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 March 31, 1997

                                       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

                   ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
        (Exact name of small business issuer as specified in its charter)

         DELAWARE                                      65-0512785
(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      [ ]    NO [X]

                      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 March 31, 1997
-------------------------------                 --------------------------------
  Common Stock, $.001 par value                           9,465,184
<PAGE>
                                TABLE OF CONTENTS


Heading                                                                  Page


                         PART 1. - FINANCIAL INFORMATION

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

          Consolidated Balance Sheet - March 31, 1997 (Unaudited) .........2

          Consolidated Statement of Operations.............................3

          Consolidated Statement of Changes in Stockholders' Equity .......4

          Consolidated Statement of Cash Flows - Three months ended 
          March 31, 1997 (unaudited).................................... 5-6

          Notes to Consolidated Financial Statements (Unaudited)........ 7-9

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations ...................................10-11


                  PART II. - OTHER INFORMATION

Item 1.   Legal Proceedings ..............................................12

Item 2.   Changes In Securities...........................................12

Item 3.   Defaults Upon Senior Securities.................................12

Item 4.   Submission of Matters to a Vote of Securities Holders ..........12

Item 5.   Other Information ..............................................12

Item 6.   Exhibits and Reports on Form 8-K ...............................12

          Signatures .....................................................13

<PAGE>
                                     PART 1


Item 1.           Financial Statements

                  The following  unaudited  financial  Statements for the period
                  ended  March  31,  1997,   have  been   prepared  by  Atlantic
                  International Entertainment, Ltd. (the "Company").



                   ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.

                              Financial Statements

                                 March 31, 1997



<PAGE>
                   ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                              AS OF MARCH 31, 1997
<TABLE>
<CAPTION>


                                                                                          March 31, 1997
                                                                                        --------------------
                                                                                            (Unaudited)

                                     ASSETS
<S>                                                                                          <C>
CURRENT ASSETS
   Cash in Bank                                                                              $  238,785
   Accounts Receivable                                                                          848,000
   Refundable Income Tax                                                                         23,100
   Prepaid Expenses                                                                              17,720
                                                                                             ----------

   Total Current Assets:                                                                      1,127,605
                                                                                             ----------

Property and Equipment, at Cost - Net of Accumulated
   Depreciation and Amortization of $32,753                                                     388,244

Software - Net of Accumulated Amortization of $108,050                                        1,003,808

OTHER ASSETS
   Investments                                                                                  109,643
   Due From Related Parties                                                                      49,118
   Organization Costs - Net of Accumulated Amortization of $484                                   2,741
   Security Deposits                                                                              4,051
   Other Assets                                                                                   1,043
   Investment in Subsidiary:
      Net Fixed Assets                                                                           83,313
      Customer Lists                                                                          1,374,687
      Goodwill                                                                                  162,000
                                                                                             ----------

   Total Other Assets                                                                         1,786,596

   Total Assets                                                                              $4,306,253
                                                                                             ==========

                                     Liabilities and Stockholders'Equity:

CURRENT LIABILITIES
   Accounts Payable                                                                          $  229,696
   Accrued Expenses                                                                              53,827
   Customer Deposits                                                                             37,873
   Due to Officers                                                                               11,946
                                                                                             ----------

   Total Current Liabilities                                                                 $  333,342

SHAREHOLDERS'S EQUITY:
   Preferred Stock - Par Value $.001 Per Share, Authorized
   10,000,000 Shares, None Issued or Outstanding                                                    -0-

   Common Stock - Par Value $001 Per Share, Authorized
   100,000,000 Shares, Issued and Outstanding 9,465,184 Shares                                    9,465

   Additional Paid - in - Capital                                                             3,935,206
   Retained Earnings                                                                             28,240
                                                                                             ----------

   Total Stockholders' Equity                                                                 3,972,911
                                                                                             ----------

   Total Liabilities and Stockholders' Equity                                                $4,306,253
                                                                                             ==========
</TABLE>

                See accompanying notes to financial statements.

