SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    Form 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): June 9, 1999


                   Atlantic International Entertainment, Ltd.
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             (Exact name of registrant as specified in its charter)


        Delaware                      0-27256                  13-3858917
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 (State or other jurisdiction        (Commission             (IRS Employer
 of incorporation)                   File Number)            Identification No.)


        200 East Palmetto Park Road, Suite 200, Boca Raton, Florida 33431
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                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (561) 393-6685


         2290 Corporate Boulevard, Suite 311, Boca Raton, Florida 33431
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         (Former name or former address, if changed since last report.)



ITEM 5.     OTHER ITEMS.

The  Company is making  this  statement  in order to satisfy  the "safe  harbor"
provisions  contained in the Private  Securities  Litigation Reform Act of 1995.
This  Report on Form 8-K  includes  forward-looking  statements  relating to the
business of the Company. Forward-looking statements contained herein or in other
statements made by the Company are made based on Management's  expectations  and
beliefs  concerning  future  events  impacting  the  Company  and are subject to
uncertainties  and factors  relating to the  Company's  operations  and business
environment,  all of which are difficult to predict and many of which are beyond
the control of the Company,  that could cause  actual  results of the Company to
differ materially from those matters expressed in or implied by  forward-looking
statements. The Company believes that the following factors, among others, could
affect its future  performance and cause actual results of the Company to differ
materially from those expressed in or implied by forward-looking statements made
by or on behalf of the  Company:  (a)  general  economic,  business  and  market
conditions;  (b)  competition;  (c) the success of advertising  and  promotional
efforts;  (d) trends  within the Internet  Gaming and Internet  Supply  Provider
industries;  (e) the existence or absence of adverse  publicity;  (f) changes in
relationships  with the Company's major customers or in the financial  condition
of those customers;  and (g) the adequacy of the Company's  financial  resources
and the availability and terms of any additional capital.  Such  forward-looking
statements  are based on  assumptions  that the Company will continue to design,
market and provide successful new services, that competitive conditions will not
change materially, that demand for the Company's services will continue to grow,
that the Company will retain and add  qualified  personnel,  that the  Company's
forecasts will accurately  anticipate  revenue growth and the costs of producing
that growth,  and that there will be no material adverse change in the Company's
business.   In  light  of  the   significant   uncertainties   inherent  in  the
forward-looking  information  included in this Form 8-K,  actual  results  could
differ materially from the forward-looking information contained herein.

On July 13, 1999, in the civil action by Kelley & Kelley Advertising,  Inc., the
Company's advertising  consultant during the Company's initial stage in 1996, in
response to the Company's motion,  the judge reduced the $350,000.00 in punitive
damages  to  approximately  $105,000.00.  The  judge  has also  agreed to review
further  pleadings  and the record to determine  if the punitive  damages may be
reduced  even  further.  Counsel  for the  Company  intends  to file  additional
pleadings  requesting  the reduction of all of the punitive  damage  award.  The
Court,  as yet,  has not  scheduled  the  Company's  other motion for a directed
verdict  (overturning the jury verdict) based on Florida's  "Economic Loss Rule"
which  precludes  tort  damages in a breach of  contract  case.  Counsel for the
Company has again  advised the Company  that the verdict is against the manifest
weight of the evidence and the law and if not reversed by the trial judge,  then
the Company  should be  successful  on appeal.  The Company will use any and all
resources to reverse the above jury decision and will, if necessary,  vigorously
prosecute its appeal rights.


                                    SIGNATURE

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

                                    ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.

Dated: August 30, 1999              By: /s/ Richard Iamunno
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                                    Name:  Richard Iamunno
                                    Title: President and Chief Executive Officer