AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 1999
                                                    REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

<TABLE>

<S>                                     <C>                                <C>
        Delaware                        1040                               13-3858917
(State or other jurisdiction            (Primary Standard               (I.R.S. employer
of incorporation or organization)   Classification Code Number)     identification number)
</TABLE>

                           200 EAST PALMETTO PARK ROAD
                       SUITE 200BOCA RATON, FLORIDA 33431
                                 (561) 393-6685
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                   ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
                         STOCK OPTION AND INCENTIVE PLAN
                            (Full Title of the Plan)

                      HARRY WINDERMAN, ESQ.GENERAL COUNSEL
                   ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
                           200 EAST PALMETTO PARK ROAD
                       SUITE 200 BOCA RATON, FLORIDA 33431
                                 (561) 393-6685
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

APPROXIMATE  DATE OF COMMENCEMENT  OF PROPOSED SALE TO THE PUBLIC:  At a time or
times as may be determined by the selling  stockholders  after this registration
statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering.[ ]


<PAGE>

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If any of the  securities  being  registered on this Form are being offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box.[ ]

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------
Title of Each Class of               Amount to be     Proposed           Proposed            Amount of
Securities to be Registered          registered       Maximum            Maximum             registration
                                                      Aggregate          Aggregate           Fee
                                                      Offering Price     Offering Price
                                                      Per Share
------------------------------------------------------------------------------------------------------------
<S>                                  <C>              <C>                <C>                 <C>
Common Stock, $.001 par value        250,000(1)       $2.75(1)(2)        $687,500(1)         $191.13
------------------------------------------------------------------------------------------------------------
Total     $
------------------------------------------------------------------------------------------------------------
</TABLE>

(1)         Includes  shares  issuable under the  registrant's  Stock Option and
            Incentive  Plan.  Also  registered  are the  undetermined  number of
            shares of common  stock that may be issued to adjust for any mergers
            or other  anti-dilutive  events  described  in the Stock  Option and
            Incentive Plan.

(2)         Estimated solely for the purpose of calculating the registration fee
            in  accordance  with Rule 457 under the  Securities  Exchange Act of
            1933, as amended,  based on $2.75, the per share average of high and
            low sales prices of the common stock on the Nasdaq  Over-the-Counter
            Market on August 5, 1999.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                                       2

<PAGE>

            The  following  documents  filed with the  Securities  and  Exchange
Commission (the  "Commission") are incorporated  herein by reference by Atlantic
International Entertainment, Ltd. (the "Company") and made a part hereof:

            (a) The Company's  Registration  Statement Form 10-SB filed with the
Commission  on  November  15, 1995 and  amended on Form  10-SB/A  filed with the
Commission on March 1, 1996;

            (b) The  Company's  Annual Report on Form 10-KSB for the year ending
December,  1998  and the  Quarterly  Report  on Form  10-QSB  for the
Quarter  ended March 31, 1999; and

            (c) The Company's  Current  Reports on Form 8-K dated July 16, 1996,
November 18, 1996, December 19, 1996, January 30, 1997, and July 6, 1999.

            All reports and other  documents  subsequently  filed by the Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all  securities  offered  hereby  have  been  sold  or  which  de-registers  all
securities  remaining  unsold,  shall be deemed to be  incorporated by reference
herein and to be a part hereof  from the date of the filing of such  reports and
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

            Not applicable.
                                        3

<PAGE>
ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section 102 of the  Delaware  General  Corporation  Law, as amended,
allows a  corporation  to  eliminate  the  personal  liability of directors of a
corporation to the corporation or its  stockholders  for monetary  damages for a
breach of fiduciary duty as a director,  except where the director  breached his
or her duty of  loyalty,  failed to act in good  faith,  engaged in  intentional
misconduct or knowingly violated a law,  authorized the payment of a dividend or
approved a stock  repurchase in violation of Delaware  corporate law or obtained
an improper  personal  benefit.  The Registrant has limited the liability of its
directors  for  money  damages  in  Article  VIII of its  Amended  and  Restated
Certificate of Incorporation (its "Charter"), which reads as follows:

