As filed with the Securities and Exchange Commission on February 10, 1997
                                                    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                                  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)


     ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD. INCENTIVE STOCK OPTION PLAN
               FOR EMPLOYEES, DIRECTORS, CONSULTANTS AND ADVISERS
                            (Full Title of the Plan)


                                 RICHARD IAMUNNO
                                    PRESIDENT
                   ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
                       2200 CORPORATE BOULEVARD, SUITE 317
                            BOCA RATON, FLORIDA 33431
                     (Name and Address of agent for service)

                                 (561) 995-2190
          (Telephone number, including area code, of agent for service)


                                 WITH A COPY TO:
                               WILLIAM RILEY, ESQ.
                                  396 BROADWAY
                            NEW YORK, NEW YORK 10013
                                 (212) 219-9866

            Approximate date of proposed sales pursuant to the plan:
   FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

================================================================================================================================
                                                        Proposed                   Proposed
       Title of                                          maximum                    maximum
      securities                Amount                  offering                   aggregate                  Amount of
        to be                    to be                    price                    offering                 registration
      registered              registered                per share                    price                       fee
--------------------------------------------------------------------------------------------------------------------------------
<C>                           <C>                       <C>                       <C>                         <C>
Common Stock
par value,
$.001 per                     250,000 (1)
share                           shares                  $9.75(2)                  $2,437,500                  $738.64
================================================================================================================================
</TABLE>

(1)      There are also registered hereby such indeterminate number of shares of
         Common Stock as may become  issuable by reason of the  operation of the
         anti-dilution  provisions of the Company's  Incentive Stock Option Plan
         for Employees, Directors, Consultants and Advisers.

<PAGE>
(2)      The offering price is calculated solely for purposes of determining the
         registration  fee for this offering under Rule 457(h) of the Securities
         Act of 1933,  as  amended,  based on the average of the closing bid and
         ask price of the Company's Common Stock on February 5, 1997 as reported
         on the Nasdaq OTC Bulletin Board.


                                       -2-

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         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  Quarterly  Reports  on  Form  10-QSB  for  the
                  Quarters  ended March 31, 1996,  June 30, 1996,  and September
                  30, 1996; and

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

         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

         The Company's  Certificate of Incorporation  authorizes the issuance of
100,000,000  shares of Common Stock, $.001 par value. On February 7, 1997, there
were 9,190,564 shares of Common Stock  outstanding,  owned by approximately  283
stockholders   of  record.   Holders  of  Common   Stock  are  entitled  to  one
noncumulative  vote for each share held of record on all matters  submitted to a
vote of the  stockholders.  Subject to preferences that may be applicable to any
then  outstanding  Preferred  Stock,  holders of Common  Stock are  entitled  to
receive  ratably such dividends as may be declared by the Board of Directors out
of funds legally available therefor. In the event of a liquidation,  dissolution
or winding up of the  Company,  holders of Common  Stock are  entitled  to share
ratably in all assets remaining after payment of liabilities and the liquidation
preference of any then outstanding Preferred Stock. Holders of Common Stock have
no right to convert  their  Common Stock into any other  securities.  The Common
Stock has no preemptive or other subscription rights.

                                       -3-

<PAGE>

There are no  redemption  or sinking fund  provisions  applicable  to the Common
Stock. All issued and outstanding  shares of Common Stock are, and those offered
hereby,  when  issued,  will be, fully paid and  nonassessable  with no personal
liability attaching to the ownership thereof.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The  Company's  By-laws  authorize  indemnification  of  directors  and
officers as follows:

