SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 5, 1999
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AMERICAN DREAM ENTERTAINMENT, INC.
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(Exact name of registrant as specified in charter)
Florida 033-67536 59-3169033
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1616 Gulf-To-Bay Boulevard, Clearwater, FL 33757
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(Address of principal executive offices) (Zip Code)
Registrant's telephone Number, including area code (727) 446-7981
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FEDERAL AFFORDABLE HOUSING CORPORATION
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
On March 5, 1999, Dreamweavers N.V., Curacao, Netherlands Antilles
corporation entered into a Royalty and License Agreement granting the Company an
exclusive license agreement to exploit a medial concept known as Robin and The
Dreamweavers(TM). In consideration of the License Agreement the Company issued
16,000,000 shares of restricted common stock to Dreamweavers N.V.
The 16,000,000 shares represents approximately 88% of the total
outstanding stock of the Company.
Upon execution of the License Agreement, the President, Secretary
and Director, Mr. Dick Metz, resigned and Mr. Dirk W. Peschar, a resident and
citizen of The Netherlands was appointed President, Secretary and Director of
the Company. Mr. Peschar also serves as Chairman of Dreamweavers N.V.
Item 2. Acquisition or Disposition of Assets.
On March 5, 1999 the Company entered into a Royalty and License
Agreement with Dreamweavers N.V. whereby the Company acquired United States of
America exclusive rights to market the concept of "Robin and the Dreamweavers",
trademark and all merchandising within the United States of America. A full
description of the terms and conditions of the Royalty and License Agreement and
related agreement discussed below are attached as Exhibit "A" hereto.
In connection with the License Agreement and in order to
restructure the Company to reflect the new line of business for the exploitation
of media products known as "Robin and the Dreamweavers" within the USA, the
Company divested itself of all existing assets and liabilities by transferring
such assets and liabilities to a newly formed subsidiary, AAA Homes, Inc. and
agreed to have no more than 1,000,000 shares of common stock outstanding prior
to the issuance of 16,000,000 shares of restricted common stock to Dreamweavers
N.V. Mr. Dick Metz is the sole director and officer of AAA Homes, Inc. It is the
intent of the parties that the shares of AAA Homes, Inc. be distributed to the
Company's shareholders of record as of February 1, 1999,
Item 3. Bankruptcy or Receivership.
No applicable.
Item 4. Changes in Registrant's Certifying Accountant.
In June, 1999, the Company engaged Pender, Newkirk & Company,
CPA's, Tampa, FL as its auditors for the Fiscal Year Ended May 31, 1998. The
Company intends to file a subsequent Form 8-K within five (5) days complying
with the provisions of Item 4 to Form 8-K..
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Item 5. Other Materially Important Events.
In May, 1999, the Company amended its Certificate of Incorporation
through actions by its majority stockholder, Dreamweavers N.V. to change its
name to American Dream Entertainment, Inc. and to increase the authorized common
stock from 20,000,000 to 50,000,000 shares.
Item 6. Appointment of Registrant's President.
On March 5, 1999, the Company's President and Secretary, Mr.
Richard Metz resigned and Mr. Dirk W. Peschar was appointed as the Company's
President, Secretary and Sole Director.
On March 12, 1999, Mr. Dirk W. Peschar resigned as Secretary of
the Company, and Elanore Shumsky was appointed as Secretary of American Dream
Entertainment, Inc.
Item 7. Financial Statements, Pro Form Financial Information and Exhibits.
None.
Item 8. Change in Fiscal Year.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant had duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: June 16, 1999 By: /s/ Dirk W. Peschar
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Dirk W. Peschar
Director and President
Exhibits: Royalty and License Agreement.
Agreement dated March 5, 1999.