            No director of the  Corporation  shall be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except  liability for (i) any breach of the director's duty
of loyalty to the  Corporation or its  stockholders;  (ii) any acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law;  (iii) under  Section 174 of the  General  Corporation  Law; or (iv) any
transaction from which the director derived any improper personal  benefit.  The
foregoing sentence notwithstanding,  if the


                                       4
<PAGE>

General Corporation Law is hereafter amended to authorize further elimination or
a limitation on the liability of a director of a corporation, then the liability
of a director of this Corporation  shall be eliminated or limited to the fullest
extent permitted by the General Corporation Law, as so amended.

            Any  repeal  or  modification  of  this  Article  VIII  by  (i)  the
stockholders of the Corporation or (ii) amendment to the General Corporation Law
of Delaware (unless statutory amendment  specifically  provides to the contrary)
shall not adversely affect any right or protection,  existing  immediately prior
to the  effectiveness  of repeal or  modification  with  respect  to any acts or
omissions  occurring either before or after repeal or modification,  of a person
serving as a director at the time of repeal or modification.

Section 145 of the Delaware General Corporation Law, as amended, provides that a
corporation  may  indemnify any person who was or is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation),  by reason of the fact that he
is or was a director, officer, employee or agent of the corporation or is or was
serving at its request in capacity in another  corporation,  partnership,  joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in  connection  with action,  suit or  proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the  corporation  and, with respect to any criminal  action or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
Registrant has provided for  indemnification of directors,  officers,  employees
and agents in Article VII of its Charter, which reads as follows:

The  Corporation  shall  indemnify,  and  advance  expenses  to, its  directors,
officers,  employees  and  agents,  and all  persons  who at any time  served as
directors,  officers,  employees  or agents of the  Corporation,  to the maximum
extent  permitted,  and in the manner  provided by,  Section 145 of the Delaware
General Corporation Law, as amended, or any successor provisions, and shall have
power to make any other or  further  indemnity  permitted  under the laws of the
State of Delaware.  The indemnification  provided for herein shall not be deemed
exclusive of any other right to which those  indemnified  may be entitled  under
any  Bylaw,  agreement,  vote of  stockholders  or  disinterested  directors  or
otherwise,  both as to  action  in his  official  capacity  and as to  action in
another capacity while holding office, and shall continue as to a person who has
ceased to be a  director,  officer,  employee,  or agent and shall  inure to the
benefit of the heirs,  executors,  and administrators of a person. Any repeal or
modification of this Article VIII by (i) the  stockholders of the Corporation or
(ii)  amendment to the General  Corporation  Law of Delaware  (unless  statutory
amendment  specifically provides to the contrary) shall not adversely affect any
right or protection,  existing  immediately prior to the effectiveness of repeal
or modification with respect to any acts or omissions occurring either before or
after repeal or  modification,  of a person serving as a director at the time of
repeal or modification.

In  addition,  Section 5 of  Article  VII of the  Bylaws of the  Registrant,  as
amended, provides as follows:

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange


                                       5
<PAGE>

Commission  indemnification  is  against  public  policy  as  expressed  in  the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification against liabilities (other than the payment by the Registrant of
expenses  incurred or paid by a director,  officer or controlling  person of the
Registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by  director,  officer or  controlling  person in  connection  with the
securities being  registered,  the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction  the question of whether  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of issue.

Item 7.  Exemption From Registration Claimed

Not applicable.

                                       6

<PAGE>

Item 8.    Exhibits and Financial Statement Schedules.

      (a)         Exhibits:

           4.1     --       Specimen common stock certificate.

          *5.1     --       Opinion of Harry Winderman, Esq.
                            (included in Exhibit 23.2).

