SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                                                  Commission File Number 0-27256

                           NOTIFICATION OF LATE FILING


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


For Period Ended:             June 30, 1996
                 ---------------------------------------------------------------

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

For the Transition Period Ended:
                                ------------------------------------------------

         Read attached  instruction sheet before preparing form. Please print or
type.

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

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


                         PART I. REGISTRANT INFORMATION

Full name of registrant  CEEE Group Corporation
                         ----------------------

Former name if applicable
                          ------------------------------------------------------

         2200 Corporate Boulevard, Suite 317, Boca Raton, Florida 33431
- --------------------------------------------------------------------------------
Address of principal executive office

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

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

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

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

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


                               PART III. NARRATIVE

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

         The Registrant was unable to file the Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996 (the "Report")  without  unreasonable  effort or
expense due to the delays in gathering information for inclusion therein.

                           PART IV. OTHER INFORMATION

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

           Richard Iamunno             (407)                     995-2190
- --------------------------------------------------------------------------------
               (Name)                 (Area Code)           (Telephone number)



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

                                                                 [X] Yes  [ ] No

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

                                                                 [ ] Yes  [X] No

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


                                      CEEE Group Corporation
- --------------------------------------------------------------------------------
                  (Name of registrant as specified in charter)

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

Date       August 14, 1996                By /s/ Richard Iamunno
           ---------------                   -----------------------------------
                                             Name:  Richard Iamunno
                                             Title: President

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