         ARTICLE 6 - INDEMNIFICATION

                  The  corporation  shall,  to the fullest  extent  permitted by
         Section 145 of the General Corporation Law of Delaware, as that Section
         may be  amended  and  supplemented  from  time to time,  indemnify  any
         director,  officer  or trustee  which it shall have power to  indemnify
         under the Section  against any expenses,  liabilities  or other matters
         referred to in or covered by that Section. The indemnification provided
         for in this  Article  (i) shall not be  deemed  exclusive  of any other
         rights to which those  indemnified  may be  entitled  under any by-law,
         agreement  or  vote  on  stockholders  or  disinterested  directors  or
         otherwise,  both as to action in their  official  capacities  and as to
         action in  another  capacity  while  holding  such  office,  (ii) shall
         continue  as to a person  who has ceased to be a  director,  officer or
         trustee and (iii)  shall  inure to the benefit of the heirs,  executors
         and  administrators of such a person.  The corporation's  obligation to
         provide  indemnification  under  this  Article  shall be  offset to the
         extent  of  any  other  source  of  indemnification  or  any  otherwise
         applicable   insurance  coverage  under  a  policy  maintained  by  the
         corporation or any other person.

                  Expenses   incurred  by  a  director  of  the  Corporation  in
         defending a civil or criminal  action,  suit or proceeding by reason of
         the  fact  that  he is or was a  director  of the  Corporation  (or was
         serving  at the  Corporation's  request  as a  director  or  officer of
         another corporation) shall be paid by the Corporation in advance of the
         final disposition of such action, suit or proceeding upon receipt of an
         undertaking by or on behalf of such director to repay such amount if it
         shall   ultimately  be  determined  that  he  is  not  entitled  to  be
         indemnified by the  Corporation  as authorized by relevant  sections of
         the General Corporation Law of Delaware.

                                       -4-

<PAGE>

                  To  assure  indemnification  under  this  Article  of all such
         persons who are determined by the  corporation or otherwise to be or to
         have been "fiduciaries" of any employee benefit plan of the corporation
         which may exist from time to time,  such  Section  145  shall,  for the
         purposes  of  this  Article,  be  interpreted  as  follows:  an  "other
         enterprise"  shall be deemed to include such an employee  benefit plan,
         including,  without  limitation,  any plan of the corporation  which is
         governed by the Act of Congress  entitled  "Employee  Retirement Income
         Security  Act of 1974," as amended from time to time;  the  corporation
         shall be deemed to have requested a person to serve an employee benefit
         plan  where  the  performance  by  such  person  of his  duties  to the
         corporation also imposes duties on, or otherwise  involves services by,
         such person to the plan or participants or  beneficiaries  of the plan;
         excise taxes  assessed on a person with respect to an employee  benefit
         plan  pursuant to such Act of  Congress  shall be deemed  "fines";  and
         action taken or omitted by a person with respect to an employee benefit
         plan  in  the  performance  of  such  person's  duties  for  a  purpose
         reasonably  believed  by  such  person  to be in  the  interest  of the
         participants and  beneficiaries of the plan shall be deemed to be for a
         purpose which is not opposed to the best interests of the corporation.

         See Item 9(e)  below for  information  regarding  the  position  of the
Commission  with respect to the effect of any  indemnification  for  liabilities
arising under the Securities Act of 1933, as amended.

         Section  145  of the  Delaware  General  Corporation  Law  provides  as
follows:

                  "(a) 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 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
         the  request of the  corporation  as a director,  officer,  employee or
         agent of 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 such 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  termination  of any action,
         suit or

                                       -5-

<PAGE>

         proceeding by judgment, order, settlement, conviction or upon a plea of
         nolo  contendere  or its  equivalent,  shall not,  of itself,  create a
         presumption  that the  person did not act in good faith and in a manner
         which  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  reasonable  cause to believe that his conduct was
         unlawful.

