SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

              [x] Quarterly Report Pursuant to Section 13 or 15(d)
                         Securities Exchange Act of 1934
                  for Quarterly Period Ended September 30, 2000

                                      -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, 2000 is 69,597,000


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<PAGE>

                         PART I -- FINANCIAL INFORMATION

ITEM 1 -- FINANCIAL STATEMENTS

                        ENTERTAINMENT INTERNATIONAL LTD.
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                      SEPTEMBER 30,    DECEMBER 31,
                                                          2000             1999
                                                        (NOTE 1)         (NOTE 1)
                                                       (Unaudited)      (Audited)

                                     ASSETS
<S>                                                   <C>             <C>
Airships and related equipment, net                   $  1,880,000    $  1,929,000
Cash and cash equivalents                                       --           1,000
Prepaid insurance                                               --          16,000
Other assets                                                 4,000           6,000
                                                      ------------    ------------

                                                      $  1,884,000    $  1,952,000
                                                      ============    ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES:
   Accounts payable - trade                                285,000         226,000
   Customer payments on future services                    200,000         514,000
   Accrued expenses and other liabilities                   39,000          32,000
   Obligation under capital lease                          539,000         839,000
   Loans payable to stockholders                         4,093,000       3,221,000
                                                      ------------    ------------
           Total liabilities                             5,156,000       4,832,000
                                                      ------------    ------------

STOCKHOLDERS' DEFICIT
   Common stock, $.01 par value:
      Authorized - 110,000,000  shares
      Issued and outstanding -69,597,000
         shares and 68,097,000, respectively               696,000         681,000
   Capital in excess of par value                       50,987,000      50,788,000
   Accumulated deficit                                 (54,955,000)    (54,349,000)
                                                      ------------    ------------
      Total stockholders' deficit                       (3,272,000)     (2,880,000)
                                                      ------------    ------------

                                                      $  1,884,000    $  1,952,000
                                                      ============    ============
</TABLE>

            See accompanying notes to condensed financial statements.


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<PAGE>

                        ENTERTAINMENT INTERNATIONAL LTD.
                        CONDENSED STATEMENT OF OPERATIONS
                                   (UNAUDITED)

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

                                           2000            1999            2000             1999
                                       ------------    ------------    ------------    ------------
<S>                                    <C>             <C>             <C>             <C>
AIRSHIP REVENUES                       $         --    $         --    $         --    $         --
                                       ------------    ------------    ------------    ------------

COSTS AND EXPENSES:
   Selling, general & administrative        129,000         165,000         360,000         622,000
                                       ------------    ------------    ------------    ------------

                                            129,000         165,000         360,000         622,000
                                       ------------    ------------    ------------    ------------

OPERATING LOSS                             (129,000)       (165,000)       (360,000)       (622,000)
                                       ------------    ------------    ------------    ------------

OTHER INCOME (EXPENSE):
      Interest expense                      (81,000)       (312,000)       (246,000)       (415,000)
      Other income                               --          11,000              --          33,000
                                       ------------    ------------    ------------    ------------

                                            (81,000)       (301,000)       (246,000)       (382,000)
                                       ------------    ------------    ------------    ------------

NET LOSS                               $   (210,000)   $   (466,000)   $   (606,000)   $ (1,004,000)
                                       ============    ============    ============    ============

WEIGHTED AVERAGE NUMBER
   OF COMMON SHARES
   OUTSTANDING                           69,597,000      57,902,000      69,526,000      57,833,000

  NET LOSS PER SHARE                   $      (0.01)   $      (0.01)   $      (0.01)   $      (0.02)
                                       ============    ============    ============    ============
</TABLE>

            See accompanying notes to condensed financial statements.


