UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

/ X /    QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                    For the Quarter Ended September 30, 1996

                                       OR

/   /    TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

          For the transition period from ____________to ______________.

                         Commission File Number: 0-27256

                             CEEE GROUP CORPORATION
        (Exact name of small business issuer as specified in its charter)


                    COLORADO                      13-3858917
 (State or other jurisdiction of        (I.R.S. Employer Identification Number)
incorporation or organization)

         2200 Corporate Boulevard, Suite 317, Boca Raton, Florida 33431
                    (Address of principal executive offices)

Registrant's telephone no., including area code:                  (561) 995-2190

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 past 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      /    /

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

                  Class                 Outstanding as of September 30, 1996
-----------------------------------     ---------------------------------------
Common Stock, $.001 par value                        9,021,533

<PAGE>
                                TABLE OF CONTENTS

Heading                                                                    Page

                         PART I. - FINANCIAL INFORMATION

Item 1.    Financial Statements................................................1

           Consolidated Balance Sheet - September 30, 1996 (Unaudited)
             and December 31, 1995.............................................2

           Consolidated Statement of Operations - Three months
             and nine months ended September 30, 1995 and 1996 (Unaudited).... 3

           Consolidated Statement of Cash Flows - Nine months ended
             September 30, 1995 and 1996 (Unaudited)...........................4

           Notes to Consolidated Financial Statements (Unaudited)........... 5-6

Item 2.    Management's Discussion and Analysis of Financial Condition
             and Results of Operations.......................................7-8

                          PART II. - OTHER INFORMATION

Item 1.    Legal Proceedings...................................................9

Item 2.    Changes In Securities...............................................9

Item 3.    Defaults Upon Senior Securities.....................................9

Item 4.    Submission of Matters to a Vote of Securities Holders...............9

Item 5.    Other Information...................................................9

Item 6.    Exhibits and Reports on Form 8-K....................................9

           Signatures.........................................................10

                                       -i-

<PAGE>
                                     PART I

Item 1.    Financial Statements

           The following  unaudited  Financial  Statements  for the period ended
           September 30, 1996, have been prepared by CEEE Group Corporation (the
           "Company").



                             CEEE GROUP CORPORATION

                        Consolidated Financial Statements

                    September 30, 1996 and December 31, 1995




<PAGE>
                             CEEE GROUP CORPORATION
                           Consolidated Balance Sheet

                                     ASSETS
<TABLE>
<CAPTION>

                                                                           December 31,                       September 30,
                                                                               1995                               1996
                                                                           ------------                       -----------
                                                                                                              (Unaudited)
<S>                                                                           <C>                            <C>      
Current assets:
    Cash                                                                       $200,677                      $ 408,764
    Accounts receivable                                                          13,250                         61,500
    Due from related parties                                                     11,096                         44,096
    Prepaid expenses and other receivables                                       25,092                         29,348
                                                                               --------                      ---------

         Total current assets                                                   250,115                        543,708

Property assets - at cost, less accumulated
    depreciation and amortization of $285
    and $10,746                                                                   1,138                        128,316

Other assets                                                                     10,625                         14,702
                                                                               --------                      ---------

         Total assets                                                          $261,878                      $ 686,726
                                                                               ========                      =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                           $ 12,449                      $  83,701
    Income taxes payable                                                         90,500                              -
    Loan payable - stockholders                                                    -                            40,600
                                                                               --------                      ---------

         Total current liabilities                                              102,949                        124,301

Stockholders' equity - Note 2:
    Common stock - par value $.001 authorized -
         10,000,000 shares; issued and outstanding
         8,500,033 shares and 9,021,533 shares                                    8,500                          9,021
    Additional paid-in capital                                                  476,609                        939,456
    Accumulated deficit                                                        (326,180)                      (386,052)
                                                                               --------                      --------- 
         Total stockholders' equity                                             158,929                        562,425
                                                                               --------                      ---------

           Total liabilities and stockholders' equity                          $261,878                      $ 686,726
                                                                               ========                      =========
</TABLE>




                 See accompanying notes to financial statements.