                                       2
<PAGE>
                   ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                     For The Three Months Ended
                                                                             March 31,
                                                                ------------------------------------
                                                                    1997                     1996
                                                                -----------              -----------
<S>                                                             <C>                      <C> 
REVENUE
   Consulting Fees                                              $      --                $   157,593
   Software Sales                                                   604,248                     --
                                                                -----------              -----------

   Total Revenue                                                    604,248                  157,593


OPERATING EXPENSES
    General and Administrative                                      279,768                  127,697
    Amortization                                                     60,597                     --
    Depreciation                                                     13,030                      247
                                                                -----------              -----------

    Total Operating Expenses                                        353,395                  127,944

   Income From Operations                                           250,853                   29,649

OTHER INCOME (EXPENSE)
    Income Tax Expense                                              (58,858)                  (5,649)
    Interest Expense                                                   (291)                    --
    Gain on Sale of Investments                                        --                        250
    Interest Income                                                   2,602                     --
                                                                -----------              -----------

    Total Other Income (Expense)                                    (56,547)                  (5,399)

    Income From Continuing Operations                               194,306                   24,250

(Loss) from Operations of Discontinued Foreign Subsidiary           (69,531)                    --
Gain on Sale of Discontinued Foreign Subsidiary                     120,895                     --
                                                                -----------              -----------

      Total Income from Discontinued Operations                      51,364                     --

Net Income                                                      $   245,670              $    24,250


Retained Earnings - Beginning                                      (217,430)                 158,839
                                                                -----------              -----------

Retained Earnings - Ending                                      $    28,240              $   183,089
                                                                ===========              ===========


(Loss) Income Per Common Share                                  $     0.026              $     0.003
                                                                ===========              ===========

Number of Shares                                                  9,357,934                8,514,537
                                                                ===========              ===========

</TABLE>

                See accompanying notes to financial statements.

                                       3
<PAGE>
                   ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                             Common  Stock                   Additional
                                                                    Number                                   Paid - In
                                                                    Shares                Amount              Capital
                                                                --------------------------------------------------------
<S>                                                               <C>                  <C>                   <C>
Balance - December 31, 1996                                       9,190,184            $     9,190           $ 1,887,376

Sale of Common  Stock (Reg S)                                        75,000                     75               524,925

Recapitalization Costs                                                 --                     --                (174,750)

Asset Acquisition (EmiNet)                                          200,000                    200             1,599,800

Asset Acquisition Costs                                                --                     --                    (920)

Income from Continuing Operations                                      --                     --                    --

Disposal of Discontinued Operations                                    --                     --                  98,775

[Loss] from Discontinued Operations                                    --                     --                    --
                                                                --------------------------------------------------------


Balance - March 31, 1997                                          9,465,184            $     9,465           $ 3,935,206
                                                                ========================================================
</TABLE>
<TABLE>
<CAPTION>
                                                                                                              Total
                                                                  Accumulated            Preferred         Stockholders'
                                                                    Deficit                Stock              Equity
                                                                --------------------------------------------------------


<S>                                                             <C>                    <C>                   <C>        
Balance - December 31, 1996                                     $  (217,430)           $      --             $ 1,679,136

Sale of Common Stock (Reg S)                                           --                     --                 525,000

Recapitalization Costs                                                 --                     --                (174,750)

Asset Acquisition (EmiNet)                                             --                     --               1,600,000

Asset Acquisition Costs                                                --                     --                    (920)

Income from Continuing Operations                                   194,306                   --                 194,306

Gain on Disposal of Discontinued Operations                         120,895                   --                 219,670

[Loss] from Discontinued Operations                                 (69,531)                  --                 (69,531)
                                                                --------------------------------------------------------


Balance - March 31, 1997                                        $    28,240            $      --             $ 3,972,911
                                                                ========================================================

</TABLE>
                 See accompanying notes to financial statements

                                       4
<PAGE>
                   ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                   Three Months
                                                                                                  March 31, 1997

<S>                                                                                               <C>
Operating Activities:
(Loss) Income From Continuing Operations                                                          $   194,306
                                                                                                  -----------

Cash Flows from Operating Activities:
   Adjustments to reconcile net loss to net
      Cash provided by operating activities:
         Depreciation and amortization                                                                 73,627

         Changes in operating assets and liabilities:
Decrease (increase) in:
         Trade accounts receivable                                                                   (848,000)
         Prepaid expenses and other current assets                                                     39,950

         Other assets                                                                                    (229)
Increase (decrease) in:
         Accounts payable and Accrued Expenses                                                         45,386
         Income taxes payable                                                                            --
         Customer Deposits                                                                             37,242
                                                                                                  -----------

Net cash - Continuing Operations - Forward                                                           (457,718)

Discontinued Operations:
(Loss) from Discontinued Operations                                                                   (69,531)
Gain on Disposal of Discontinued Operations                                                           120,895
Adjustments to reconcile Net (Loss) to Net Cash
   Operations:
          Depreciation                                                                                  1,366

Changes in assets and liabilities:
(Increase) Decrease in:
         Other Assets                                                                                     815