                                       3
<PAGE>

                        ENTERTAINMENT INTERNATIONAL LTD.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

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

                                                                    2000          1999
                                                                 ---------    -----------
<S>                                                              <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                       $(606,000)   $(1,004,000)
  Adjustments to reconcile net loss to net cash flows
      used in operating activities:
      Depreciation                                                  49,000        103,000
      Realized gain on sale leaseback                                   --        (33,000)
      Changes in operating assets and liabilities                  (16,000)      (894,000)
                                                                 ---------    -----------

  Net change in cash used for operating activities                (573,000)    (1,828,000)
                                                                 ---------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Net change in due to related parties                                  --         80,000
                                                                 ---------    -----------

  Net cash flows provided by investing activities                       --         80,000
                                                                 ---------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Issuance of common stock as payment for consulting services           --        215,000
  Principal payments on capital lease and notes payable           (300,000)      (633,000)
  Net change in loans payable to stockholders                      872,000      2,131,000
                                                                 ---------    -----------

  Net cash flows provided by financing activities                  572,000      1,713,000
                                                                 ---------    -----------

NET CHANGE IN CASH AND CASH EQUIVALENTS                             (1,000)       (35,000)
                                                                 ---------    -----------

CASH AND CASH EQUIVALENTS, BEGINNING OF
  PERIOD                                                             1,000             --
                                                                 ---------    -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                         $      --    $   (35,000)
                                                                 =========    ===========

SUPPLEMENTAL INFORMATION:
Non-cash financing activity:
  Conversion of debt into common stock                           $ 214,000    $        --
                                                                 =========    ===========

Cash paid for interest                                           $  20,000    $   327,000
                                                                 =========    ===========
</TABLE>

            See accompanying notes to condensed financial statements.


                                       4
<PAGE>

                        ENTERTAINMENT INTERNATIONAL LTD.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

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 - STOCKHOLDERS' EQUITY:

During the nine months ended September 30, 2000, the Company issued 1,500,000
shares of its common stock and paid $100,000 in cash to Gulf Oil Limited
Partnership f/k/a Catamount Petroleum Limited Partnership ("Gulf Oil") in
settlement of claims against the Company by Gulf Oil. The value of these shares
of common stock were determined to be $.143 per share. This amount was
determined by converting the liability that was accrued to Gulf Oil to a price
per share equivalent of the number of shares of common stock issued in the
settlement agreement.

In January 2000, the Company issued options to purchase 500,000 shares of its
common stock at an exercise price of $.01 per share to James J. Ryan, a member
of the Board of Directors, for services rendered.


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<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 2000, the Company incurred a loss of $606,000 and had
negative cash flows of $573,000 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 $398,000. The primary reason for this decrease was a
reduction in operating expenses incurred by the Company in the first nine months
of this year as compared to the first nine months of 1999. The Company is also
experiencing a liquidity shortage.

RESULTS OF OPERATIONS

The Company had no revenue from operation during the first nine months of 2000
and 1999.

Selling, general and administrative costs for the nine months and three months
ended September 30, 2000 were $360,000 and $129,000, respectively as compared to
$622,000 and $165,000, respectively for the comparable periods in 1999. These
amounts represent decreases of $262,000 and $36,000, respectively. This decrease
is primarily attributable to decreased officer salary.

Interest expense decreased $169,000 or 41% to $246,000 for the nine months ended
September 30, 2000 from $415,000 during the same period during 1999. The
decrease in interest expense was directly attributable to the Company's
obligation under capital lease approaching maturity.

