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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 0-14646
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 1998
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[ ] 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
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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: ENTERTAINMENT INTERNATIONAL LTD.
Former name if applicable: AIRSHIP INTERNATIONAL LTD.
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;
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[ X ] (b) The subject annual report, 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
[ X ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III. NARRATIVE
The registrant is unable to file its Annual Report (the "Annual Report")
on Form 10-K for its fiscal year ended December 31, 1998 by the prescribed date
of March 31, 1999 without unreasonable effort or expense due to unforeseen
circumstances encountered in connection with its audit of its financial
statements for the year ended December 31, 1998. The registrant intends to file
the Annual 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
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(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).
[X] Yes [ ] No
(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.
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ENTERTAINMENT INTERNATIONAL LTD.
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 30, 1999 By: /s/ Louis J. Pearlman
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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).
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ATTACHMENT:
[LOGO] MEEKS, DORMAN & COMPANY, P.A.
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CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
March 30, 1999
Mr. Louis J, Pearlman
Airship International, Ltd.
7380 Sand Lake Road
Suite 350
Orlando, Florida 32819
Dear Mr. Pearlman:
As you know, we are in the process of completing our audit of your December 31,
1998 financial statements. In order to complete the audit we need to receive
confirmation on the Orix, Gulf and WDL liabilities as of December 31, 1998. I
have obtained a verbal promise from these companies that the confirmation would
be forth coming. Once we have received the final confirmation directly from
these companies, which should be no later than April 6, 1999, we will be in a
position to release the financial statements.
Since the due date for filing your Form 10K for the year ended December 31, 1998
is March 31, 1999, we recommend that you file a Form 12(b)(25) with the SEC to
inform them of your filing schedule.
Very truly yours,
CHARLIE M. MEEKS
Charlie M. Meeks
Managing Director
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2180 West State Road 434 * Suite 4148 * Longwood, FL 32779 * Phone: (407) 786-1500 * Fax: (407) 786-1507 * www.mdepa.net
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* American Institute *Florida Institute of *Division for CPA *Tax Division and Personal *The International Group
of Certified Public Certified Public Firms SEC and Financial Planning Division Accounting Firms with Associated
Accountants Accountants Private Companies of the American Institute Offices in Principal U.S. and
Practice Sections of Certified Public International Cities
Accountants
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