-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q2pbQYtL43WebBlGYBm2h4zC+7NYO7TRuXdxEUqHbEKGwNauEjRnU70qZ3uHfUvI iIw2Pf6SMrFGB52o9FrSoQ== 0000921895-97-000900.txt : 19971124 0000921895-97-000900.hdr.sgml : 19971124 ACCESSION NUMBER: 0000921895-97-000900 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971121 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC INTERNATIONAL ENTERTAINMENT LTD CENTRAL INDEX KEY: 0001003739 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 133858917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-27256 FILM NUMBER: 97726560 BUSINESS ADDRESS: STREET 1: 2200 CORPORATE BOULEVARD STREET 2: SUITE 317 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 407 995 2190 FORMER COMPANY: FORMER CONFORMED NAME: CEEE GROUP CORP DATE OF NAME CHANGE: 19951120 10QSB 1 FORM 10QSB 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, 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) 200 East Palmetto Park Road, Suite 200, Boca Raton, Florida 33432 (Address of principal executive offices) Registrant's telephone no., including area code: (561) 393-6685 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, 1997 ----------------------------- ------------------------------------ Common Stock, $.001 par value 9,465,184 TABLE OF CONTENTS Heading Page PART 1. - FINANCIAL INFORMATION Item 1. Financial Statements ..............................................2 Consolidated Balance Sheet - September 30, 1997 (Unaudited)......3-4 Pro-Forma Consolidated Statement of Operations (Unaudited).........5 Consolidated Statement of Changes in Stockholders' Equity (Unaudited) .......................................................6 Consolidated Statement of Cash Flows - Nine months ended September 30, 1996 and 1997 (Unaudited)..........................7-8 Notes to Consolidated Financial Statements (Unaudited)..........9-11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations .....................................12-13 PART II. - OTHER INFORMATION Item 1. Legal Proceedings.................................................14 Item 2. Changes In Securities ............................................14 Item 3. Defaults Upon Senior Securities...................................14 Item 4. Submission of Matters to a Vote of Securities Holders ............14 Item 5. Other Information ................................................14 Item 6. Exhibits and Reports on Form 8-K .................................14 Signatures .......................................................15 Exhibit - 27 .....................................................16 i PART 1 Item 1. Financial Statements The following unaudited financial Statements for the period ended September 30, 1997, have been prepared by Atlantic International Entertainment, Ltd. (the "Company"). ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD. Financial Statements September 30, 1997 ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD. CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1997 (UNAUDITED) September 30, 1997 ------------------ (Unaudited) ASSETS CURRENT ASSETS Cash in Bank $ 1,647 Accounts Receivable (net of $4,500 in allowance for bad debts) 3,726,296 Advances 3,548 Prepaid Expenses 7,713 ---------- Total Current Assets: 3,739,204 ---------- Property and Equipment, at cost - Net of Accumulated Depreciation and Amortization of $73,845 424,448 Software - Net of Accumulated Amortization of $230,702 1,169,006 OTHER ASSETS Investment in Subsidiary: Customer Lists 1,374,687 Goodwill 162,000 ---------- 1,536,687 Accumulated Amortization 60,692 ---------- 1,475,995 Investments 52,962 Security Deposits 23,831 Organization Costs - (Net of Accum Amort of $806) 2,419 Due From Related Party 49,855 Other Assets 3,836 Deferred Income Taxes 548,400 ---------- Total Other Assets 2,157,298 ---------- Total Assets $7,489,956 ========== See accompanying notes to financial statements 3 ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD LTD CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1997 (UNAUDITED) Liabilities and Stockholders'Equity: CURRENT LIABILITIES Accounts Payable $ 545,225 Customer Deposits 64,873 Current Portion of Long Term Debt 18,086 Other Current Liabilities 76,754 Due to Officers 11,946 ---------- Total Current Liabilities 716,884 OTHER LIABILITIES Long Term Debt Net of Current 57,271 Deferred Income Taxes 585,405 Notes Payable 155,000 ---------- Total Other Liabilities 797,676 SHAREHOLDERS'S EQUITY: Preferred Stock - Par Value $.001 Per Share, Authorized 10,000,000 Shares, None Issued or Outstanding -- 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 3,962,919 Retained Earnings 2,003,012 ---------- Total Stockholders' Equity 5,975,396 ---------- Total Liabilities and Stockholders' Equity $7,489,956 ========== See accompanying notes to financial statements. 