SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number 0-9455
LITTLE PRINCE PRODUCTIONS LIMITED
(Exact name of registrant as specified in its charter)
New York 13-3045713
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
38 South Audley Street, London, England W1Y 5DH N/A
(Address of principal executive offices) (Zip Code)
(010 44 171) 629-7617
(Registrant's telephone number, including area code)
40 Lowndes Street, London, England SWIX 9HK
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that registrant
was required to file such reports), and (2) has been subject to filing
requirements for the past 90 days. Yes X No
--- ---
24,999,236 shares, $.01 par value, as of September 30, 1995
(Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date)
<PAGE>
LITTLE PRINCE PRODUCTIONS LIMITED
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TABLE OF CONTENTS
Page
----
Part I - Financial Information (unaudited)
Consolidated Balance Sheet September 30, 1995
and December 31, 1994................................................... 3
Consolidated Statement of Operations
three and nine months ended September 30, 1994 and 1995................. 5
Consolidated Statements of Cash Flows
nine months ended September 30, 1994 and 1995........................... 6
Notes to Financial Statements........................................... 7
Management's Discussion and Analysis of Financial
Condition and Results of Operations .................................... 8
Part II - Other Information 9
-----------------
The financial statements are unaudited. However, the management of
registrant believes that all necessary adjustments (which include only normal
recurring adjustments) have been reflected to present fairly the financial
position of registrant at September 30, 1995 and December 31, 1994 and the
results of its operations and the changes in its financial position for the nine
months ended September 30, 1994 and 1995 and the results of its operations for
three and nine months ended September 30, 1994 and 1995.
<PAGE>
LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
------------ -----------
1995 1994
---- ----
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 4,122 $ 5,241
Investment in U.S. Government Bond Fund 683 10,900
Prepaid expenses and taxes -- 612
Loan to officer of company 2,000 2,000
Amount due from Riparian Securities Limited -- 2,770
Due from former partner in Joint Venture 5,000 18,930
------- -------
Total current assets 11,805 40,453
PROPERTY AND EQUIPMENT - AT COST
Furniture, fixtures and equipment -- --
Less: Accumulated depreciation -- --
------- -------
Net property and equipment -- --
OTHER ASSETS
Production and distribution rights 5,625 7,500
Investment in joint ventures 3,728 3,728
------- -------
Total other assets 9,353 11,228
------- -------
TOTAL ASSETS $21,158 $51,681
======= =======
<PAGE>
LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (Continued)
September 30, December 31,
------------ -----------
1995 1994
---- ----
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 150,067 $ 159,145
Provision for legal fees 10,000 20,000
Accrued audit fees 16,000 27,500
Provision for secretarial services 4,000 7,500
Short term loans from major shareholder 78,808 --
---------- ----------
Total current liabilities 258,875 214,145
NON-CURRENT LIABILITIES -- --
---------- ----------
TOTAL LIABILITIES 258,875 214,145
SHAREHOLDERS' EQUITY
Common stock $0.01 par value
Authorized - 25,000,000 shares
Issued and outstanding - 24,999,236 shares 249,992 249,992
Additional paid-in capital 3,006,891 3,006,891
Accumulated deficit -3,494,600 -3,419,347
Total shareholders' deficit -237,717 -162,464
TOTAL LIABILITIES AND SHAREHOLDERS' $ 21,158 $ 51,681
========== ==========
EQUITY
<PAGE>
LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Three Months ended Nine Months ended
------------------ -----------------
September 30, September 30,
------------ ------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 8,525 $ 121 $ 14,125 $ 2,220
Operating costs -24,141 -20,968 -89,592 -65,345
Loss from continuing operations -15,616 -20,847 -75,467 -63,125
Interest income -- 179 214 576
Interest expense -- -- -- --
----------- ----------- ------------ -----------
Loss from continuing operations
before provision for income
taxes -15,616 -20,668 -75,253 -62,549