Increase (Decrease) in:
         Accounts Payable                                                                             (14,808)
         Customer Deposits                                                                            (27,648)
                                                                                                  -----------

         Total Adjustments                                                                            (41,641)
                                                                                                  -----------

Net Cash - Discontinued Operations - Forward                                                           11,089
                                                                                                  -----------

Net Cash - Operating Activities - Forward                                                            (446,629)
                                                                                                  -----------

Investing Activities - Continuing Operations
         Net increase in due from related parties                                                        (845)
         Increase in Other Receivable                                                                    --
         (Purchase) of Investments                                                                 (1,620,000)
         (Purchase) of Investments                                                                   (109,643)
         Purchase of property and equipment                                                           (54,792)
                                                                                                  -----------

Net cash used in investing activities - Forward                                                    (1,785,280)
</TABLE>


                                       5
<PAGE>
                   ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
                 CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINED)
<TABLE>
<CAPTION>

                                                                                                 Three Months
                                                                                                March 31, 1997

<S>                                                                                             <C>        
Investing Activities - Discontinuing Operations
         (Purchase) Disposition of property and equipment                                            11,110

                                                                                                -----------
Net Cash Investing Activities                                                                    (1,774,170)
                                                                                                -----------

Financing Activities - Continuing Operations
         Proceeds from issuance of common stock                                                   1,949,330
         Increase in loan payable to shareholder                                                     (9,709)
                                                                                                -----------

Net cash - Financing Activities - Continuing Operations                                           1,939,621

Financing Activities - Discontinued Operations
         Additions to Additional paid in Capital                                                     98,775
                                                                                                -----------

Net Cash Financing Activities                                                                     2,038,396
                                                                                                -----------

Increase (Decrease) in cash and cash equivalents                                                   (182,403)
Cash & cash equivalents beginning of year                                                           421,188

                                                                                                ===========
Cash & cash equivalents, end of year                                                            $   238,785
                                                                                                ===========


Supplemental disclosure of cash flow  information:  Cash paid (received)  during
         the year for:

         Interest                                                                               $       291
         Income Tax Refund (Applied)                                                            $    58,858

</TABLE>

                 See accompanying notes to financial statements

                                       6
<PAGE>
                   ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
             Notes to Consolidated Financial Statements (Uunaudited)
                                 March 31, 1997


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 three month  period  ended March 31,  1997,
                  are not necessarily indicative of the results of operations or
                  cash flows to be reported  for the full year  ending  December
                  31, 1997.

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 18,153,759  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 March 31, 1997 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.



                                       7
<PAGE>
Note 3 -          Business Acquisitions
                  ---------------------

                  The business acquisition in the first quarter of 1997 has been
                  accounted  for under  the  purchase  method.  The  results  of
                  operations  of  the  acquired  business  are  included  in the
                  consolidated   financial   statements   from   the   date   of
                  acquisition.

                  On March 26, 1997,  the Company  concluded its  acquisition of
                  100% of the  outstanding  stock of The  EmiNet  Domain,  Inc.,
                  located  in  Boynton  Beach,  Florida.  EmiNet is an  Internet
                  Service  Provider  (ISP),  and  developer of Internet  related
                  software products as well as hosting commercial Web sites. The
                  Company paid $20,000 in cash and issued  200,000 shares of the
                  Company's  common stock  (approximate  market value on date of
                  issue $2,000,000).  The Stock Purchase Agreement also contains
                  additional   payments   contingent  on  the  future   earnings
                  performance of EmiNet. Any additional  payments made, when the
                  contingency  is resolved,  will be accounted for as additional
                  costs of the acquired  assets and amortized over the remaining
                  life of the assets.

                  The  following  unaudited  pro forma  consolidated  results of
                  operations  for the years ended December 31, 1996 and 1995 are
                  presented  as if the EmiNet  acquisition  has been made at the
                  beginning of each period  presented.  The EmiNet Domain,  Inc.
                  operated as an S Corporation in 1995 and 1996. Included in the
                  expenses to arrive at Net  Earnings are  reclassifications  of
                  Shareholders' Draw to Officers Salaries and Income Tax Expense
                  in the amounts of $26,200 for the short year 1995 and $132,200
                  for  1996.   The  unaudited  pro  forma   information  is  not
                  necessarily  indicative  of either the  results of  operations
                  that would have occurred had the purchase been made during the
                  periods  presented  or the  future  results  of  the  combined
                  operations.