                                       -2-

<PAGE>
                             CEEE GROUP CORPORATION
                      Consolidated Statement of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             For the Three Months                     For the Nine Months
                                                              Ended September 30,                      Ended September 30,

                                                           1995                 1996                1995                1996
                                                         ---------           ---------            ---------          ----------


<S>                                                     <C>                 <C>                  <C>                <C>
Consulting fee income -  Note 3                         $ 228,449            $  49,352           $ 405,805            $363,084
                                                        ---------           ----------           ---------          ----------

Costs and expenses:
  Management fee - affiliate                               90,000                    -             165,800                   -
  General and administrative                               47,691              214,198              92,100             453,049
  Interest Income                                               -               (2,314)                  -              (2,314)
                                                        ---------           ----------           ---------          ----------
           Total costs and expenses                       137,691              211,884             257,900             450,735
                                                        ---------           ----------           ---------          ----------

Operating income (loss)                                    90,758             (162,532)            147,905             (87,651)

Other income (loss) - sale of
  investment securities                                         -               (4,871)                  -               5,379
                                                        ---------           ----------             -------          ----------
Income (loss) before provision for
  income taxes                                             90,758            (167,403)             147,905             (82,272)
                                                        ---------           ----------             -------          ----------
Provision (credit) for income taxes                        34,290              (41,00)              45,728             (22,400)
                                                        ---------           ----------             -------          ----------

Net income (loss)                                       $  56,468           $(126,403)            $102,177          $  (59,872)
                                                        =========           =========             ========          ==========

Net income (loss) per
  common share - Note 4                                 $     .01           $    (.01)            $    .01          $     (.01)
                                                        =========           =========             ========          ===========

Weighted average number of
  common shares
  outstanding - Note 4                                  8,894,597            8,952,542           8,894,597           8,913,908
                                                        =========           ==========           =========           =========

</TABLE>



                 See accompanying notes to financial statements.

                                       -3-

<PAGE>
                             CEEE GROUP CORPORATION
                      Consolidated Statement of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                        For the Nine Months
                                                                                        Ended September 30,
                                                                                    1995                       1996
                                                                                 ----------                  ----------

<S>                                                                               <C>                        <C>       
Operating activities:
    Net income (loss)                                                             $102,177                   $ (59,872)
    Adjustments to reconcile net income (loss) to net cash
         provided by (used in) operating activities:
           Depreciation and amortization                                             213                        10,461
           Consulting fees received in the form of
                  investment securities                                            (19,600)                    (26,246)
           Expenses paid by stockholder                                              --                            873
           Gain on sale of investments                                               --                         (5,379)
    Change in operating assets and liabilities:
           (Increase) decrease in assets:
         Accounts receivable                                                        (9,529)                    (48,250)
         Due from related parties                                                    --                        (33,000)
         Other                                                                       --                        (17,337)
         Increase (decrease) in liabilities:
            Accounts payable and accrued expenses                                   11,851                      71,252
            Income taxes payable                                                    45,728                     (90,500)
            Loan payable - stockholders                                              --                         40,600
                                                                                  --------                   ---------

    Net cash provided by (used in) operating activities                            130,840                    (157,398)
                                                                                  --------                   ---------

Investing activities:
    Proceeds from sale of investments                                                --                         40,628
    Additions to property assets                                                    (1,423)                   (137,639)
         Net cash (used in) investing activities                                    (1,423)                    (97,011)
                                                                                  --------                   ---------

Financing activities:
    Proceeds from sale of common shares                                               90                       470,746
      (net of issuance costs)
    Purchase of treasury shares                                                      --                         (8,250)

         Net cash provided by financing activities                                    90                       462,496
                                                                                  --------                     ---------

Net increase in cash                                                               129,507                     208,087

Cash, beginning of period                                                            --                        200,677

Cash, end of period                                                               $129,507                   $ 408,764
                                                                                  ========                   =========

Supplemental cash flows information:

    Cash paid for interest                                                        $  --                      $    -
                                                                                  --======                   =========
    Cash paid for taxes                                                           $  --                      $  90,500
                                                                                  =====--=                   =========
</TABLE>



                 See accompanying notes to financial statements.

                                       -4-

<PAGE>
                             CEEE GROUP CORPORATION
             Notes to Consolidated Financial Statements (Unaudited)

Note 1   -     BASIS OF PREPARATION

               The accompanying  unaudited interim financial  statements include
               all adjustments  (consisting  only of those of a normal recurring
               nature)  necessary  for a fair  statement  of the results for the
               interim periods. The results of operations and cash flows for the
               nine month period ended  September  30, 1996 are not  necessarily
               indicative  of the  results  of  operations  or cash  flows to be
               reported for the full year ending December 31, 1996.