Provision for income taxes -- -- -- --
----------- ----------- ------------ -----------
Loss from continuing operations
after provision for income taxes -15,616 -20,668 -75,253 -62,549
Loss from discontinued -- -- -- -324,878
operations
Gain on disposal of subsidiary -- -- -- 287,428
----------- ----------- ------------ -----------
NET LOSS -15,616 -20,668 -75,253 -99,999
Loss per share (cents) -0.06 -0.15 -0.30 -0.71
Average number of shares 24,999,236 13,999,236 24,999,236 13,999,236
=========== =========== ============ ===========
outstanding
</TABLE>
<PAGE>
LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
Nine Months ended
September 30,
------------------------
1995 1994
---- ----
OPERATING ACTIVITIES
Net loss $-75,253 $-99,999
Adjustments to reconcile net loss to Net Cash
Provided by Operating Activities:
Depreciation 1,875 2,423
Minority interests -- 12
Change in Asset and Liabilities:
Accounts Receivable and Other Debtors 17,312 97,185
Development Properties -- 406,163
Increase/(Decrease) in Liabilities:
Accounts payable and Accrued Expenses -34,078 159,706
Effect of foreign currency exchange rate
changes on cash and cash equivalents -- --
Adjustment on disposal of subsidiary -- -287,428
------- --------
Total Adjustments -14,891 378,061
------- --------
NET CASH - OPERATING ACTIVITIES -90,144 278,062
INVESTING ACTIVITIES:
Proceeds on disposal of subsidiary -- 1
Proceeds on disposal of US Government Bonds 10,217 --
------- --------
NET CASH - INVESTING ACTIVITIES 10,217 1
FINANCING ACTIVITIES
New short term loans 78,808 --
Repayment of loans -- -315,283
Bank Overdrafts -- 18,624
Cash released on disposal of subsidiary -- -2,290
------- --------
NET CASH - FINANCING ACTIVITIES 78,808 -298,949
NET (DECREASE)/INCREASE IN CASH
AND CASH EQUIVALENTS -1,119 -20,886
CASH AND CASH EQUIVALENTS -
BEGINNING 5,241 29,933
------- --------
CASH AND CASH EQUIVALENTS - END 4,122 9,047
======= ========
<PAGE>
LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
(Revised and Unaudited)
PART I. FINANCIAL STATEMENTS
The balance sheet as of September 30, 1995, the statements of operations for the
three and nine months ended September 30, 1994 and 1995, and the statement of
cash flows for the nine months ended September 30, 1994 and 1995 have been
prepared by registrant without audit. The accompanying unaudited interim
financial statements include all adjustments (consisting only of those of a
normal recurring nature) necessary for a fair statement of the results for the
interim periods.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these financial statements
be read in conjunction with the financial statements and notes thereto included
in registrant's Form 10-K for the year ended December 31, 1994.
LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
On August 22, 1994, in order to substantially reduce the deficit on shareholders
equity, registrant exchanged agreements with Riparian Securities Limited
("Riparian"), its legal advisors and the then officers and directors of the
company, whereby 11,000,000 shares in the common stock of the company were to be
issued for $495,146. Of this total consideration, $32,500 was for cash with the
remaining $462,656 applied to the cancellation of liabilities. These agreements
were completed on October 3, 1994. These agreements are more fully discussed in
Registrant's 10-K for the year ended December 31, 1994.
On January 17, 1995 Riparian transferred its entire holding to the Patchouli
Foundation ("Patchouli"), a Liechtenstein Stiftung and as at March 31, 1995
Patchouli owned 25% of the issued and outstanding common stock of the company.
In order to reduce outstanding liabilities relating to legal, audit and
secretarial services and also to meet the excess of continuing operating costs
of Registrant over income; including those costs associated with meeting the
regulatory requirements of registrant, $10,217 was realized from the sale of
investments at book value during the nine months ended September 30, 1995 of
which $717 was realized in the three months ended September 30, 1995. In
addition, in the nine months ended September 30, 1995 Patchouli advanced funds
by way of loans to Registrant totalling $78,808 of which $12,548 was advanced in
the three months ended September 30, 1995. Patchouli has continued to advance
further funds since that date.