          10.1     --       Incentive stock Option Plan for Employees,
                            Directors, Consultants and Advisers.

         *10.1a    --       Incentive Stock Option Plan effective January 1,
                            1999.

         *23.1     --       Consent of Moore Stephens, P.C.

         *23.2     --       Consent of Harry Winderman, Esq.

         *24.0     --       Power of Attorney, included on the signature page to
                            this registration statement

__________________________

*     Included herein.

Item 9.     Undertakings.

The undersigned registrant undertakes:

            a.    File,   during   any  period  in  which  it  offers  or  sales
                  securities,  a post-effective  amendment to this  registration
                  statement to;

            (i)   Include any  prospectus  required by Section 10 (a) (3) of the
                  Securities Act of 1993;

            (ii)  Reflect  in  the   prospectus   any  facts  or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information in the registration statement;

            (iii) Include any additional or changed material  information on the
                  plan   of   distributionnot   previously   disclosed   in  the
                  Registration   Statement  or  any  material  changes  to  such
                  information in the Registration Statement;

                  provided,  however,  that paragraphs (i) and (ii) above do not
                  apply  if  the  information  required  to  be  included  in  a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed by the registrant  pursuant to Section
                  13 or 15(d) of the  Securities  Exchange  Act of 1934 that are
                  incorporated by reference in the Registration Statement;

                                       7

<PAGE>

            b.    For  determining  liability  under the Securities Act of 1933,
                  treat  each  post-effective  amendment  as a new  registration
                  statement of the  securities  offered,  and in the offering of
                  securities at that time to be the initial bona fide offering.

            c.    File a  post-effective  amendment to remove from  registration
                  any of the  securities  that  remain  unsold at the end of the
                  offering.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  each such  liabilities  (other  than the payment by the  registrant  of
expenses  incurred or paid by a trustee,  officer or  controlling  person of the
registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such trustee,  officer or controlling  person in connection with the
securities being  registered,  the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                                   SIGNATURES

            Pursuant to the  requirements  of the  Securities  Act of 1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in Boca Raton, Florida, on the 2nd day of August, 1999.

                                    ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.

                                    By: /s/ Richard Iamunno
                                       -----------------------------------
                                        Richard Iamunno, President

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints Norman J. Hoskin and Richard Iamunno and each of
them, as his true and lawful  attorneys-in-fact  and agents,  with full power of
substitution and  resubstitution,  for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to  this  registration   statement,  or  any  related  registration
statement that is to be effective upon filing  pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Securities Act"), and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact


                                       8
<PAGE>

and agents,  and each of them,  full power and  authority to do and perform each
and  every  act and  thing  requisite  and  necessary  to be done in  connection
therewith,  as  fully to all  intents  and  purposes  as he might or could do in
person,  ratifying and confirming all that said attorneys-in-fact and agents, or
any of them,  or their,  or his  substitute or  substitutes,  may lawfully do or
cause to be done by virtue hereof.

             Pursuant  to  the   requirements   of  the  Securities   Act,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

       Signature                   Title                              Date

/s/  John Copelyn                 Chairman of the Board         August 2, 1999
----------------------------
     John Copelyn
/s/  Richard A. Iamunno           President, Chief Executive    August 2, 1999
----------------------------      Officer and Director
        Richard A. Iamunno


                                  Director
----------------------------
        Jeffrey Hurwitz
                                  Director
----------------------------
        Martin McCarthy

/s/     Marcel Golding            Director                      August 2, 1999
----------------------------
        Marcel Golding