4 ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD. PRO-FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For The Three Months Ended For The Nine Months Ended September 30 September 30, -------------------------------------------------------------- 1996 1997 1996 1997 --------------------------------------------- ----------- REVENUE Consulting Fees $ 49,352 $ -- $ 363,084 $ -- Software Sales and Related Charges -- 2,160,000 -- 3,759,272 Support Fees -- -- -- 21,000 ISP and Website Income -- 146,017 -- 290,168 ----------- ----------- ----------- ----------- Total Revenue 49,352 2,306,017 363,084 4,070,440 COST OF SALES Installation and Hardware Costs -- 109,710 -- 202,041 Internic Regist. Fees / Connect Fees -- 36,225 -- 86,265 ----------- ----------- ----------- ----------- Total -- 145,935 -- 288,306 Gross Profit 49,352 2,160,082 363,084 3,782,134 OPERATING EXPENSES General and Administrative 214,198 508,259 453,049 1,155,276 Amortization -- 77,636 -- 248,430 Depreciation -- 32,225 -- 67,798 ----------- ----------- ----------- ----------- Total Operating Expenses 214,198 618,120 453,049 1,471,504 Income (Loss) From Operations (164,846) 1,541,962 (89,965) 2,310,630 OTHER INCOME (EXPENSE) Interest Income 2,314 -- 2,314 3,741 Interest Expense -- (4,072) -- (5,441) Income Tax 41,000 -- 22,400 (119,068) Loss on Sale of Investments (4,871) -- -- (20,784) Gain on Sale of Investments -- -- 5,379 -- ----------- ----------- ----------- ----------- Total Other Income (Expense) 38,443 (4,072) 30,093 (141,552) Income From Continuing Operations (126,403) 1,537,890 (59,872) 2,169,078 (Loss) from Operations of Discontinued Foreign Subsidiary -- -- -- (69,531) Gain on Sale of Discontinued Foreign Subsidiary -- -- -- 120,895 ----------- ----------- ----------- ----------- Total Income from Discontinued Oper -- -- -- 51,364 Net Income (Loss) (126,403) 1,537,890 (59,875) 2,220,442 Retained Earnings (Deficit) - Beginning (259,649) 465,122 (326,180) (217,430) Retained Earnings (Deficit) - Ending $ (386,052) $ 2,003,012 $ (386,052) $ 2,003,012 =========== =========== =========== =========== (Loss) Income Per Common Share $ (0.01) $ 0.16 $ (0.01) $ 0.23 =========== =========== =========== =========== Number of Shares 8,952,542 9,465,184 8,913,908 9,429,434 =========== =========== =========== ===========
See accompanying notes to financial statements. 5 ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
Common Stock Additional Number Paid - In Shares Amount Capital ----------------------------------------------------- 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) Consolidation Elimination-EmiNet -- -- 14,238 Income from Continuing Operations -- -- -- Disposal of Discontinued Operations -- -- 98,775 [Loss] from Discontinued Operations -- -- -- ----------------------------------------------------- Balance - June 30, 1997 9,465,184 9,465 3,949,444 Contribution of Capital -- -- 13,475 Income - Third Quarter 1997 -- -- -- ----------------------------------------------------- Balance - September 30, 1997 9,465,184 9,465 3,962,919 =====================================================
Retained Total Earnings Preferred Stockholders' (Deficit) Stock Equity 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) Consolidated Elimination-EmiNet -- -- 14,238 Income from Continuing Operations $ 631,188 -- 631,188 Disposal of Discontinued Operations 120,895 -- 219,670 [Loss] from Discontinued Operations (69,531) -- (69,531) ----------------------------------------------------- Balance - June 30, 1997 465,122 -- 4,424,031 Contribution of Capital -- -- 13,475 Income - Third Quarter 1997 $1,537,890 -- 1,537,890 ----------------------------------------------------- Balance - September 30, 1997 $2,003,012 $ -- $ 5,975,396 =====================================================
See accompanying notes to financial statements 6 ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
