WASHINGTON, D.C. 20549

                                   FORM 12b-25

                                                  Commission File Number 0-14646

                           NOTIFICATION OF LATE FILING

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

For Period Ended:  March 31, 2001

[ ] 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 notification relates:

                         Part I. Registrant Information

Former name if applicable: AIRSHIP INTERNATIONAL LTD.
Address of principal executive office (Street and number):
       7380 Sand Lake Road, Suite 350
City, State and Zip Code:
       Orlando, FL  32819

                        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 box if appropriate.)

[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 or, 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

         The registrant is unable to file its Quarterly report (the "Quarterly
Report") on Form 10-QSB for its fiscal quarter ended March 31, 2001 by the
prescribed date of May 15, 2001 without unreasonable effort or expense due to
unforeseen circumstances encountered in connection with the preparation of its
financial statements. The registrant intends to file the Quarterly Report on or
prior to the prescribed extended date.

                           Part IV. Other Information

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

             Scott Bennett                    (407)            351-0011
                (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.

                  (Name of registrant as specified in charter)

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

Date:  May 15, 2001                    By: /s/ Louis J. Pearlman
                                       Louis J. Pearlman, President
                                       Chairman and Chief Executive Officer


Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).