<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-14646
NOTIFICATION OF LATE FILING
<TABLE>
<S> <C> <C> <C> <C> <C>
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q [ ] Form N-SAR
For Period Ended: June 30, 1997
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
</TABLE>
For the Transition Period Ended:________________________________________________
Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which notification relates:_____________________________
________________________________________________________________________________
PART I. REGISTRANT INFORMATION
Full name of registrant: AIRSHIP INTERNATIONAL LTD.
--------------------------------------------------------
Former name if applicable:
------------------------------------------------------
Address of principal executive office (Street and number):
7380 Sand Lake Road, Suite 350
- --------------------------------------------------------------------------------
City, State and Zip Code:
Orlando, FL 32819
- --------------------------------------------------------------------------------
PART II. RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[ X ] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[ X ] (b) The subject ort, semi-annual report, transition report on Form
10-K, 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or
before the 15th calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
<PAGE>
<PAGE>
PART III. NARRATIVE
The registrant is unable to file its Quarterly report (the " Quarterly
Report") on Form 10-Q for its fiscal quarter ended June 30, 1997 by the
prescribed date of August 14, 1997 without unreasonable effort or expense due to
unforseen circumstances encountered in connection with its review of its
financial statements for the year ended December 31, 1996 and for the quarters
ended March 31, 1997 and June 30, 1997. The registrant intends to file the June
30, 1997 Quarterly Report on or prior to the prescribed extended date.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Samuel F. Ottensoser (212) 702-5962
- --------------------------------------------------------------------------------
(Name) (Area code) (Telephone number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[ ] Yes [X] No
Annual Report on Form 10-K for the year ended December 31, 1994.
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995.
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.
Quarterly Report on Form 10-Q for the quarter ended September 30, 1995.
Annual Report on Form 10-K for the year ended December 31, 1995.
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996.
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.
Quarterly Report on Form 10-Q for the quarter ended September 30, 1996.
Annual Report on Form 10-K for the year ended December 31, 1996.
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [X] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
<PAGE>
<PAGE>
AIRSHIP INTERNATIONAL LTD.
- --------------------------------------------------------------------------------
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 14, 1997 By: /s/ Louis J. Pearlman
-----------------------------------------------
Louis J. Pearlman, President
Chairman and Chief Executive Officer
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
