<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB/A

              [x] Quarterly Report Pursuant to Section 13 or 15(d)
                         Securities Exchange Act of 1934
                  for Quarterly Period Ended September 30, 1999

                                      -OR-

              [ ] Transition Report Pursuant to Section 13 or 15(d)
                   of the Securities And Exchange Act of 1934
              for the transaction period from _________ to________

                Commission File Number                  0-14646


                        Entertainment International Ltd.
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                New York                                  06-1113228
--------------------------------------------------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)


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



                                 (407) 351-0011
-------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


          Check whether the issuer (1) filed all reports required to be
   filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
   the preceding 12 months (or for such shorter period that the registrant was
     required to file such reports), and (2) has been subject to such filing
                       requirements for the past 90 days.

                                 Yes [X] No [ ]

       The number of outstanding shares of the registrant's common stock,
             par value $.01 as of September 30, 1999 is 57,997,000.








<PAGE>




                         PART I -- FINANCIAL INFORMATION

ITEM 1 -- FINANCIAL STATEMENTS

                        ENTERTAINMENT INTERNATIONAL LTD.
                            CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                               SEPTEMBER 30,         DECEMBER 31,
                                                                   1999                  1998
                                                                 (NOTE 1)              (NOTE 1)

<S>                                                           <C>                  <C>
              ASSETS
Airships and related equipment, net                           $ 3,642,000          $ 3,745,000
Due from related parties                                           93,000              173,000
Prepaid insurance                                                       -               21,000
Other assets                                                       11,000                6,000
                                                              -----------          -----------

                                                              $ 3,746,000          $ 3,945,000
                                                              -----------          -----------
                                                              -----------          -----------

          LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES:
   Bank overdrafts                                            $    35,000          $         -
   Accounts payable - trade                                       183,000              993,000
   Customer payments on future services                           514,000              514,000
   Insurance financing                                              5,000               31,000
   Accrued expenses and other liabilities                          16,000               90,000
   Notes payable                                                   10,000               10,000
   Obligation under capital lease                               1,059,000            1,692,000
   Deferred gain on sale of airship                               689,000              722,000
   Loans payable to stockholders                                2,844,000              713,000
                                                              -----------          -----------
           Total liabilities                                    5,355,000            4,765,000
                                                              -----------          -----------

STOCKHOLDERS' DEFICIT
   Common stock, $.01 par value:
      Authorized -- 110,000,000 shares
      Issued and outstanding -- 57,797,000 and
         55,047,000 shares, respectively                          580,000              550,000
   Capital in excess of par value                              48,554,000           48,369,000
   Accumulated deficit                                        (50,743,000)         (49,739,000)
                                                              -----------          -----------
       Total stockholders' deficit                             (1,609,000)            (820,000)
                                                              -----------          -----------
                                                              $ 3,746,000          $ 3,945,000
                                                              ===========          ===========
</TABLE>








     Unaudited -- See accompanying notes to condensed financial statements.
                                        2







<PAGE>



                         ENTERTAINMENT INTERNATIONAL LTD.
                        CONDENSED STATEMENT OF OPERATIONS


<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                   SEPTEMBER 30,                      SEPTEMBER 30,

                                                 1999            1998              1999                1998
                                                 ----            ----              ----                ----

<S>                                              <C>             <C>               <C>              <C>
AIRSHIP REVENUES                                 $    0          $    0            $    0           $    0
                                               --------        --------          --------         --------
COSTS AND EXPENSES:
   Selling, general & administrative            165,000         232,000           622,000          646,000
                                               --------        --------          --------         --------

                                                165,000         232,000           622,000          646,000
                                               --------        --------          --------         --------

OPERATING LOSS                                 (165,000)       (232,000)         (622,000)        (646,000)
                                               --------        --------          --------         --------

OTHER INCOME (EXPENSE):
   Interest expense                            (312,000)        175,000          (415,000)        (452,000)
   Gain (loss) on sale of fixed assets               --              --                --          (22,000)
   Other income                                  11,000          11,000            33,000           33,000
                                               --------        --------          --------         --------

                                               (301,000)       (186,000)         (382,000)        (441,000)
                                               --------        --------          --------         --------

NET LOSS                                      $(466,000)       $(46,000)      $(1,004,000)     $(1,087,000)
                                              =========        ========       ===========      ===========