For The Nine Months Ended -------------------------------- September 30, September 30, 1996 1997 -------------------------------- Operating Activities: (Loss) Income From Continuing Operations $ (59,872) $ 2,169,078 ---------- ----------- Cash Flows from Operating Activities: Adjustments to reconcile net loss to net Cash provided by operating activities: Depreciation and amortization 10,461 316,228 Consulting fees received in form of Securities (26,246) -- Expenses paid by stockholder 873 -- Gain (loss) on sale of investment (5,379) (20,784) Changes in operating assets and liabilities: Decrease (increase) in: Trade accounts receivable (48,250) (3,726,296) Prepaid expenses and other current assets -- 70,323 Security Deposits -- (23,831) Investments -- (52,962) Refundable Income Tax -- 77,215 Other assets (17,337) (552) Deferred income tax -- (548,400) Increase (decrease) in: Accounts payable and Accrued Expenses 71,252 292,280 Income taxes payable (90,500) -- Customer Deposits -- 64,026 Other Current Liabilities (33,000) 76,754 Loans payable - stockholders 40,600 (9,709) Deferred Income Taxes -- 585,405 ---------- ----------- Net cash - Continuing Operations - Forward (157,398) (731,225) 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 (157,398) (720,136) ---------- ----------- Investing Activities - Continuing Operations Net increase in due from related parties -- Net increase (decrease) in Other Receivable -- -- Sale (Purchase) of Subsidiary -- (1,620,000) Sale (Purchase) of Investments 40,628 (73,746) Sale (Purchase) of property and equipment (137,639) (322,870) ---------- ----------- Net cash used in investing activities - Forward $ ( 97,011) $(2,016,616)
See accompanying notes to financial statements 7 ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (CONTINED)
For the Nine Months Ended September 30, ---------------------------------- 1996 1997 ---------------------------------- Investing Activities - Discontinuing Operations (Purchase) Disposition of property and equipment $ -- $ 11,110 Net Cash Investing Activities (97,011) (2,005,506) Financing Activities - Continuing Operations Proceeds from issuance of common stock 470,746 1,949,330 Increase (Decrease) in loan payable to shareholder -- (9,709) Additions to paid in capital -- 27,713 Increase in equipment loans -- 95,557 Principal payments on capitalized lease and not borrowing -- (10,565) Purchase of Treasury Shares (8,250) -- Increase in notes payable -- 155,000 Net cash - Financing Activities - Continuing Operations 462,496 2,207,326 Financing Activities - Discontinued Operations Additions to Additional paid in Capital -- 98,775 Net Cash Financing Activities 462,496 2,306,101 Increase (Decrease) in cash and cash equivalents 208,087 (419,541) Cash & cash equivalents beginning of period 200,677 421,188 Cash & cash equivalents, end of period $ 408,764 $ 1,647 =========== =========== Supplemental disclosure of cash flow information: Cash paid (received) during the period for: Interest Expense $ -- $ 5,441 Income Tax Refund (Applied) $ -- $ 77,215 Income Tax $ 90,500 $ 119,068
See accompanying notes to financial statements 8 ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD. Notes to Consolidated Financial Statements (Uunaudited) September 30, 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 nine month period ended September 30, 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. 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 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 9 ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD. Notes to Consolidated Financial Statements (Continued) September 30, 1997 acquired assets and amortized over the remaining life of the assets. No payments were paid or accrued for the third quarter 1997. 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 Nine Months Ended September 30, September 30, --------------------------------------------------------------- 1996 1997 1996 1997 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Customer A - (Consulting) 8,000 - $ 28,000 - Customer B - (Consulting) 12,000 - 21,500 - Customer C - (Consulting) 48,5000 - 131,000 - Customer D - (Software System) - - - 600,000 Customer E - (Software System) - - - 410,000 Customer F - (Software System) - - - 450,000 Customer G - (Software System) - - - 150,000 Customer H - (Software System) - 375,000 - 375,000 Customer I - (Software System) - 600,000 - 600,000 Customer J - (Software System) - 450,000 - 450,000 Customer K - (Software System) - 150,000 - 150,000 Customer L - (Software System) - 585,000 - 585,000