LIQUIDITY AND CAPITAL RESOURCES

The Company experienced negative cash flow from operations of $573,000 in the
nine-month period ended September 30, 2000 due primarily to an operating cash
loss of $557,000 net of the change in non-cash working capital balances related
to operations. Proceeds of $874,000 from Trans Continental Records had a
positive impact on cash flow, however, this was offset by debt reduction under
the Company's capital lease obligation. The Company also had negative working
capital of $5,152,000 as at September 30, 2000 compared with $4,809,000 at
December 31, 1999. Because of the continued negative cash flow, working capital
and existing encumbrances on assets, the Company has relied on loans, cash
advances, and guarantees from Louis Pearlman, the Company's president and
principal stockholder, and TransContinental Airlines ("TCA"), a related party,
Trans Continental Records ("TCR"), a related party, and other affiliated
companies of which Mr. Pearlman is the Chairman, President, and shareholder.
There can be no assurance that Mr. Pearlman, TCA, TCR, and affiliates will make
additional loans, cash advances, and guarantees on an ongoing basis. At
September 30, 2000, the Company owed $4,093,000 to related parties. Repayment of
such amounts has been deferred 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) continued arrangements with companies 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. On July 31, 2000, the Company
signed a stock purchase agreement with WeBeCD.com, Inc. ("WeBeCD"). The
agreement calls for the Company to acquire 100% of the WeBeCD capital stock
outstanding, including the options and warrants of WeBeCD. If all agreement
terms are met, shares of the Company's common stock will be issued in exchange
for shares of WeBeCD's common stock. The Company has an anticipated closing date
of December 31, 2000.

On October 25, 2000, the Company executed a Letter of Intent with EMG Holdings,
a Swedish company that provides content in the premium and special products
markets and coordinates music products for direct response television, to
acquire all of the issued and outstanding shares of EMG in exchange for shares
of the Company, to be negotiated. Although there can be no assurances, the
Company anticipates that this transaction will close on December 28, 2000,
contemporaneous with its annual meeting of shareholders.


Other



                                       6
<PAGE>

The Company has approximately $47,825,000 in losses for income tax purposes
available to reduce future taxable income which will begin to expire in 2000. We
have no commitments for capital expenditures of a material nature in the near
future.

Additional Factors That May Affect Future Results

Future Operating Results - Future operating results may be impacted by a number
of factors that could cause actual results to differ materially from those
stated herein, which reflect management's current expectations. These factors
include worldwide economic and political conditions, industry specific factors,
the Company's ability to maintain access to external financing sources and its
financial liquidity, the acceptance of the Company by small and mid-sized
businesses, and the Company's ability to manage expense levels.

Stock Price Fluctuations - The Company's participation in a highly competitive
industry often results in significant volatility in the Company's common stock
price. This volatility in the stock price is a significant risk investors should
consider.

Forward Looking Statements - This report contains certain forward-looking
statements that are based on current expectations. In light of the important
factors that can materially affect results, including those set forth above and
elsewhere in this report, the inclusion of forward-looking information herein
should not be regarded as a representation by the Company or any other person
that the objectives or plans of the Company will be achieved. The Company may
encounter competitive, technological, financial and business challenges making
it more difficult than expected to continue to market its products and services;
competitive conditions within the industry may change adversely; the Company may
be unable to retain existing key management personnel; the Company's forecasts
may not accurately anticipate market demand; and there may be other material
adverse changes in the Company's operations or business. Certain important
factors affecting the forward looking statements made herein include, but are
not limited to (i) accurately forecasting capital expenditures and (ii)
obtaining new sources of external financing. Assumptions relating to budgeting,
marketing, product development and other management decisions are subjective in
many respects and thus susceptible to interpretations and periodic revisions
based on actual experience and business developments, the impact of which may
cause the Company to alter its capital expenditure or other budgets, which may
in turn affect the Company's financial position and results of operations.


                                       7
<PAGE>

Part II

ITEM 1 - LEGAL PROCEEDINGS

            Not applicable

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

            On January 14, 2000, 1,500,000 shares of the Company's common stock
            was issued to Gulf Oil. This issuance was the result of a settlement
            agreement dated December 15, 1999 (Note 2).

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

            In June 2000, Alan Siegel resigned as a member of the Board of
            Directors in order to focus on other activities of affiliates of the
            Company and to provide a vacancy for a new member in light of recent
            and possible future acquisitions.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

            (a)   The following exhibit is filed herewith:

                  Exhibit 27.1 Financial Data Schedule


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<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 13, 2000             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)


                                       9