AIRSHIP INTERNATIONAL LTD
8-K, 1998-11-12
ADVERTISING
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    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):        October 16, 1998
                                                  -----------------------------


                        ENTERTAINMENT INTERNATIONAL LTD.
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             (Exact name of Registrant as specified in its charter)

                                    New York
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                 (State or other jurisdiction of incorporation)

         0-14646                                    06-1113228
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   (Commission File Number)            (I.R.S. Employer Identification No.)

    7380 Sand Lake Road, Suite 350, Orlando, FL                   32819
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       (Address of principal executive offices)                 (Zip Code)

       Registrant's telephone number, including area code: (407) 351-0011
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                           AIRSHIP INTERNATIONAL LTD.
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          (Former name or former address, if changed since last report)






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ITEM 5.  Other Events.

         On October 16, 1998, Entertainment International Ltd. (the "Company")
filed a certificate of amendment of its certificate of incorporation with the
Secretary of State of New York changing its name from "Airship International
Ltd." to "Entertainment International Ltd."


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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  November 11, 1998
                                      ENTERTAINMENT INTERNATIONAL LTD.

                                      By:  /s/ Louis J. Pearlman
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                                      Name:  Louis J. Pearlman
                                      Title: President


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                                  EXHIBIT INDEX

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Exhibit No.         Exhibits                                           Page No.
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<S>                 <C>                                                <C>
  99.1*             Press release of the Company dated October 19,
                    1998.
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*  Filed herewith



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    Airship International Ltd. Shareholders Approve Name Change to
Entertainment International Ltd.

    Orlando, Florida, October 19, 1998 -- Airship International Ltd.
(Electronic Bulletin Board "ENTI") announced today that its shareholders
approved an amendement to the Company's Certificate of Incorporation to change
the Company's name to "Entertainment International Ltd." The Company cited its
intention to focus on various sectors of the entertainment industry that
offer the Company more opportunities. The Company believes the name change will
better reflect the scope of its potential business. The new CUSIP number for
Entertainment International Ltd.'s common stock is 29380Y104.

    For the quarter ended June 30, 1998, the Company reported net income of
$5,652,000. The quarter's profit was a result of the conversion of each share
of the Company's outstanding preferred stock into three shares of common
stock. As a result of the conversion, the preferred stock, as well as its
accrued dividends, was eliminated. The preferred stock conversion was approved
at the Company's Annual Meeting on June 10, 1998 by a majority of the holders
of the Company's common and preferred stock, voting together, and a majority
of the holders of the preferred stock, voting separately as a class.

Contact: Scott Bennett, (407) 351-0011.





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