SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12B-25

                                                  Commission File Number 0-27256

                           NOTIFICATION OF LATE FILING


(Check [X] Form 10-KSB [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR
One):


For Period Ended:              December 31, 1996

[ ]    Transition Report on Form 10-K     [ ]   Transition Report on Form 10-Q
[ ]    Transition Report on Form 20-F     [ ]   Transition Report on Form N-SAR
[ ]    Transition Report on Form 11-K

For the Transition Period Ended:

         READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
TYPE.

         Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

         If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:


                         PART I. REGISTRANT INFORMATION

Full name of registrant ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.

Former name if applicable

2200 Corporate Boulevard, Suite 317
- ---------------------------------------------------------
Address of principal executive office (Street and Number)

Boca Raton, Florida 33431
- ------------------------------------------------------------
City, State and Zip Code

                        PART II. RULE 12B-25 (B) AND (C)

         If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.
(Check appropriate box.)

[X]      (a) The reasons described in reasonable detail in Part III of this form
         could not be eliminated without unreasonable effort or expense;

[X]      (b) The subject annual report, semi-annual report, transition report on
         Form 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
         on or before the 15th calendar day following the  prescribed  due date;
         or the subject  quarterly report or transition  report on Form 10-Q, or
         portion  thereof  will be filed on or  before  the fifth  calendar  day
         following the prescribed due date; and

[X]      (c) The  accountant's  statement  or  other  exhibit  required  by Rule
         12b-25(c) has been attached if applicable.



                               PART III. NARRATIVE

         State below in  reasonable  detail the reasons why Form  10-KSB,  11-K,
20-F,  10-Q, N- SAR or the transition  report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)

         The  Registrant was unable to file the Annual Report on Form 10-KSB for
the year ended December 31, 1996 (the "Report") without  unreasonable  effort or
expense due to the delays by the Registrant and its certified public accountants
in gathering information for inclusion therein.

                           PART IV. OTHER INFORMATION

         (1) Name and  telephone  number of person to  contact in regard to this
notification

               Richard Iamunno           (561)                     995-2190
- --------------------------------------------------------------------------------
                  (Name)             (Area Code)            (Telephone number)


         (2) Have all other periodic  reports required under Section 13 or 15(d)
of the Securities  Exchange Act of 1934 or Section 30 of the Investment  Company
Act of 1940 during the  preceding 12 months or for such shorter  period that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                                                 [X] Yes  [ ] No

         (3) Is it  anticipated  that  any  significant  change  in  results  of
operations  from the  corresponding  period  for the last  fiscal  year  will be
reflected by the  earnings  statements  to be included in the subject  report or
portion thereof?

                                                                 [X] Yes  [ ] No

         If  so:  attach  an  explanation  of  the  anticipated   change,   both
narratively and  quantitatively,  and, if  appropriate,  state the reasons why a
reasonable estimate of the results cannot be made. (See Attachment B hereto).

                   Atlantic International Entertainment, Ltd.
- --------------------------------------------------------------------------------
                  (Name of registrant as specified in charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date         March 31, 1997                   By /s/ Richard Iamunno
                                              ----------------------
                                              Name:  Richard Iamunno
                                              Title: President

                  INSTRUCTION. The form may be signed by an executive officer of
         the registrant or by any other duly authorized representative. The name
         and title of the  person  signing  the form  shall be typed or  printed
         beneath  the  signature.  If the  statement  is signed on behalf of the
         registrant  by an  authorized  representative  (other than an executive
         officer),  evidence of the representative's authority to sign on behalf
         of the registrant shall be filed with the form.

                                       -2-



ATTACHMENT A

                              MOORE STEPHENS, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
                         340 NORTH AVENUE EAST, SUITE 6
                         CRANFORD, NEW JERSEY 07016-2461





                                              March 31, 1997




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

         We are  retained  by  Atlantic  International  Entertainment,  Ltd.  as
independent  certified public accountants to report on the financial  statements
at December  31, 1996 and for the fiscal years then ended.  We have  endeavored,
with the full cooperation of the Company, to obtain the necessary information to
meet the filing  requirements  for Form 10-KSB,  both as to form and timeliness.
Due to the extensive period of time and the related delay in developing data for
the financial statements, we will not have sufficient time to complete our audit
by March 31, 1997 which is the  required  filing date for the  Company's  annual
report, without unreasonable effort and expense.

                                             Very truly yours,

                                             /s/ Moore Stephens, P.C.
                                                 --------------------
                                                 MOORE STEPHENS, P.C.


                                  -3-


ATTACHMENT B

The  Registrant  anticipates  that  a  significant  change  in  the  results  of
operations  from the  corresponding  period  for the last  fiscal  year  will be
reflected by the earnings  statements  to be included in the Form 10-KSB for the
fiscal year ended December 31, 1996 due to the Registrant's  change in business.
During the fiscal year ended December 31, 1995, the Registrant had no operations
other than searching for a business  combination.  The Registrant  anticipates a
loss in the fiscal year ended  December 31, 1996 primarily due to costs incurred
in  connection  with the  development  and  marketing of its  internet  software
products. A reasonable estimate of such loss could not be made by March 31, 1997
without  unreasonable  effort or expense because of the need to develop,  review
and analyze additional data before such estimate can be made.

                                       -4-