Note 2   -     BUSINESS COMBINATION

               On July 16, 1996,  the Company  entered into an Exchange of Stock
               Agreement  and  Plan  of  Reorganization   (the  "Stock  Exchange
               Agreement"). Under the terms of the Stock Exchange Agreement, the
               Company  acquired  all of the  shares of  Atlantic  International
               Capital,  Ltd. ("Atlantic Capital"),  a Delaware corporation,  in
               exchange  for an  aggregate  of  25,183,759  shares of its common
               stock, of which 7,000,000  shares were  immediately  issuable and
               18,183,759  shares were to be issued following an increase in the
               Company's  authorized capital.  The Company plans to satisfy this
               obligation by issuing  approximately  6,061,253  shares of Common
               Stock to the former  Atlantic  Capital  stockholders  following a
               1-for-3 share exchange upon the consummation of a merger with and
               into  its   wholly-owned   subsidiary,   Atlantic   International
               Entertainment,   Ltd.   which  was  approved  by  the   Company's
               stockholders  on November  18,  1996.  Upon  consummation  of the
               merger,  the  Company's   authorized  capital  will  increase  to
               100,000,000   shares  of  Common  Stock,   $.001  par  value  and
               10,000,000  shares  of  Preferred  Stock,  $.001 par  value.  The
               combination has been accounted for as a reverse acquisition,  and
               the combined  entity  intends to operate  under the name Atlantic
               International Entertainment,  Ltd. The consolidated balance sheet
               as of  September  30,  1996 does not  reflect  the effects of the
               recapitalization,  issuance of the additional  common shares,  or
               the  reverse  stock  split,  all of which  were  approved  by the
               stockholders on November 18, 1996.

               CEEE has conducted only limited operations prior to 1984, and has
               been  substantially  inactive  since  that  time.  It  previously
               considered itself to be a development stage company as defined in
               Statement of Financial Accounting Standards No. 7.

Note 3   -     MAJOR CUSTOMERS

               Consulting  fees derived from major  customers  are  tabulated as
               follows:


                                       -5-

<PAGE>
<TABLE>
<CAPTION>

                                THREE MONTHS ENDED                                 NINE MONTHS ENDED
                                   SEPTEMBER 30,                                     SEPTEMBER 30,
                       --------------------------------                -----------------------------------
                             1995                1996                        1995                  1996
                          (Unaudited)         (Unaudited)                 (Unaudited)           (Unaudited)
<S>                          <C>                 <C>                         <C>                     <C>
Customer A                   21%                  --                         26%                      9%
Customer B                    3%                  --                         30%                      9%
1ustomer C                   22%                  --                         12%                     35%
Customer D                    --                 91%                          --                     12%
Customer E                   49%                  --                         29%                     --
</TABLE>


Note 4   -        PER SHARE DATA

                  Per share  data are based on the  weighted  average  number of
                  common  shares  outstanding  during  the  respective  periods,
                  retroactively  adjusted to reflect the common shares issued in
                  exchange  for  all  outstanding   common  shares  of  Atlantic
                  International  Capital,  Ltd., including the additional shares
                  authorized by the Company's  stockholders on November 18, 1996
                  (Note 2), and the effects of a 1-for-3  reverse  stock  split,
                  also approved on November 18, 1996.

                                       -6-

<PAGE>
                             CEEE GROUP CORPORATION

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

                  RECENT DEVELOPMENTS

                  On July 16,  1996,  the  Company  entered  into an Exchange of
                  Stock  Agreement  and  Plan  of  Reorganization   (the  "Stock
                  Exchange  Agreement")  with  Atlantic  International  Capital,
                  Ltd.,  a Delaware  corporation  ("Atlantic  Capital")  and the
                  shareholders of Atlantic Capital. In connection with the Stock
                  Exchange Agreement, the Company acquired all of the issued and
                  outstanding   shares  of  Atlantic   Capital  and  the  former
                  shareholders  of Atlantic  Capital  received an  aggregate  of
                  7,000,000  shares of the Company's  authorized  but previously
                  unissued  common  stock.  Pursuant  to the  terms of the Stock
                  Exchange  Agreement,  the  Company  is  obligated  to issue an
                  additional  18,183,759  shares of the Company's  common stock.
                  The  Company   will  satisfy   this   obligation   by  issuing
                  approximately  6,061,253  shares following the merger with and
                  into  its  wholly-owned  subsidiary,   Atlantic  International
                  Entertainment, Ltd., and the resulting 1-for-3 share exchange,
                  as  described  below.  Following  the  execution  of the Stock
                  Exchange   Agreement  and  the  subsequent   issuance  of  the
                  additional  shares of the Company's  common stock,  the former
                  shareholders of Atlantic Capital will own approximately 94% of
                  the Company's issued and outstanding shares of common stock.

