Exhibit 23.2
                                                Consent of Harry Winderman, Esq.


June 10, 1999


Board of Directors
Atlantic International Entertainment, Ltd.

Gentlemen:

         I have acted as counsel for Atlantic International Entertainment,  Ltd.
(the  "Corporation")  in  connection  with the  registration  on Form  SB-2 (the
"registration statement") of 1,366,667 shares of the Corporation's common stock,
$.0001 par value per share registering the shares of common stock of the selling
stockholders enumerated on Schedule "A" attached hereto.

         On the  basis  of  investigation  as I  deemed  necessary,  I am of the
opinion that:


     (1)    the Corporation has been duly  incorporated  and is validly existing
            under the laws of the State of Delaware; and
     (2)    the common shares have been duly  authorized and are validly issued,
            fully paid and  nonassessable.

            I consent  to the use of my name  under  the  heading  "Validity  of
            shares  of  common  stock"  in  the   prospectus   included  in  the
            registration  statement  and to the  filing  of this  opinion  as an
            Exhibit to the registration statement.


Very truly yours,


/s/ Harry Winderman
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HARRY WINDERMAN, ESQ.