Management does not believe that Registrant has the ability to raise adequate
resources from its existing revenue operations. Registrant is therefore
dependent in the short term from continued loans from Patchouli and in the
longer term upon increasing its authorized share capital in order to acquire
through the issue of additional shares in its common stock a suitable business
to satisfy the minimum financial criteria for inclusion in the National
Association of Security Dealers, Inc. automated quotation system ("NASDAQ") as
previously stated in Registrant's Form 10-K for the year ended December 31,
1994.
Management intends to call a meeting of Registrant's shareholders for the
purpose of, among other things, increasing the amount of authorized capital
stock.
Capital Resources
Registrant had no material commitments for capital expenditure at either
September 30, 1995 or December 31, 1994.
Results of Operations
Income in the quarter arose from fees received from the licensing of various
theatrical productions. This income did not reflect any change in the business
of Registrant but typified the nature of the business and timing of the income
generated.
LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Throughout the nine months ended September 30, 1995 management's primary task
has been to deal with the preparation and completion of the various financial
and regulatory documentation which Registrant has been required to file, some of
which had been overdue. All filings are now up to date. The majority of the
operating costs of $89,592 incurred in the nine months ended September 30, 1995
related specifically to the audit, accounting, secretarial and legal costs
associated with the preparation of the aforementioned documentation. Included
within the total for operating costs for the quarter to September 30, 1995 is a
charge of $13,930 by way of a provision against the loans due from a former
partner in a joint venture in order to reflect management's doubts as to their
recoverability.
PART II. OTHER INFORMATION
Litigation Settlement Agreements
On December 18, 1990, an action against the Parent company commenced before the
Tribunal de Grande Instance of Paris, France. The Plaintiff was seeking a
judicial declaration of the termination of the agreement to engage in the
exploitation of certain ancillary and subsidiary rights in connection with the
literary work entitled "The Little Prince," an illustrated story by the French
author, Antoine de Saint-Exupery (the "Agreement"), together with reimbursement
of all sums received and damages and legal fees of approximately $200,000. In
February 1992, an agreement was reached to settle the above matter whereby the
Parent Company would receive $200,000 in return for giving up certain foreign
rights as follows: $50,000 payable upon full performance of the Settlement
Agreement and four payments of $25,000 every 3 months thereafter with a final
payment of $50,000 by November 1993. All monies have now been received. Accrued
legal expenses thereon of $150,692 were payable. The settlement also stipulates
that the Parent must abandon the corporate name "Little Prince Productions Ltd."
within 18 months from February 6, 1992. As at the date of this report, the name
of the company has not been changed nor has any action been commenced by the
plaintiff.
Submission of Vote to Security Holders
No matters have been submitted to the vote of Security Holders in the quarter.
Exhibits and Reports on Form 8-K
Exhibits filed herewith: None Forms 8-K filed in quarter: None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
LITTLE PRINCE PRODUCTIONS LTD.
By /s/ P.N. Chapman
---------------------------------------------------------
P. N. Chapman, Chief Financial Officer, duly authorized
to sign this report on its behalf
<TABLE> <S> <C>
<ARTICLE> 5
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1
<CASH> 4,122
<SECURITIES> 683
<RECEIVABLES> 7,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,805
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 21,158
<CURRENT-LIABILITIES> 258,875
<BONDS> 0
<COMMON> 249,992
0
0
<OTHER-SE> (487,709)
<TOTAL-LIABILITY-AND-EQUITY> 21,158
<SALES> 0
<TOTAL-REVENUES> 8,525
<CGS> 0
<TOTAL-COSTS> 24,141
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (15,616)
<INCOME-TAX> 0
<INCOME-CONTINUING> (15,616)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (15,616)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> (.06)
</TABLE>
