SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A



            QUARTERLY REPORT PURSUANT TO SECTION 13, OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996


                         COMMISSION FILE NUMBER: 0-27256



                             CEEE GROUP CORPORATION
             (Exact Name of Registrant As Specified In Its Charter)


         COLORADO                                           13-3858917
(State or other jurisdiction of                             (I.R.S. employer
  incorporation or organization)                            identification no.)

2200 CORPORATE BOULEVARD, SUITE 317, BOCA RATON, FLORIDA    33431
(Address of principal executive offices)                    (Zip code)

Registrant's telephone number, including area code:  561-995-2190


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during 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 / /


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 8,500,033 shares of the
Company's common stock - $.001 par value - were outstanding as of August 14,
1996.

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Item 6.   Exhibits and Reports On Form 8-K
          --------------------------------

              (a)  Exhibits:

                      Exhibit 27- Financial Data Schedule

                     The Company hereby amends Item 6 of this Form 10-QSB by
              including the financial data schedule as an exhibit hereto.

              (b)  Reports on Form 8-K

                    The Company has filed a report on Form 8-K dated July 16,
              1996, which reports the acquisition by the Company of Atlantic
              International Capital, Ltd. pursuant to that certain Exchange of
              Stock Agreement and Plan of Reorganization and the resulting
              change of control. No report on Form 8-K was filed by the Company
              during the three month period ended June 30, 1996.


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<PAGE>

                               S I G N A T U R E S


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf of the
undersigned thereunto duly authorized.






                                       CEEE GROUP CORPORATION
                                       (Registrant)




                                       /s/ Richard A. Iamunno 
                                       -----------------------------------------
                                       Richard A. Iamunno (President)




                                       /s/ Norman J. Hoskin 
                                       -----------------------------------------
                                       Norman J. Hoskin (Principal Financial and
                                       Accounting Officer)




Date: November 22, 1996


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