                                  Director
----------------------------
        Dr. Leonard Haimes

/s/     Peter Lawson              Chief Financial Officer,      August 2, 1999
----------------------------      Principal Accounting
          Peter Lawson            Officer and Director
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21335}]
{"company-data": {"conformed-name": "ATLANTIC INTERNATIONAL ENTERTAINMENT LTD", "cik": "0001003739", "assigned-sic": "7372", "irs-number": "133858917", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84873", "film-number": "99682581"}, "business-address": {"street1": "200 E PALMETTO PARK RD, STE 200", "city": "BOCA RATON", "state": "FL", "zip": "33432", "phone": "5613936685"}, "mail-address": {"street1": "200 E PALMETTO PARK RD STE 200", "city": "BOCA RATON", "state": "FL", "zip": "33432"}, "former-company": {"former-conformed-name": "CEEE GROUP CORP", "date-changed": "19951120"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 1999
                                                    REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                   ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
             (Exact name of registrant as specified in its charter)
Delaware                        1040                               13-3858917
(State or other jurisdiction            (Primary Standard               (I.R.S. employer
of incorporation or organization)   Classification Code Number)     identification number)
200 EAST PALMETTO PARK ROAD
                       SUITE 200BOCA RATON, FLORIDA 33431
                                 (561) 393-6685
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                   ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
                         STOCK OPTION AND INCENTIVE PLAN
                            (Full Title of the Plan)

                      HARRY WINDERMAN, ESQ.GENERAL COUNSEL
                   ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
                           200 EAST PALMETTO PARK ROAD
                       SUITE 200 BOCA RATON, FLORIDA 33431
                                 (561) 393-6685
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

APPROXIMATE  DATE OF COMMENCEMENT  OF PROPOSED SALE TO THE PUBLIC:  At a time or
times as may be determined by the selling  stockholders  after this registration
statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering.[ ]
If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If any of the  securities  being  registered on this Form are being offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box.[ ]

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
Title of Each Class of               Amount to be     Proposed           Proposed            Amount of
Securities to be Registered          registered       Maximum            Maximum             registration
                                                      Aggregate          Aggregate           Fee
                                                      Offering Price     Offering Price
                                                      Per Share
------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value        250,000(1)       $2.75(1)(2)        $687,500(1)         $191.13
------------------------------------------------------------------------------------------------------------
Total     $
------------------------------------------------------------------------------------------------------------
(1)         Includes  shares  issuable under the  registrant's  Stock Option and
            Incentive  Plan.  Also  registered  are the  undetermined  number of
            shares of common  stock that may be issued to adjust for any mergers
            or other  anti-dilutive  events  described  in the Stock  Option and
            Incentive Plan.

(2)         Estimated solely for the purpose of calculating the registration fee
            in  accordance  with Rule 457 under the  Securities  Exchange Act of
            1933, as amended,  based on $2.75, the per share average of high and
            low sales prices of the common stock on the Nasdaq  Over-the-Counter
            Market on August 5, 1999.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                                       2
The  following  documents  filed with the  Securities  and  Exchange
Commission (the  "Commission") are incorporated  herein by reference by Atlantic
International Entertainment, Ltd. (the "Company") and made a part hereof:

            (a) The Company's  Registration  Statement Form 10-SB filed with the
Commission  on  November  15, 1995 and  amended on Form  10-SB/A  filed with the
Commission on March 1, 1996;

            (b) The  Company's  Annual Report on Form 10-KSB for the year ending
December,  1998  and the  Quarterly  Report  on Form  10-QSB  for the
Quarter  ended March 31, 1999; and

            (c) The Company's  Current  Reports on Form 8-K dated July 16, 1996,
November 18, 1996, December 19, 1996, January 30, 1997, and July 6, 1999.