                  (b) 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  or suit by or in the  right  of the  corporation  to
         procure a judgment in its favor 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 the  request of the  corporation  as a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other enterprise against expenses (including  attorneys' fees)
         actually and reasonably  incurred by him in connection with the defense
         or settlement of such action or suit 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 except that no  indemnification  shall
         be made in  respect  of any  claim,  issue or matter  as to which  such
         person shall have been adjudged to be liable to the corporation  unless
         and only to the extent that the Court of Chancery or the court in which
         such action or suit was brought shall determine upon application  that,
         despite  the   adjudication  of  liability  but  in  view  of  all  the
         circumstances  of the  case,  such  person  is  fairly  and  reasonably
         entitled to indemnity for such expenses  which the Court of Chancery or
         such other court shall deem proper.

                  (c) To the extent that a director,  officer, employee or agent
         of a  corporation  has been  successful  on the merits or  otherwise in
         defense of any action,  suit or proceeding  referred to in  subsections
         (a) and (b) of this  section,  or in  defense  of any  claim,  issue or
         matter therein,  he shall be indemnified  against  expenses  (including
         attorneys' fees) actually and reasonably  incurred by him in connection
         therewith.

                  (d) Any indemnification  under subsections (a) and (b) of this
         section  (unless  ordered by a court) shall be made by the  corporation
         only as  authorized  in the  specific  case upon a  determination  that
         indemnification of the director,  officer,  employee or agent is proper
         in the  circumstances  because he has met the  applicable  standard  of
         conduct  set forth in  subsections  (a) and (b) of this  section.  Such
         determination shall be made (1) by the board of directors by a majority
         vote of a quorum  consisting  of directors who were not parties to such
         action, suit or proceeding, or (2) if

                                       -6-

<PAGE>

         such a quorum is not  obtainable,  or, even if  obtainable  a quorum of
         disinterested  directors so directs,  by independent legal counsel in a
         written opinion or (3) by the stockholders.

                  (e) Expenses incurred by an officer or director in defending a
         civil  or  criminal  action,  suit  or  proceeding  may be  paid by the
         corporation in advance of the final disposition of such action, suit or
         proceeding  upon  receipt  of an  undertaking  by or on  behalf of such
         director  or  officer to repay such  amount if it shall  ultimately  be
         determined that he is not entitled to be indemnified by the corporation
         as  authorized  in  this  section.  Such  expenses  incurred  by  other
         employees and agents may be so paid upon such terms and conditions,  if
         any, as the board of directors deems appropriate.

                  (f) The  indemnification  and advancement of expenses provided
         by, or granted pursuant to, the other subsections of this section shall
         not be deemed  exclusive  of any other  rights to which  those  seeking
         indemnification  or  advancement  of expenses 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 such office.

                  (g) A  corporation  shall have power to purchase  and maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee  or  agent of the  corporation,  or is or was  serving  at the
         request of the corporation as a director, officer, employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise  against any liability  asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the  corporation  would have the power to indemnify  him against
         such liability under this section.

                  (h)  For  purposes  of  this   section,   references  to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a  director,  officer,  employee  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent  corporation as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise,  shall stand in the same  position  under this section with
         respect to the resulting or surviving corporation as he would have with
         respect to such

                                       -7-

<PAGE>

         constituent corporation if its separate existence had continued.

                  (i)  For  purposes  of  this  section,  references  to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines"  shall  include  any excise  taxes  assessed  on a person  with
         respect to any employee benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer,  employee or agent of the corporation which imposes duties on,
         or involves  services by, such director,  officer,  employee,  or agent
         with  respect  to  any  employee  benefit  plan,  its  participants  or
         beneficiaries;  and a person who acted in good faith and in a manner he
         reasonably  believed  to be in  the  interest  of the  participant  and
         beneficiaries of an employee benefit plan shall be deemed to have acted
         in a manner "not opposed to the best interests of the  corporation"  as
         referred to in this section.

                  (j) The  indemnification  and advancement of expenses provided
         by, or granted  pursuant  to,  this  section  shall,  unless  otherwise
         provided when  authorized or ratified,  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 such a
         person.