MTC/ej/187724
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HEADS OF THE LICENSE AND ROYALTY AGREEMENT
HEADS OF THE LICENSE AND ROYALTY AGREEMENT, dated as of the 2nd day of
November 1988, between DREAMWEAVERS N.V., a company organized under the laws of
Curacao ("Dreamweavers N.V.") and AMERICAN DREAM ENTERTAINMENT, INC. (formally
Federal Affordable Housing Inc., a corporation organized under the laws of the
State of Minnesota USA ("American Dream").
1. Recitals
WHEREAS, Dreamweavers N.V. has developed a concept for ("Concept");
exploiting an animation of media products known as "Robin and the Dreamweavers"
within the USA; and
WHEREAS, American Dream desires to obtain from Dreamweavers N.V. the
exclusive right to market the Concept of "Robin and the Dreamweavers," the
trademark and all merchandising within the United States of America.
NOW, THEREFORE, in consideration and understanding that the respective
lawyers of both parties will detail the exact wording of the hereby agreed head
of agreement within three (3) months as set forth herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
2. Representations by Dreamweavers N.V.
Dreamweavers N.V. represents that:
a. it has the right to enter into this Agreement;
b. it has no other agreements and has not granted to any other
person or entity any right, License or Royalty Agreement, or
any other right or privilege in the Concept for the United
States of America; and
c. it is in a position to enter into and perform this Agreement without
any conflicts of interest.
3. Representation by American Dream
American Dream represents that:
a. it has the right to enter into this Agreement;
b. it will devote sufficient time and effort to the exploitation
of the rights granted hereunder; and
c. it is in a position to enter into and perform this Agreement without
any conflicts of interest.
<PAGE>
4. Consideration
As consideration for the exclusive right to market "Robin and the
Dreamweavers" within the continental USA, American Dream shall pay Dreamweavers
N.V. a royalty fee of three percent (3%) of the revenues generated by American
Dream from the exploitation of the marketing and/or operation of "Robin and the
Dreamweavers," or any portion thereof. In addition, American Dream agrees to
purchase from Dreamweavers N.V. and its affiliated companies the Trademark and
exclusive right to commercially exploit the "Robin and the Dreamweavers"
products for Five Million Five Hundred Thousand U.S. Dollars ($5,500,000)
purchase price, which sum shall be payable on the successful completion of the
Private Placement, American Dream is in the process of completing, and
Dreamweavers N.V. shall deliver the media products consisting of feature film
together with the license for TV production of "Robin and the Dreamweavers,"
License for the Merchandising "Robin and the Dreamweavers," License for the
Music of "Robin and the Dreamweavers," License for Designer Fashion Wear of
"Robin and the Dreamweavers," License for the Video of "Robin and the
Dreamweavers" and the License for the Private Label Merchandising of "Robin and
the Dreamweavers" ancillary products.
As further consideration for the granting of the exclusive License and
Royalty Agreement, American Dream hereby agrees to issue to Dreamweavers N.V.
sixteen million (16,000,000) shares of its restricted common stock.
These shares shall be delivered immediately upon execution of this
Agreement at which time the Heads of the License Agreement shall be deemed to be
in full force and effect.
5. License
This License grants to American Dream the exclusive right to utilize
the animated media property of Dreamweavers N.V. provided by Dreamweavers N.V.
to American Dream for the purpose of commercial exploitation in all media forms
and the marketing of all "Robin and the Dreamweavers" related products and the
general operation of the business of exploiting the "Robin and the Dreamweavers"
Concept within the continental United States of America.
Dreamweavers N.V. shall deliver to American Dream by no later than
October 30, 2000, the following "Robin and the Dreamweavers" media and ancillary
products.
a. A master copy of a feature length animated TV movie 72 minutes.
b. A master copy of the animated television series of 26 episodes each
26 minutes.
c. Music production and music albums, CDs.
d. Promotional interactive Internet use of the website and games.
e. The rights to sell a Robin designer and fashion label.
f. The rights to ancillary merchandising products of all Robin
and the Dreamweavers ancillary products.