            All reports and other  documents  subsequently  filed by the Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all  securities  offered  hereby  have  been  sold  or  which  de-registers  all
securities  remaining  unsold,  shall be deemed to be  incorporated by reference
herein and to be a part hereof  from the date of the filing of such  reports and
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

            Not applicable.
                                        3
ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section 102 of the  Delaware  General  Corporation  Law, as amended,
allows a  corporation  to  eliminate  the  personal  liability of directors of a
corporation to the corporation or its  stockholders  for monetary  damages for a
breach of fiduciary duty as a director,  except where the director  breached his
or her duty of  loyalty,  failed to act in good  faith,  engaged in  intentional
misconduct or knowingly violated a law,  authorized the payment of a dividend or
approved a stock  repurchase in violation of Delaware  corporate law or obtained
an improper  personal  benefit.  The Registrant has limited the liability of its
directors  for  money  damages  in  Article  VIII of its  Amended  and  Restated
Certificate of Incorporation (its "Charter"), which reads as follows:

            No director of the  Corporation  shall be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except  liability for (i) any breach of the director's duty
of loyalty to the  Corporation or its  stockholders;  (ii) any acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law;  (iii) under  Section 174 of the  General  Corporation  Law; or (iv) any
transaction from which the director derived any improper personal  benefit.  The
foregoing sentence notwithstanding,  if the

                                       4
General Corporation Law is hereafter amended to authorize further elimination or
a limitation on the liability of a director of a corporation, then the liability
of a director of this Corporation  shall be eliminated or limited to the fullest
extent permitted by the General Corporation Law, as so amended.

            Any  repeal  or  modification  of  this  Article  VIII  by  (i)  the
stockholders of the Corporation or (ii) amendment to the General Corporation Law
of Delaware (unless statutory amendment  specifically  provides to the contrary)
shall not adversely affect any right or protection,  existing  immediately prior
to the  effectiveness  of repeal or  modification  with  respect  to any acts or
omissions  occurring either before or after repeal or modification,  of a person
serving as a director at the time of repeal or modification.

Section 145 of the Delaware General Corporation Law, as amended, provides that a
corporation  may  indemnify any person who was or is a party or is threatened to
be  made a  party  to any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation),  by reason of the fact that he
is or was a director, officer, employee or agent of the corporation or is or was
serving at its request in capacity in another  corporation,  partnership,  joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in  connection  with action,  suit or  proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the  corporation  and, with respect to any criminal  action or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
Registrant has provided for  indemnification of directors,  officers,  employees
and agents in Article VII of its Charter, which reads as follows:

The  Corporation  shall  indemnify,  and  advance  expenses  to, its  directors,
officers,  employees  and  agents,  and all  persons  who at any time  served as
directors,  officers,  employees  or agents of the  Corporation,  to the maximum
extent  permitted,  and in the manner  provided by,  Section 145 of the Delaware
General Corporation Law, as amended, or any successor provisions, and shall have
power to make any other or  further  indemnity  permitted  under the laws of the
State of Delaware.  The indemnification  provided for herein shall not be deemed
exclusive of any other right to which those  indemnified  may be entitled  under
any  Bylaw,  agreement,  vote of  stockholders  or  disinterested  directors  or
otherwise,  both as to  action  in his  official  capacity  and as to  action in
another capacity while holding office, and shall continue as to a person who has
ceased to be a  director,  officer,  employee,  or agent and shall  inure to the
benefit of the heirs,  executors,  and administrators of a person. Any repeal or
modification of this Article VIII by (i) the  stockholders of the Corporation or
(ii)  amendment to the General  Corporation  Law of Delaware  (unless  statutory
amendment  specifically provides to the contrary) shall not adversely affect any
right or protection,  existing  immediately prior to the effectiveness of repeal
or modification with respect to any acts or omissions occurring either before or
after repeal or  modification,  of a person serving as a director at the time of
repeal or modification.

In  addition,  Section 5 of  Article  VII of the  Bylaws of the  Registrant,  as
amended, provides as follows:

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange

                                       5
Commission  indemnification  is  against  public  policy  as  expressed  in  the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification against liabilities (other than the payment by the Registrant of
expenses  incurred or paid by a director,  officer or controlling  person of the
Registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by  director,  officer or  controlling  person in  connection  with the
securities being  registered,  the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction  the question of whether  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of issue.

Item 7.  Exemption From Registration Claimed

Not applicable.