                  (k) The Court of  Chancery  is hereby  vested  with  exclusive
         jurisdiction  to hear and  determine  all  actions for  advancement  of
         expenses or  indemnification  brought  under this  section or under any
         bylaw, agreement,  vote of stockholders or disinterested  directors, or
         otherwise.   The  Court  of   Chancery   may   summarily   determine  a
         corporation's  obligation  to advance  expenses  (including  attorneys'
         fees)."

         The Company  maintains a directors  and officers  insurance and company
reimbursement   policy.  The  policy  insures  directors  and  officers  against
unindemnified  loss arising from certain  wrongful acts in their  capacities and
reimburses  the  Company  for such  loss for  which  the  Company  has  lawfully
indemnified the directors and officers.  The policy contains various exclusions,
none of which relate to the offering hereunder.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

          4         -      Incentive Stock Option Plan for Employees, Directors,
                           Consultants and Advisers.

          5      -         Opinion of William J. Reilly, Esq.

                                       -8-

<PAGE>
         23(a)   -         Consent  of  Jones,  Jensen  &  Company,  independent
                           auditors.

         23(b)   -         Consent of William J. Riley,  Esq.  (included  in his
                           opinion filed herewith as Exhibit 5).

         24      -         Powers of Attorney (included on page 11).


ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

             a) To file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this registration statement

                (i) to include any  prospectus  requires by Section  10(a)(3) of
         the Securities Act of 1933;

                (ii) to reflect in the  prospectus  any facts or events  arising
         after the  effective  date of the  registration  statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the  registration  statement.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high and of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,  the
         changes in volume and price represent no more than 20 percent change in
         the maximum  aggregate  offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement;

                (iii) to include any  material  information  with respect to the
         plan of  distribution  not  previously  disclosed  in the  registration
         statement  or  any  material   change  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.

             b) That,  for the purpose of  determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration

                                       -9-

<PAGE>

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.

             c)  To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

             d) 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.

             e) 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  such  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 such  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  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.

                                      -10-

<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  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 the City of Boca  Raton, State of  Florida,  on this 10th day of
February, 1997.

                         Atlantic International Entertainment, Ltd.
                         (Registrant)

                         /S/ RICHARD IAMUNNO
                         ------------------------------------------------------
                         Richard Iamunno, Chief Executive Officer and President


                       POWER OF ATTORNEYS AND SIGNATORIES

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the date  indicated.  Each of the  undersigned  officers  and
directors of Atlantic International  Entertainment,  Ltd. hereby constitutes and
appoints Richard Iamunno and Norman Hoskin and each of them singly,  as true and
lawful  attorneys-in-fact  and  agents  with  full  power  of  substitution  and
re-substitution,  for him in his name in any and all capacities, to sign any and
all  amendments  (including  post-effective  amendments)  to  this  Registration
Statement and to file the same, with all exhibits  thereto,  and other documents
in connection  therewith,  with the  Securities  and Exchange  Commission and to
prepare  any and  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  and to make any applicable state securities law or blue sky filings,
granting unto said  attorneys-in-fact and agents, full power and authority to do
and perform  each and every act and thing  requisite  or necessary to be done to
enable said  corporation  to comply with the provisions of the Securities Act of
1933,  as  amended,   and  all  requirements  of  the  Securities  and  Exchange
Commission,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or their substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.

   SIGNATURE                     TITLE                           DATE
   ---------                     -----                           ----

/S/ NORMAN HOSKIN          Chairman of the Board,            February 10, 1997
-----------------------    Secretary & Treasurer
Norman Hoskin              (Principal Accounting and
                            Financial Officer)


/S/ RICHARD IAMUNNO        President, Chief Executive        February 10, 1997
----------------------     Officer, Director
Richard Iamunno            



/S/ STEVEN BROWN          Director                           February 10, 1997
----------------------
Steven Brown