<PAGE>
6. Royalty
American Dream shall pay Dreamweavers N.V. a royalty fee of three
percent (3%) of the revenues generated by American Dream from the exploitation
of the marketing and/or operation of the "Robin and the Dreamweavers" Concept
within the continental United States of America.
7. Term
The term of any License and Royalty Agreement granted hereunder shall
remain in effect for fifteen (15) years from the date hereof and thereafter may
be extended for an additional five (5) year term upon the mutual agreement of
the parties hereto.
Notwithstanding anything to the contrary, Dreamweavers N.V. may
terminate this Agreement upon written notice to American Dream:
a. if any payment is not made when due; provided, however, that
American Dream shall have twenty (20) days from the giving of
written notice of such default to cure such default;
b. if American Dream defaults in its performance of any term or
condition of this Agreement and the default is not cured
within thirty (30) days after notice is given to American
Dream; or
c. if American Dream is adjudged bankrupt, declared insolvent,
files a petition of voluntary or involuntary bankruptcy,
enters into an assignment of assets for the benefit of
creditors, or has a receiver appointed.
8. Accounting/Payments
All payments due hereunder to Dreamweavers N.V. shall be paid on a
monthly basis. American Dream shall make and keep full and accurate accounting
books and records in sufficient detail to enable payments due to Dreamweavers
N.V. to be determined.
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9. No Right to Sublicense
American Dream shall have no rights to sublicense any of the rights
granted hereunder without the express written permission of Dreamweavers N.V.
10. Infringement
To be specified but the normal standard clauses to be incorporated in
final document.
11. Improvements
If, during the term of this Agreement, Dreamweavers N.V. makes any
improvements in the Concept or the mode of using the Concept, or becomes the
owner of any improvement either through patents or otherwise, then Dreamweavers
N.V. shall make available to American Dream full information regarding the
improvement (subject to American Dream entering into a confidentiality agreement
acceptable to Dreamweavers N.V.) and, if additional terms (financial and
otherwise) shall be agreed upon by the parties hereto, such improvement shall be
included in any grant made hereunder.
If during the term of this Agreement American Dream makes any
improvements or modifications to the "Robin and the Dreamweavers" concept,
American Dream will provide Dreamweavers N.V. full access and technical
information regarding such improvements and obtain the approval of Dreamweavers
N.V. prior to implementing such modifications.
12. Governing Law, Jurisdiction
This Agreement shall be governed by and construed in accordance with
the laws of the Netherlands Antilles.
13. Notices
Any notices or other communications required or permitted hereunder to
be effective shall be in writing and shall be deemed to have been duly given or
made when personally delivered or, in the case of registered or certified mail,
postage prepaid, two or three days after being sent, or, in the case of
overnight courier or prepaid telegram, one business day after being sent by such
overnight delivery service or by prepaid telegram, addressed in each case as
follows:
<PAGE>
If to Dreamweavers N.V.:
Inter Trust Antilles N.V.
Landhuis Joonchi Kaya Richard J. Beaujon
Curacao, NA
Telephone: (599) 9 736 62 77
Fax: (599) 9 733 661 61
If to American Dream Entertainment Inc.:
c/o NEVADA Corporate Services Inc.
1800 E, Sahara Suite 107 Las Vegas, NV 89104 USA
14. Amendments and Waivers
This Agreement may be amended, or any provision of this Agreement may
be waived, provided that no such amendment or waiver shall be valid unless set
forth in writing executed by the parties hereto or, in the case of a waiver, by
the party waiving such provision. The waiver by any party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
other breach.
15. Severability
If any one or more or any portion of the provisions of this Head of
Agreement is deemed to be invalid or unenforceable in any respect for any
reason, the parties shall negotiate in good faith to revise the terms of these
Heads of Agreement to adjust for the invalidity or unenforceability of such
provisions and the validity and enforceability of the remaining provisions of
this Agreement shall not in any way be affected or impaired thereby.