                                       6
Item 8.    Exhibits and Financial Statement Schedules.

      (a)         Exhibits:

           4.1     --       Specimen common stock certificate.

          *5.1     --       Opinion of Harry Winderman, Esq.
                            (included in Exhibit 23.2).

          10.1     --       Incentive stock Option Plan for Employees,
                            Directors, Consultants and Advisers.

         *10.1a    --       Incentive Stock Option Plan effective January 1,
                            1999.

         *23.1     --       Consent of Moore Stephens, P.C.

         *23.2     --       Consent of Harry Winderman, Esq.

         *24.0     --       Power of Attorney, included on the signature page to
                            this registration statement

__________________________

*     Included herein.

Item 9.     Undertakings.

The undersigned registrant undertakes:

            a.    File,   during   any  period  in  which  it  offers  or  sales
                  securities,  a post-effective  amendment to this  registration
                  statement to;

            (i)   Include any  prospectus  required by Section 10 (a) (3) of the
                  Securities Act of 1993;

            (ii)  Reflect  in  the   prospectus   any  facts  or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information in the registration statement;

            (iii) Include any additional or changed material  information on the
                  plan   of   distributionnot   previously   disclosed   in  the
                  Registration   Statement  or  any  material  changes  to  such
                  information in the Registration Statement;

                  provided,  however,  that paragraphs (i) and (ii) above do not
                  apply  if  the  information  required  to  be  included  in  a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed by the registrant  pursuant to Section
                  13 or 15(d) of the  Securities  Exchange  Act of 1934 that are
                  incorporated by reference in the Registration Statement;

                                       7
b.    For  determining  liability  under the Securities Act of 1933,
                  treat  each  post-effective  amendment  as a new  registration
                  statement of the  securities  offered,  and in the offering of
                  securities at that time to be the initial bona fide offering.

            c.    File a  post-effective  amendment to remove from  registration
                  any of the  securities  that  remain  unsold at the end of the
                  offering.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  each such  liabilities  (other  than the payment by the  registrant  of
expenses  incurred or paid by a trustee,  officer or  controlling  person of the
registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such trustee,  officer or controlling  person in connection with the
securities being  registered,  the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

            Pursuant to the  requirements  of the  Securities  Act of 1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in Boca Raton, Florida, on the 2nd day of August, 1999.

                                    ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.

                                    By: /s/ Richard Iamunno
                                       -----------------------------------
                                        Richard Iamunno, President

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints Norman J. Hoskin and Richard Iamunno and each of
them, as his true and lawful  attorneys-in-fact  and agents,  with full power of
substitution and  resubstitution,  for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to  this  registration   statement,  or  any  related  registration
statement that is to be effective upon filing  pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Securities Act"), and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact

                                       8
and agents,  and each of them,  full power and  authority to do and perform each
and  every  act and  thing  requisite  and  necessary  to be done in  connection
therewith,  as  fully to all  intents  and  purposes  as he might or could do in
person,  ratifying and confirming all that said attorneys-in-fact and agents, or
any of them,  or their,  or his  substitute or  substitutes,  may lawfully do or
cause to be done by virtue hereof.

             Pursuant  to  the   requirements   of  the  Securities   Act,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

       Signature                   Title                              Date

/s/  John Copelyn                 Chairman of the Board         August 2, 1999
----------------------------
     John Copelyn
/s/  Richard A. Iamunno           President, Chief Executive    August 2, 1999
----------------------------      Officer and Director
        Richard A. Iamunno

                                  Director
----------------------------
        Jeffrey Hurwitz
                                  Director
----------------------------
        Martin McCarthy

/s/     Marcel Golding            Director                      August 2, 1999
----------------------------
        Marcel Golding

                                  Director
----------------------------
        Dr. Leonard Haimes

/s/     Peter Lawson              Chief Financial Officer,      August 2, 1999
----------------------------      Principal Accounting
          Peter Lawson            Officer and Director