ENTERTAINMENT INTERNATIONAL LTD
NT 10-Q, 1999-08-13
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                       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-QSB      [ ] Form N-SAR

For Period Ended:  June 30, 1999

[ ]     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:        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 box if appropriate.)

     [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 or, 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.

                               PART III. NARRATIVE

      The registrant is unable to file its Quarterly report (the "Quarterly
Report") on Form 10-QSB for its fiscal quarter ended June 30, 1999 by the
prescribed date of August 14, 1999 without unreasonable effort or expense due to
unforeseen circumstances encountered in connection with the preparation of its
financial statements that the registrant believes may be required as a result of
the registrant's proposed acquisition previously announced on May 11, 1999. The
registrant intends to file the 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

<TABLE>
         <S>                                     <C>                <C>
             Samuel F. Ottensoser                (212)             702-5962
       -------------------------------------------------------------------------
                 (Name)                        (Area code)     (Telephone number)
</TABLE>

      (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.
                 --------------------------------------------
                 (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 12, 1999                 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).



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