                                      -11-
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 30347}]
{"company-data": {"conformed-name": "ATLANTIC INTERNATIONAL ENTERTAINMENT LTD", "cik": "0001003739", "assigned-sic": "1040", "irs-number": "133858917", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21501", "film-number": "97522808"}, "business-address": {"street1": "2200 CORPORATE BOULEVARD", "street2": "SUITE 317", "city": "BOCA RATON", "state": "FL", "zip": "33431", "phone": "407 995 2190"}, "former-company": {"former-conformed-name": "CEEE GROUP CORP", "date-changed": "19951120"}}
As filed with the Securities and Exchange Commission on February 10, 1997
                                                    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                                  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)

     ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD. INCENTIVE STOCK OPTION PLAN
               FOR EMPLOYEES, DIRECTORS, CONSULTANTS AND ADVISERS
                            (Full Title of the Plan)

                                 RICHARD IAMUNNO
                                    PRESIDENT
                   ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
                       2200 CORPORATE BOULEVARD, SUITE 317
                            BOCA RATON, FLORIDA 33431
                     (Name and Address of agent for service)

                                 (561) 995-2190
          (Telephone number, including area code, of agent for service)

                                 WITH A COPY TO:
                               WILLIAM RILEY, ESQ.
                                  396 BROADWAY
                            NEW YORK, NEW YORK 10013
                                 (212) 219-9866

            Approximate date of proposed sales pursuant to the plan:
   FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                        Proposed                   Proposed
       Title of                                          maximum                    maximum
      securities                Amount                  offering                   aggregate                  Amount of
        to be                    to be                    price                    offering                 registration
      registered              registered                per share                    price                       fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock
par value,
$.001 per                     250,000 (1)
share                           shares                  $9.75(2)                  $2,437,500                  $738.64
================================================================================================================================
(1)      There are also registered hereby such indeterminate number of shares of
         Common Stock as may become  issuable by reason of the  operation of the
         anti-dilution  provisions of the Company's  Incentive Stock Option Plan
         for Employees, Directors, Consultants and Advisers.
(2)      The offering price is calculated solely for purposes of determining the
         registration  fee for this offering under Rule 457(h) of the Securities
         Act of 1933,  as  amended,  based on the average of the closing bid and
         ask price of the Company's Common Stock on February 5, 1997 as reported
         on the Nasdaq OTC Bulletin Board.

                                       -2-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         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  Quarterly  Reports  on  Form  10-QSB  for  the
                  Quarters  ended March 31, 1996,  June 30, 1996,  and September
                  30, 1996; and

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

         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

         The Company's  Certificate of Incorporation  authorizes the issuance of
100,000,000  shares of Common Stock, $.001 par value. On February 7, 1997, there
were 9,190,564 shares of Common Stock  outstanding,  owned by approximately  283
stockholders   of  record.   Holders  of  Common   Stock  are  entitled  to  one
noncumulative  vote for each share held of record on all matters  submitted to a
vote of the  stockholders.  Subject to preferences that may be applicable to any
then  outstanding  Preferred  Stock,  holders of Common  Stock are  entitled  to
receive  ratably such dividends as may be declared by the Board of Directors out
of funds legally available therefor. In the event of a liquidation,  dissolution
or winding up of the  Company,  holders of Common  Stock are  entitled  to share
ratably in all assets remaining after payment of liabilities and the liquidation
preference of any then outstanding Preferred Stock. Holders of Common Stock have
no right to convert  their  Common Stock into any other  securities.  The Common
Stock has no preemptive or other subscription rights.