WEIGHTED AVERAGE NUMBER
   OF COMMON SHARES
   OUTSTANDING                               57,902,000      54,743,000        57,833,000       47,770,000

NET LOSS APPLICABLE TO
  COMMON STOCK:
   Net loss                                  $ (466,000)       $(46,000)      $(1,004,000)     $(1,087,000)
   Abolishment of accrued preferred
     dividends                                       --              --                --        6,508,000
   Preferred stock dividend                          --              --                --         (646,000)
                                               --------        --------          --------         --------
  Net (loss) income applicable to
     common stock                            $ (466,000)       $(46,000)      $(1,004,000)      $4,775,000
                                             ==========        ========       ===========       ==========

  Net (loss) income per share                $     (.01)       $   (.01)      $      (.02)      $      .10
                                             ==========        ========       ===========       ==========

</TABLE>







        Unaudited -- See accompanying notes to condensed financial statements.

                                        3







<PAGE>



                               ENTERTAINMENT INTERNATIONAL LTD.
                              CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                              NINE MONTHS ENDED
                                                                                SEPTEMBER 30,

                                                                           1999                   1998
                                                                           ----                   ----
<S>                                                                    <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                             $ (1,004,000)          $ (1,087,000)
  Adjustments to reconcile net loss to net cash flows
      used in operating activities:
      Depreciation                                                          103,000                108,000
      Realized gain on sale of airship                                      (33,000)               (33,000)
      Loss on sale of fixed assets                                               --                 22,000
      Changes in operating assets and liabilities                          (894,000)              (126,000)
                                                                       ------------           ------------
  Net change in cash used for operating activities                       (1,828,000)            (1,116,000)
                                                                       ------------           ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Net change in due from related parties                                     80,000                147,000
                                                                       ------------           ------------

  Net cash flows provided by investing activies                              80,000                147,000
                                                                       ------------           ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Issuance of common stock as payment for consulting services              215,000                 42,000
   Principal payments on capital lease and notes payable                   (633,000)              (898,000)
   Reimbursement of 1993 stock subscriptions                                     --               (22,000)
   Net change in loans payable to stockholders                            2,131,000              1,846,000
                                                                       ------------           ------------

   Net cash flows provided by financing activities                        1,713,000                968,000
                                                                       ------------           ------------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                     (35,000)                (1,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                   --                  2,000
                                                                       ------------           ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                   $(35,000)               $(1,000)
                                                                       ------------           ------------
                                                                       ------------           ------------

SUPPLEMENTAL INFORMATION:
  Interest paid                                                            $327,000               $309,000
                                                                       ------------           ------------
                                                                       ------------           ------------

  Non-cash accrual of common stock dividend on preferred stock             $     --               $646,000
                                                                       ------------           ------------
                                                                       ------------           ------------

  Non-cash abolishment of accrued preferred dividends                      $     --             $5,608,000
                                                                       ------------           ------------
                                                                       ------------           ------------

  Non-cash extinguishment of debt due to stockholders                      $     --            $11,886,000
                                                                       ------------           ------------
                                                                       ------------           ------------

</TABLE>







       Unaudited-See accompanying notes to condensed financial statements.
                                        4








<PAGE>



                        ENTERTAINMENT INTERNATIONAL LTD.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS


NOTE 1 -- BASIS OF PRESENTATION:

The accompanying consolidated financial statements have been prepared in
accordance with the instructions to Form 10-QSB and do not include all of the
information and footnotes required by generally accepted accounting principles
for complete statements. Management believes that all adjustments, consisting
only of normal recurring adjustments, necessary for a fair presentation of such
financial statements, have been included. The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities as of
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. If such differences prove significant and material, Entertainment
International Ltd. (the "Company") will file an amendment to this report on Form
10-QSB.

NOTE 2 -- LOANS PAYABLE TO STOCKHOLDERS:

During the nine months ended September 30, 1999, Trans Continental Airlines,
Inc. ("Trans Continental"), an affiliated company, loaned the Company an
additional $2,131,000.