                                                      Years ended December 31
                                                      1996             1995
                                                   ----------------------------
                  Net Sales                        $  878,097       $ 818,317
                  Net earnings (Loss)              $ (347,072)      $ 178,816
                  Earnings per common share
                    And common share equivalent    $     (.04)      $     .02



Note 4 -          Major Customers
                  ---------------

                  Income fees  derived  from major  customers  are  tabulated as
                  follow:

                                                        Three Months Ended
                                                             March 31,
                                                   ----------------------------
                                                      1996             1997
                                                      ----             ----
                                                   (Unaudited)      (Unaudited)

                  Customer A - (Consulting)          $ 20,000          -
                  Customer B - (Consulting)             9,500          -
                  Customer C - (Consulting)            83,000          -
                  Customer D - (Software System)         -          600,000


                                      8
<PAGE>

Note 5 -          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 The  EmiNet
                  Domain, Inc., including the additional shares sold pursuant to
                  a "Reg S" offering in February, 1997.





                                       9


<PAGE>

                   ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.


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

                  Recent Developments

                  On February 5, 1997, the Company  entered into an agreement to
                  purchase The EmiNet  Domain,  Inc., a Boynton  Beach,  Florida
                  based  Internet  Service  Provider  and  Developer of Internet
                  related  software  products.  The purchase price of $1,620,000
                  was payable in cash and stock.  The  purchase  price  recorded
                  reflects a discount in relation to the approximate fair market
                  value to take into consideration  certain  restrictions placed
                  upon the stock when issued.

                  The purchase of The EmiNet Domain's Commercial Web-hosting and
                  ISP base will bring a  significant  benefit  to the  Company's
                  non-gaming  Internet  products,   furthermore,   the  Internet
                  software  development  capabilities of EmiNet will augment the
                  Company's on-going gaming product development activities.

                  On March 23,  1997,  the Company  entered into an Agreement to
                  sell  its  Netherland  Antilles  based  subsidiary,   Atlantic
                  International   Entertainment,   NV.  To  Australian  Advisors
                  Corporation,  a Bahamian  corporation.  Terms of the sale call
                  for  Australian  Advisors  Corporation to purchase 100% of the
                  stock and  assets of the  subsidiary,  including  its  license
                  agreement for one webSports(TM) system.

                  In addition to the sale of the Company's subsidiary, a license
                  agreement for one Internet Casino Extension(TM)  (ICE(TM)) was
                  also purchased for $600,000.

                  On January 16, 1997,  a Stock  Purchase  Agreement  was signed
                  with  Brindenberg  Securities,  A/S under  Regulation S of the
                  Securities  & Exchange  Commission.  A total of 75,000  shares
                  were issued under this agreement.

                  Results of Operations

                  The Company incurred  expenses of $279,768 in the three months
                  ended  March  31,   1997.   Such   expenses   were   primarily
                  attributable to marketing the Company's  Internet  products as
                  well as continued development of its Internet products.

                  During  the three  month  period  ended  March 31,  1997,  the
                  Company had net income of  $245,670.  Revenue was $604,248 for
                  the first  quarter as the  Company  focused its  attention  on
                  marketing its Internet Products.

                  Other income  (expenses)  included the gain on the sale of its
                  Netherland Antillies based subsidiary,  Atlantic International
                  Entertainment N.V., Ltd. of $120,895.

                  The net  (Loss)  generated  by this  subsidiary  for the first
                  quarter 1997 operations until sale was ($69,531).



                                       10
<PAGE>
                   ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.


Item 2.           Management's  Discussion  and Analysis of Financial  Condition
                  and Results of Operations (Continued)

                  Results of Operations         (Continued)

                  During 1997 funds of $350,250 were  generated from the sale of
                  75,000 shares of common stock.

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






                                       11
<PAGE>
                   ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
                                     PART II



Item 1.           Legal Proceedings

                  There are presently no materials  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 no applicable to the Company.

Item 4.           Submission of Matters to a Vote 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  dated   March  7,  1997,   reporting   the
                           acquisition of 100% of the  outstanding  stock of The
                           EmiNet Domain, Inc. For financial statement reporting
                           purposes,  this  transaction  is being  reported as a
                           purchase.


                                       12

<PAGE>
         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.


                                     Atlantic International Entertainment, Ltd.



Date:    August 27, 1997         By:    /s/ Richard A. Iamunno
                                        ---------------------------------------
                                        (Signature)
                                        Richard A. Iamunno, President
                                        And Chief Executive Officer


Date:    August 27, 1997         By:    /s/ David Halaburda
                                        ---------------------------------------
                                        (Signature)
                                        David Halaburda
                                        (Principal Financial and
                                        Principal Accounting Officer)