                                       -3-
There are no  redemption  or sinking fund  provisions  applicable  to the Common
Stock. All issued and outstanding  shares of Common Stock are, and those offered
hereby,  when  issued,  will be, fully paid and  nonassessable  with no personal
liability attaching to the ownership thereof.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The  Company's  By-laws  authorize  indemnification  of  directors  and
officers as follows:

         ARTICLE 6 - INDEMNIFICATION

                  The  corporation  shall,  to the fullest  extent  permitted by
         Section 145 of the General Corporation Law of Delaware, as that Section
         may be  amended  and  supplemented  from  time to time,  indemnify  any
         director,  officer  or trustee  which it shall have power to  indemnify
         under the Section  against any expenses,  liabilities  or other matters
         referred to in or covered by that Section. The indemnification provided
         for in this  Article  (i) shall not be  deemed  exclusive  of any other
         rights to which those  indemnified  may be  entitled  under any by-law,
         agreement  or  vote  on  stockholders  or  disinterested  directors  or
         otherwise,  both as to action in their  official  capacities  and as to
         action in  another  capacity  while  holding  such  office,  (ii) shall
         continue  as to a person  who has ceased to be a  director,  officer or
         trustee and (iii)  shall  inure to the benefit of the heirs,  executors
         and  administrators of such a person.  The corporation's  obligation to
         provide  indemnification  under  this  Article  shall be  offset to the
         extent  of  any  other  source  of  indemnification  or  any  otherwise
         applicable   insurance  coverage  under  a  policy  maintained  by  the
         corporation or any other person.

                  Expenses   incurred  by  a  director  of  the  Corporation  in
         defending a civil or criminal  action,  suit or proceeding by reason of
         the  fact  that  he is or was a  director  of the  Corporation  (or was
         serving  at the  Corporation's  request  as a  director  or  officer of
         another corporation) shall be paid by the Corporation in advance of the
         final disposition of such action, suit or proceeding upon receipt of an
         undertaking by or on behalf of such director to repay such amount if it
         shall   ultimately  be  determined  that  he  is  not  entitled  to  be
         indemnified by the  Corporation  as authorized by relevant  sections of
         the General Corporation Law of Delaware.

                                       -4-
To  assure  indemnification  under  this  Article  of all such
         persons who are determined by the  corporation or otherwise to be or to
         have been "fiduciaries" of any employee benefit plan of the corporation
         which may exist from time to time,  such  Section  145  shall,  for the
         purposes  of  this  Article,  be  interpreted  as  follows:  an  "other
         enterprise"  shall be deemed to include such an employee  benefit plan,
         including,  without  limitation,  any plan of the corporation  which is
         governed by the Act of Congress  entitled  "Employee  Retirement Income
         Security  Act of 1974," as amended from time to time;  the  corporation
         shall be deemed to have requested a person to serve an employee benefit
         plan  where  the  performance  by  such  person  of his  duties  to the
         corporation also imposes duties on, or otherwise  involves services by,
         such person to the plan or participants or  beneficiaries  of the plan;
         excise taxes  assessed on a person with respect to an employee  benefit
         plan  pursuant to such Act of  Congress  shall be deemed  "fines";  and
         action taken or omitted by a person with respect to an employee benefit
         plan  in  the  performance  of  such  person's  duties  for  a  purpose
         reasonably  believed  by  such  person  to be in  the  interest  of the
         participants and  beneficiaries of the plan shall be deemed to be for a
         purpose which is not opposed to the best interests of the corporation.

         See Item 9(e)  below for  information  regarding  the  position  of the
Commission  with respect to the effect of any  indemnification  for  liabilities
arising under the Securities Act of 1933, as amended.

         Section  145  of the  Delaware  General  Corporation  Law  provides  as
follows:

                  "(a) 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 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
         the  request of the  corporation  as a director,  officer,  employee or
         agent of 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 such 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  termination  of any action,
         suit or

                                       -5-
proceeding by judgment, order, settlement, conviction or upon a plea of
         nolo  contendere  or its  equivalent,  shall not,  of itself,  create a
         presumption  that the  person did not act in good faith and in a manner
         which  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  reasonable  cause to believe that his conduct was
         unlawful.