16. Assignability
The rights granted hereunder shall not be assignable by American Dream.
Dreamweavers N.V. may assign its financial interest in this Agreement but may
not assign any of the other obligations hereunder.
17. Limitations
The license shall apply to all commercial rights to "Robin and the
Dreamweavers" by American Dream within the Continental United States of America.
a. The license will not be assignable to third parties;
b. All liabilities, direct or consequential, incurred by "Robin
and the Dreamweavers" by American Dream shall be borne
exclusively by American Dream.
<PAGE>
IN WITNESS WHEREOF, American Dream Entertainment Inc. and Dreamweavers
N.V. have executed this Agreement as of the day and year first above written.
AMERICAN DREAM
ENTERTAINMENT, INC.
By:_____________________________
As:_____________________________
DREAMWEAVERS, N.V.
By: INTERTRUST (ANTILLES) N.V.
By:________________________
G. Elias
Managing Director
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AGREEMENT
THIS AGREEMENT is made and effective as of the 5th day of March 1999
by and between DREAMWEAVERS N.V. having a mailing address at Inter Trust
Antilles N.V. Landhuis Joonchi Kaya Richard J. Beaujon Curacao N.A. (hereinafter
"DREAM"); FEDERAL AFFORDABLE HOUSING CORP., a Minnesota corporation having a
mailing address at 1616 Gulf-to-Bay Blvd., Suite C, Clearwater, Florida 33765,
USA (hereinafter "FEDERAL"); AAA Homes Inc., a Florida corporation having a
mailing address at 1616 Gulf-to-Bay Blvd., Clearwater, Florida 33765, USA
(hereinafter "AAA").
W I T N E S S E T H:
WHEREAS, FEDERAL is a publicly traded company on the NASDAQ Bulletin
Board trading symbol "FAHS" and is a development state company engaged in real
estate in Central Florida; and FEDERAL has agreed to restructure itself into a
holding company by divesting itself of all its existing assets and liabilities,
and acquiring the USA rights to the "Concept" exploiting an animation of media
products known as "Robin and the Dreamweavers" within the USA;
WHEREAS, DREAM is a company incorporated in Curacao, Netherlands
Antilles and has agreed to license and assign the USA rights to the "Concept"
exploiting an animation of media products known as "Robin and the Dreamweavers"
within the USA, in exchange for the issuance of the 16,000,000 restricted common
shares of FEDERAL common stock, and DREAM hereby grants to FEDERAL the USA
rights to the "Concept" Robin and the Dreamweavers on terms and conditions as
contained in "The Heads of the License and Royalty Agreement" attached hereto as
Exhibit "A"; and
WHEREAS, AAA has agreed to acquire all of the assets currently owned by
FEDERAL and to assume all of the liabilities of FEDERAL as of December 31, 1998.
NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS OF THE
PARTIES AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY
OF WHICH IS ACKNOWLEDGED BY, BETWEEN AND AMONG THE PARTIES, AND THE PARTIES
HERETO, WISHING TO BECOME LEGALLY BOUND UNDER THE TERMS OF THIS AGREEMENT,
HEREBY AGREE AS FOLLOWS:
1. FEDERAL hereby agrees to restructure itself into a company with no
assets or liabilities and in order to take an advantage of an opportunity in the
entertainment business, FEDERAL has agreed to arrange for the retirement of all
outstanding stock options or warrants and for the issuance of common stock to
compensate all salaries or consulting fees due, up to a maximum of no more than
1,000,000 of common stock to be outstanding after taking into consideration all
issued and outstanding shares.
<PAGE>
2. FEDERAL has agreed to sell, assign and transfer all of its assets to
AAA. In exchange for AAA unconditionally assuming liability for any and all
liabilities of FEDERAL, due and owing by FEDERAL as of December 31, 1998,
including but not limited to all notes payable mortgages obligations relating to
real property owned by FEDERAL, trading debt, professional fees, State or
Federal Taxes, lease payments, royalties and any other obligations relating to
prior conduct of business of FEDERAL and/or any other assets investments or
liabilities acquired by FEDERAL prior to December 31, 1998 shall be transferred
to AAA and FEDERAL shall have no further claims or interest therein.
