SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                   Form 8-K/A

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): JULY 16, 1996


                             CEEE Group Corporation
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             (Exact name of registrant as specified in its charter)


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

         2200 Corporate Boulevard, Suite 317, Boca Raton, Florida 33431
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                    (Address of principal executive offices)


Registrant's telephone number, including area code: (407) 995-2190



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         (Former name or former address, if changed since last report.)

ITEM 7.           FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
                  EXHIBITS

         (a) The  Registrant  hereby amends Item 7 of this Form 8-K by including
the required Financial  Statements of Atlantic  International  Capital,  Ltd., a
Delaware corporation ("Atlantic").

         (b) The  Registrant  hereby amends Item 7 of this Form 8-K by including
the requisite pro forma financial information of the Atlantic acquisition.

         (c)  Exhibits:

                  2        Exchange   of   Stock    Agreement    and   Plan   of
                           Reorganization dated as of July 16, 1996 by and among
                           CEEE  Group  Corporation,  Atlantic  and  each of the
                           stockholders of Atlantic listed on Schedule 1 thereof
                           (previously filed with this Report on Form 8-K).

                  99.1     Financial   Statements   of  Atlantic   International
                           Capital, Ltd.

                  99.2     Pro forma financial information.


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                                    SIGNATURE


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


                                                     CEEE GROUP CORPORATION



Dated: September 30, 1996                            By: /s/ Richard Iamunno
                                                         ----------------------
                                                         Name:  Richard Iamunno
                                                         Title: President


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