                  (b) 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  or suit by or in the  right  of the  corporation  to
         procure a judgment in its favor 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 the  request of the  corporation  as a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other enterprise against expenses (including  attorneys' fees)
         actually and reasonably  incurred by him in connection with the defense
         or settlement of such action or suit 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 except that no  indemnification  shall
         be made in  respect  of any  claim,  issue or matter  as to which  such
         person shall have been adjudged to be liable to the corporation  unless
         and only to the extent that the Court of Chancery or the court in which
         such action or suit was brought shall determine upon application  that,
         despite  the   adjudication  of  liability  but  in  view  of  all  the
         circumstances  of the  case,  such  person  is  fairly  and  reasonably
         entitled to indemnity for such expenses  which the Court of Chancery or
         such other court shall deem proper.

                  (c) To the extent that a director,  officer, employee or agent
         of a  corporation  has been  successful  on the merits or  otherwise in
         defense of any action,  suit or proceeding  referred to in  subsections
         (a) and (b) of this  section,  or in  defense  of any  claim,  issue or
         matter therein,  he shall be indemnified  against  expenses  (including
         attorneys' fees) actually and reasonably  incurred by him in connection
         therewith.

                  (d) Any indemnification  under subsections (a) and (b) of this
         section  (unless  ordered by a court) shall be made by the  corporation
         only as  authorized  in the  specific  case upon a  determination  that
         indemnification of the director,  officer,  employee or agent is proper
         in the  circumstances  because he has met the  applicable  standard  of
         conduct  set forth in  subsections  (a) and (b) of this  section.  Such
         determination shall be made (1) by the board of directors by a majority
         vote of a quorum  consisting  of directors who were not parties to such
         action, suit or proceeding, or (2) if

                                       -6-
such a quorum is not  obtainable,  or, even if  obtainable  a quorum of
         disinterested  directors so directs,  by independent legal counsel in a
         written opinion or (3) by the stockholders.

                  (e) Expenses incurred by an officer or director in defending a
         civil  or  criminal  action,  suit  or  proceeding  may be  paid by the
         corporation in advance of the final disposition of such action, suit or
         proceeding  upon  receipt  of an  undertaking  by or on  behalf of such
         director  or  officer to repay such  amount if it shall  ultimately  be
         determined that he is not entitled to be indemnified by the corporation
         as  authorized  in  this  section.  Such  expenses  incurred  by  other
         employees and agents may be so paid upon such terms and conditions,  if
         any, as the board of directors deems appropriate.

                  (f) The  indemnification  and advancement of expenses provided
         by, or granted pursuant to, the other subsections of this section shall
         not be deemed  exclusive  of any other  rights to which  those  seeking
         indemnification  or  advancement  of expenses 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 such office.

                  (g) A  corporation  shall have power to purchase  and maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee  or  agent of the  corporation,  or is or was  serving  at the
         request of the corporation as a director, officer, employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise  against any liability  asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the  corporation  would have the power to indemnify  him against
         such liability under this section.

                  (h)  For  purposes  of  this   section,   references  to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a  director,  officer,  employee  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent  corporation as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise,  shall stand in the same  position  under this section with
         respect to the resulting or surviving corporation as he would have with
         respect to such

                                       -7-
constituent corporation if its separate existence had continued.

                  (i)  For  purposes  of  this  section,  references  to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines"  shall  include  any excise  taxes  assessed  on a person  with
         respect to any employee benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer,  employee or agent of the corporation which imposes duties on,
         or involves  services by, such director,  officer,  employee,  or agent
         with  respect  to  any  employee  benefit  plan,  its  participants  or
         beneficiaries;  and a person who acted in good faith and in a manner he
         reasonably  believed  to be in  the  interest  of the  participant  and
         beneficiaries of an employee benefit plan shall be deemed to have acted
         in a manner "not opposed to the best interests of the  corporation"  as
         referred to in this section.

                  (j) The  indemnification  and advancement of expenses provided
         by, or granted  pursuant  to,  this  section  shall,  unless  otherwise
         provided when  authorized or ratified,  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 such a
         person.