3. FEDERAL shall file all financial statements Form 10K and 10Q's due
up to and including December 31 1998, such filings shall be concluded no later
than January 31, 1999, showing an authorized number of shares of 20 million.
4. DREAM hereby grants the USA rights to the "Concept" Robin and the
Dreamweavers to FEDERAL in exchange for the delivery by FEDERAL of 16,000,000
shares of restricted common stock to DREAM and FEDERAL hereby agrees to deliver
upon execution of this Agreement the resignations of all current officers and
directors of FEDERAL and the Board resolution confirming the appointment of the
directors and officers nominated by DREAM namely Dirk W. Peschar as President,
CEO, Secretary and Director.
5. DREAM hereby agrees to arrange for a non affiliated third party
investors to purchase up to 2,000,000 shares of common stock of FEDERAL. FEDERAL
hereby agrees to sell up to 2,000,000 shares of restricted common stock for a
purchase consideration of Ten Million Dollars ($10,000,000). The shares shall be
issued pursuant to a Rule 508 offering and shall be delivered as restricted
common stock together with a legal opinion confirming the sale pursuant to an
exemption under the 1933 SEC Act. All costs and responsibilities for the 506
Offering and this transaction shall be paid by responsibility and arranged by
LaSalle Group Ltd. and the new board of directors will have the responsibility
to ensure compliance with all Federal and State Laws applicable to the offering.
6. Each party shall be liable for its own legal costs which they incur
in connection with this Agreement and/or any subsequent Agreements.
7. All of the parties agree that they have the right to enter into this
Agreement and to perform this Agreement without any conflicts of interest, and
this Agreement contains the entire agreement of the parties and may not be
changed or amended orally.
8. The parties agree that time is of the essence of this Agreement and
that if this Agreement falls to close within five (5) business days following
the date of execution of this Agreement, then and in that event, this Agreement
shall be null, valid and of not effect, and the parties hereto shall be relieved
of any legal liabilities whatsoever concerning the terms of this Agreement.
9. This Agreement may be executed in multiple counterparts, all of
which, when taken together, shall constitute one and the same document.
Facsimile signatures shall have the same binding effect as original signatures.
All communications required to be given under the terms and conditions of this
Agreement shall be sent by Facsimile, with hard copy to follow by commercial
delivery service, and addressed to the party entitled to receive such
communication at the address set forth in the preamble to this Agreement, unless
the party entitled to receive such notice has given the party charged with the
sending of such notice, a new mailing address or telefax number. Such
communication shall be deemed as received by the receiving party upon an actual
delivery receipt from telefax or commercial delivery service.
<PAGE>
10. This Agreement shall be binding upon the parties hereto, their
heirs, administrators, legal representatives, trustee or any other parties in
privy with the parties, including their agents, servants and employees.
11. Jurisdiction and venue for purposes of enforcing the terms and
conditions of this Agreement shall vest in the courts of Competent Jurisdiction
in Las Vegas, Nevada. In the event of any litigation arising under or by virtue
of the terms of this agreement or the business transactions between the parties
as created by this Agreement, the prevailing party to such litigation, in
addition to any other remedies otherwise allowable by law, shall be entitled to
an award of reasonable attorneys' fees and costs at all stages of the
litigation, including review.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the day and year first above written.
DREAMWEAVERS, N.V.
By: INTERTRUST (ANTILLES) N.V.
By:________________________
G. Elias
Managing Director
FEDERAL AFFORDABLE HOUSING CORP.
By:_____________________________
As:_____________________________
AAA HOMES, INC.
By:_____________________________
As:_____________________________
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