                  On October 31,  1996,  the Company  issued  365,200  shares of
                  Common  Stock in a private  placement of its  securities.  The
                  Company received net proceeds of approximately $339,636.

                  On November  18, 1996,  the Company  entered into an Agreement
                  and Plan of  Merger  pursuant  to which  the  Company  will be
                  merged  with  and  into  a  wholly-owned  Delaware  subsidiary
                  thereby,   among  other  things,  (a)  changing  its  name  to
                  "Atlantic International  Entertainment,  Ltd.", (b) increasing
                  the  number  of  shares of  authorized  capital  stock and (c)
                  authorizing  the receipt by the holders of its Common Stock of
                  one share for each three shares held by them as of the date of
                  the merger. The Company's  shareholders approved the Agreement
                  and Plan of Merger on November  18, 1996,  and such  agreement
                  will become  effective  upon filing the required  documents in
                  the States of Delaware and Colorado.


                                       -7-

<PAGE>
                  RESULTS OF OPERATIONS

                  As a result of the Stock Exchange  Agreement,  the business of
                  Atlantic   Capital   became  the   business  of  the  Company.
                  Accordingly,  the majority of the operational results shown on
                  the  financial   statements  reflect  activity  from  Atlantic
                  Capital,  since CEEE was a development  stage company for 1995
                  and through July,  1996.  The Company  currently  develops and
                  markets  products and services  which are offered and operated
                  via the Internet and World Wide Web. The Company's  operations
                  are focused on two major  industries  which  include  Internet
                  gaming transactions and international  distribution of medical
                  products and equipment.

                  The Company incurred  expenses of $214,198 in the three months
                  ended  September  30,  1996 and  $453,049  for the nine months
                  ended   September  30,  1996.  Such  expenses  were  primarily
                  attributable to research and  development  costs for a virtual
                  casino and sports book.

                  During the three month and nine month periods ended  September
                  30, 1996,  the Company had a net loss of $126,403 and $59,872,
                  respectively.  Revenue was only $49,352 for the third  quarter
                  because the Company focused its attention away from consulting
                  services  and to the  development  of  consumer  and  business
                  products  and  services  that are offered and operated via the
                  Internet and World Wide Web.

                  During 1996 funds of  approximately  $470,746  were  generated
                  from the sale of 521,500 shares of common stock.

                  In the opinion of management, inflation has not had a material
                  effect on the operation of the Company.

                                       -8-

<PAGE>
                             CEEE GROUP CORPORATION
                                     PART II

Item 1.  Legal Proceedings

         There are presently no material pending legal  proceedings in which the
         Company is a party or to which any of its property is subject.

Item 2.  Changes in Securities

         This Item is not applicable to the Company.

Item 3.  Defaults Upon Senior Securities

         This Item is not applicable to the Company.

Item 4.  Submission of Matters to a Tote of Security Holders

         This Item is not applicable to the Company.

Item 5.  Other Information

         This Item is not applicable to the Company.

Item 6.  Exhibits and Reports on Form 8-K

         a)   Exhibits

              27       Financial Data Schedule


         b)   Reports on Form 8-K

              The Company  filed with the  Commission,  a report on Form 8-K and
              Form 8- K/A dated July 16,  1996,  reporting  the  acquisition  of
              Atlantic  International  Capital,  Ltd.  pursuant to that  certain
              Exchange of Stock  Agreement and Plan of  Reorganization,  and the
              resulting change in control.

                                       -9-

<PAGE>
                             CEEE GROUP CORPORATION


         In accordance with the  requirements of the Securities  Exchange Act of
1934,  the  Registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.


                                                  CEEE Group Corporation


Date:    November 19, 1996                    By:/s/ Richard A. Iamunno
                                                 ------------------------------
                                                 (Signature)
                                                 Richard A. Iamunno, President
                                                 and Chief Executive Officer

Date:    November 19, 1996                    By:/s/ Norman Hoskin
                                                 ------------------------------
                                                 (Signature)
                                                 Norman J. Hoskin, Treasurer
                                                 (Principal Financial and
                                                 Principal Accounting Officer)

                                      -10-