                  (k) The Court of  Chancery  is hereby  vested  with  exclusive
         jurisdiction  to hear and  determine  all  actions for  advancement  of
         expenses or  indemnification  brought  under this  section or under any
         bylaw, agreement,  vote of stockholders or disinterested  directors, or
         otherwise.   The  Court  of   Chancery   may   summarily   determine  a
         corporation's  obligation  to advance  expenses  (including  attorneys'
         fees)."

         The Company  maintains a directors  and officers  insurance and company
reimbursement   policy.  The  policy  insures  directors  and  officers  against
unindemnified  loss arising from certain  wrongful acts in their  capacities and
reimburses  the  Company  for such  loss for  which  the  Company  has  lawfully
indemnified the directors and officers.  The policy contains various exclusions,
none of which relate to the offering hereunder.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

          4         -      Incentive Stock Option Plan for Employees, Directors,
                           Consultants and Advisers.

          5      -         Opinion of William J. Reilly, Esq.

                                       -8-
23(a)   -         Consent  of  Jones,  Jensen  &  Company,  independent
                           auditors.

         23(b)   -         Consent of William J. Riley,  Esq.  (included  in his
                           opinion filed herewith as Exhibit 5).

         24      -         Powers of Attorney (included on page 11).

ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

             a) To file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this registration statement

                (i) to include any  prospectus  requires by Section  10(a)(3) of
         the Securities Act of 1933;

                (ii) to reflect in the  prospectus  any facts or events  arising
         after the  effective  date of the  registration  statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the  registration  statement.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high and of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,  the
         changes in volume and price represent no more than 20 percent change in
         the maximum  aggregate  offering price set forth in the "Calculation of
         Registration Fee" table in the effective registration statement;

                (iii) to include any  material  information  with respect to the
         plan of  distribution  not  previously  disclosed  in the  registration
         statement  or  any  material   change  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.

             b) That,  for the purpose of  determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration

                                       -9-
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.

             c)  To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

             d) 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.

             e) 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  such  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 such  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  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.

                                      -10-
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  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 the City of Boca  Raton, State of  Florida,  on this 10th day of
February, 1997.

                         Atlantic International Entertainment, Ltd.
                         (Registrant)

                         /S/ RICHARD IAMUNNO
                         ------------------------------------------------------
                         Richard Iamunno, Chief Executive Officer and President

                       POWER OF ATTORNEYS AND SIGNATORIES

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the date  indicated.  Each of the  undersigned  officers  and
directors of Atlantic International  Entertainment,  Ltd. hereby constitutes and
appoints Richard Iamunno and Norman Hoskin and each of them singly,  as true and
lawful  attorneys-in-fact  and  agents  with  full  power  of  substitution  and
re-substitution,  for him in his name in any and all capacities, to sign any and
all  amendments  (including  post-effective  amendments)  to  this  Registration
Statement and to file the same, with all exhibits  thereto,  and other documents
in connection  therewith,  with the  Securities  and Exchange  Commission and to
prepare  any and  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  and to make any applicable state securities law or blue sky filings,
granting unto said  attorneys-in-fact and agents, full power and authority to do
and perform  each and every act and thing  requisite  or necessary to be done to
enable said  corporation  to comply with the provisions of the Securities Act of
1933,  as  amended,   and  all  requirements  of  the  Securities  and  Exchange
Commission,  as fully to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or their substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.

   SIGNATURE                     TITLE                           DATE
   ---------                     -----                           ----

/S/ NORMAN HOSKIN          Chairman of the Board,            February 10, 1997
-----------------------    Secretary & Treasurer
Norman Hoskin              (Principal Accounting and
                            Financial Officer)

/S/ RICHARD IAMUNNO        President, Chief Executive        February 10, 1997
----------------------     Officer, Director
Richard Iamunno            

/S/ STEVEN BROWN          Director                           February 10, 1997
----------------------
Steven Brown

                                      -11-