NOTE 3 -- STOCKHOLDERS' EQUITY:

During the nine months ended September 30, 1999, the Company issued 2,750,000
shares of its common stock to certain of its officers and employees in
settlement of accrued compensation and for bonuses and issued 200,000 shares of
its common stock to certain individuals for public relations and other
consulting services. The value of these shares of common stock were determined
to be $.135 and $.29 per share, respectively, which was the average value per
share on the date of issue. Because the Company's common stock is thinly traded
and is subject to extreme volatility, the value of these shares was reduced by
50%. This reduction resulted in a charge to earnings for officers' compensation
in the amount of $115,000 and for consulting fees in the amount of $29,000. (See
Item 2)

NOTE 4 -- LITIGATION

On April 7, 1999, U.S. Airship Leasing, Inc. f/k/a WDL Airship, Inc. ("US
Airship") commenced a suit in the Florida Circuit Court of the Ninth Judicial
Circuit, Orange County, entitled U.S. Airship Leasing, Inc. f/k/a WDL Airship,
Inc. v. Louis J. Pearlman, Airship International Ltd. Corporation and Trans
Continental Airlines Travel Services, Inc. a/k/a Trans Continental Airlines
Service, Inc., Case No. CI099-3082 40, alleging that the Company entered into a
lease agreement with US Airship and breached the lease by failing to make all
payments due under the lease. US Airship is seeking damages of $1,488,613.90
plus interest, costs and other relief.

On April 8, 1999, WDL Luftschiffgesellschaft MBH ("WDL"), an affiliate company,
commenced a suit in the Florida Circuit Court of the Ninth Judicial Circuit,
Orange County, entitled WDL Luftschiffgesellschaft MBH v. Airship International
Ltd. and Louis J. Pearlman, Case No. CI099-3081 #33 alleging that the Company
entered into a lease agreement pursuant to which the Company leased an airship
from WDL. The suit seeks $148,558.49 in damages plus prejudgement interest,
costs and other relief.

These cases were settled on July 28, 1999 for $1,030,000.




                                        5







<PAGE>



ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS


OVERALL FINANCIAL CONDITION


The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate that Entertainment
International, Ltd. (the "Company") will continue as a going concern. For the
first nine months of 1999, the Company incurred a loss of $1,004,000 and had
negative cash flows of $1,828,000 from operations. The accompanying financial
statements do not include any adjustments that might result from the Company's
current liquidity shortage. The decrease in the Company's net loss from the same
period last year was $83,000. The primary reason for this decrease was a
reduction in operating expenses and interest expense incurred by the Company in
the first nine months of this year as compared to the first nine months of 1998.
The Company incurred a loss of $466,000 during the three month period ended
September 30, 1999, as compared to $46,000 in the three months ended September
30, 1998. This increase in loss of $420,000 was primarily because the Company
had higher interest expense in the 3rd quarter of 1999 compared to the 3rd
quarter of 1998 due to an interest expense credit related to debt that was
forgiven at the end of the 2nd quarter of 1998. The Company is also
experiencing a liquidity shortage.

The Company had a stockholder's deficit as of September 30, 1999 in the amount
of $1,609,000. This represents an increase in the stockholder's deficit for the
nine months ended September 30, 1999 as compared to the balance as of December
31, 1998 in the amount of $789,000. The increase was caused by a net loss in the
amount of $1,004,000 that was sustained during the nine months ended September
30, 1999 which included common stock issued to certain individuals in the amount
of $215,000.

RESULTS OF OPERATIONS

The Company had no revenue from operation of its airships during the first nine
months of 1999 and 1998.

Selling, general and administrative costs for the nine months ended September
30, 1999 were $622,000 as compared to $646,000 for the comparable period in
1998. Selling, general, and administrative costs for the three months ended
September 30,1999 were $165,000 compared to $232,000 for the comparable period
in 1998.

PLAN OF OPERATION

The Company continues to experience negative cash flows from operating
activities. Due to the continued negative cash flow and existing encumbrances on
its assets, the Company has relied on loans, cash advances, and guarantees from
Louis Pearlman, the Company's president and principal stockholder, and Trans
Continental Airlines, Inc. ("Trans Continental") an affiliated company of which
Mr. Pearlman is the Chairman, President and 21% shareholder. There can be no
assurance that Mr. Pearlman and Trans Continental will make additional loans,
cash advances, and guarantees on an ongoing basis. At September 30, 1999, the
Company owed Trans Continental $2,844,000 (see Note 2). Trans Continental has
deferred repayment of such amounts for an indefinite period. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern.