10 ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD. September 30, 1997 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. 11 ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD. September 30, 1997 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, 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 of the stock 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 $ 1,155,276 in the nine months ended September 30, 1997. Such expenses were primarily attributable to marketing the Company's Internet products as well as continued development of its Internet products. During the nine month period ended September 30, 1997, the Company had net income of $ 2,220,442, of which The EmiNet Domain, Inc., (EmiNet), contributed $65,156 in profits. Revenue was $ 2,306,017 for the third quarter of which EmiNet contributed $ 466,285. 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). 12 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) RESULTS OF OPERATIONS (Continued) During the third quarter the Company continued it's marketing campaign of it's Internet products and the results of operations showed four Internet Casino Extension(TM) (ICE(TM)) systems installed and operational as well as three webSports(TM) system installed and operational. Support contracts for these systems is expected to generate an additional monthly income stream of $11,000 for the next forty-eight months. Product development continues to be an on-going process as additional features are added to existing products and additions are made at the customer's request. We anticipate continued market leadership in the systems offered and anticipate an additional investment in the development and upgrades of our products of approximately $400,000 over the next twelve months. Our wholly owned subsidiary, The EmiNet Domain, Inc., has upgraded its' hardware and software in order to better compete with area Internet service providers by offering the latest technology and system features. An aggressive marketing campaign began in the fourth quarter aimed at web page hosting, site development, individual and commercial monthly accounts. In looking forward to the fourth quarter of 1997 we continue to see considerable interest building in our Internet products. The Company has signed contracts and is in the process of installing four Internet Casino Extension(TM) (ICE(TM)) systems as well as three webSports(TM) systems and it is anticipated that all installations will be complete by the close of the fourth quarter. This is expected to generate sales in excess of $2,000,000 for the quarter. In addition, these installations are expected to generate additional monthly income from support and maintenance agreements in excess of $10,000 per month over the next forty-eight months. The Company has recently entered into a pilot program in order to ascertain the viability of entering additional markets in areas such as Australia. Considerable advances have been made in the Australian jurisdictions since the second quarter and we continue to be optomistic over the Australian and area markets. We continue to watch interest and enthusiasm grow in our products and we are responding by adding key people in the development, support and sales areas. 13 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 None 14 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: November 20, 1997 By: /s/ Richard A. Iamunno ----------------------------- (Signature) Richard A. Iamunno, President And Chief Executive Officer Date: November 20, 1997 By: /s/ David P. Halaburda ----------------------------- (Signature) David P. Halaburda Chief Financial Officer 15 EX-27 2 ARTICLE 5 FDS FOR 10-QSB
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.'S FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND NOTES. 9-MOS DEC-31-1997 SEP-30-1997 1,647 0 3,730,796 (4,500) 0 3,739,204 1,898,001 304,547 7,489,956 716,884 0 9,465 0 0 5,975,396 7,489,956 4,070,440 4,070,440 288,306 1,471,504 20,784 0 5,441 2,288,146 119,068 2,169,078 51,364 0 0 2,220,442 .23 .23
-----END PRIVACY-ENHANCED MESSAGE-----