Management's plans to improve the financial position of the Company, with the
goal of sustaining the Company's operations for the current year and beyond
include: (1) establishing continued arrangements with Trans Continental, a
company related through common directorship and ownership, to provide funding on
a monthly basis, and (2) establishing goals for the acquisition of assets and
operations of one or more entities, with the expectation that such business
combinations, if completed, would provide additional cash flow and net income.
The Company is currently negotiating the acquisition of Trans Continental Media,
Inc. ("TCM"), an affiliate of Trans Continental, and has entered into a letter
of intent with respect to such acquisition, but has not disclosed the terms of
the agreement and there is no assurance that the Company will do so. In
addition, the Company is continuing to seek other candidates engaged in the
entertainment industry or a media/Internet-based business for an acquisition or
merger.



                                        6







<PAGE>


Part II

ITEM 1 -- LEGAL PROCEEDINGS

                  On April 7, 1999, U.S. Airship Leasing, Inc. f/k/a WDL
                  Airship, Inc. ("US Airship") commenced a suit in the Florida
                  Circuit Court of the Ninth Judicial Circuit, Orange County,
                  entitled U.S. Airship Leasing, Inc. f/k/a WDL Airship, Inc. v.
                  Louis J. Pearlman, Airship International Ltd. Corporation and
                  Trans Continental Airlines Travel Services, Inc. a/k/a Trans
                  Continental Airlines Service, Inc., Case No. CI099-3082 40,
                  alleging that the Company entered into a lease agreement with
                  US Airship and breached the lease by failing to make all
                  payments due under the lease. US Airship is seeking damages of
                  $1,488,613.90 plus interest, costs and other relief.

                  On April 8, 1999, WDL Luftschiffgesellschaft MBH ("WDL"), an
                  affiliate company, commenced a suit in the Florida Circuit
                  Court of the Ninth Judicial Circuit, Orange County, entitled
                  WDL Luftschiffgesellschaft MBH v. Airship International Ltd.
                  and Louis J. Pearlman, Case No. CI099-3081 #33 alleging that
                  the Company entered into a lease agreement pursuant to which
                  the Company leased an airship from WDL. The suit seeks
                  $148,558.49 in damages plus prejudgement interest, costs and
                  other relief.

                  These cases were settled on July 28, 1999 for $1,030,000.

ITEM 2 -- CHANGES IN SECURITIES AND USE OF PROCEEDS

                  In January 1999, the Company issued to a certain employee
                  1,000,000 shares of the Company's common stock in
                  consideration for services rendered and the waiver and
                  deduction of salary payable by the Company to the employee
                  during the period from 1995 through 1998. The Company also
                  issued an aggregate 1,750,000 shares of the Company's common
                  stock to certain employees as compensation in connection with
                  their employment by the Company.

                  In August 1999, the Company also issued 200,000 shares of the
                  Company's common stock to a certain individual as compensation
                  in consideration with public relations and other consulting
                  services provided to the Company.

                  Subsequent Events:

                  In November 1999, the Company also authorized and issued an
                  aggregate of 6,000,000 shares of the Company's common stock to
                  affiliates of the Company for providing a line of credit and
                  funding ongoing costs and expenses of the Company and waiving
                  and deducting salaries payable by the Company from fiscal 1995
                  through 1998 and also issued 4,000,000 shares to a
                  non-affiliate in consideration of financial services rendered
                  in the past.

ITEM 3 -- DEFAULTS UPON SENIOR SECURITIES

                  Not applicable.

ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  Not applicable.

ITEM 5 -- OTHER INFORMATION

                  The Company entered into a letter of intent to acquire Trans
                  Continental Media, Inc. ("TCM"). TCM provides Internet web
                  site development, hosting, management, marketing and
                  promotions services. TCM is an affiliate of Trans Continental.
                  The financial terms of the transaction have not been disclosed
                  at this time.

ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K

                  (a) The following exhibit is filed herewith:

                           Exhibit 27.1 Financial Data Schedule


                                        7







<PAGE>



                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.

                                      ENTERTAINMENT INTERNATIONAL LTD.

Dated:  November 18, 1999             By:   /s/ Louis J. Pearlman
                                            --------------------------
                                            Louis J. Pearlman
                                            Chairman of the Board of
                                            Directors, President and
                                            Treasurer (duly authorized
                                            officer of the registrant and
                                            principal financial officer
                                            of the registrant)



                                        8