KUTAK ROCK ATLANTA
A PARTNERSHIP KANSAS CITY
INCLUDING PROFESSIONAL CORPORATIONS LITTLE ROCK
SUITE 2900 NEW YORK
717 SEVENTEENTH STREET OKLAHOMA CITY
DENVER, COLORADO 80202-3329 OMAHA
(303) 297-2400 PHOENIX
FACSIMILE (303) 292-7799 PITTSBURGH
WASHINGTON
November 13, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Little Prince Productions, Ltd., File No. 0-9455
Dear Sir or Madam:
Transmitted herewith through the EDGAR system is Form 10-QSB for the
quarter ended September 30, 1996 for Little Prince Productions, Ltd. If you have
any questions or comments, please contact me at (303) 297-2400.
Sincerely yours,
/s/ Brian D. Lewandowski
djs
enclosure
<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(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, 1996
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
(State or other jurisdiction of incorporation or organization)
13-3045713
(I.R.S. Employer Identification No.)
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)
Not Applicable
(Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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
--- ---
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. As of November 6, 1996,
there were 24,999,236 shares of the issuer's $.01 par value common stock
outstanding.
================================================================================
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
LITTLE PRINCE PRODUCTIONS LIMITED
BALANCE SHEETS
September 30, 1996 and December 31, 1995
September 30, December 31,
------------- ------------
1996 1995
---- ----
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ -- $ 946
Prepaid expenses and taxes -- 612
Other debtors 8,839 6,629
----- -----
Total current assets 8,839 8,187
PROPERTY AND EQUIPMENT - AT COST
Furniture, fixtures and equipment -- --
Less: Accumulated depreciation -- --
-------- --------
Net property and equipment -- --
OTHER ASSETS
Production and distribution rights -- 5,000
Investment in joint ventures -- 3,728
---------- ------
Total other assets -- 8,728
---------- ------
TOTAL ASSETS $ 8,839 $16,915
======= =======
2
<PAGE>
LITTLE PRINCE PRODUCTIONS LIMITED
BALANCE SHEETS
(Continued)
September 30, 1996 and December 31, 1995
September 30, December 31,
------------- ------------
1996 1995
---- ----
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ -- $ 159,145
Provision for legal fees 4,862 15,322
Accrued audit fees 10,163 13,000
Other accrued liabilities 5,544 4,494
Short-term loans from major shareholder 148,483 92,355
---------- ---------
Total current liabilities 169,052 284,326
NON-CURRENT LIABILITIES -- --
---------- ----------
TOTAL LIABILITIES 169,052 284,326
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 (3,417,096) (3,524,294)
----------- -----------
Total shareholders' deficit (160,213) (267,411)
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' $ 8,839 $ 16,915
========= ==========
EQUITY
3
<PAGE>
LITTLE PRINCE PRODUCTIONS LIMITED
STATEMENT OF OPERATIONS
For the Three Months and Nine Months Ended September 30, 1996 and 1995
<TABLE>
<CAPTION>
Three Months ended Nine Months ended
September 30, September 30,
------------- -------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ -- $ -- $ -- $ --
Operating costs (20,142) (36,544) (43,871) (44,735)
---------- ---------- ---------- ----------
Loss from continuing operations (20,142) (36,544) (43,871) (44,735)
Interest income -- -- -- --
Interest expense -- -- -- --
---------- ---------- ---------- ----------
Loss from continuing operations
before provision for income taxes (20,142) (36,544) (43,871) (44,735)
Provision for income taxes -- -- -- --
---------- ---------- ---------- ----------
Loss from continuing operations
after provision for income taxes (20,142) (36,544) (43,871) (44,735)
Profit/(Loss) from discontinued
operations -- (1,295) 439 (14,902)
Gain on disposal of subsidiary 150,630 -- 150,630 --
NET PROFIT/(LOSS) 130,488 (37,839) 107,198 (59,637)
========== ========== ========== ==========
Loss per share (cents)
- - Continuing Operations (0.08) (0.15) (0.17) (0.18)
- - Discontinued Operations -- -- -- (0.06)
- - Gain on disposal of subsidiary 0.60 -- 0.60 --
---------- ---------- ---------- ----------
0.52 (0.15) 0.43 (0.24)
---------- ---------- ---------- ----------
Average number of shares outstanding 24,999,236 24,999,236 24,999,236 24,999,236
========== ========== ========== ==========
</TABLE>
4
<PAGE>
LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY
STATEMENT OF CASH FLOWS
For the Nine Months Ended September 30, 1996
Nine Months ended September 30,
-------------------------------
1996 1995
---- ----
OPERATING ACTIVITIES
Net profit/(loss) $ 107,198 $ (75,253)
Adjustments to reconcile net profit/(loss) to Net Cash
Provided by Operating Activities:
Depreciation 1,250 1,875
Adjustment on Disposal of other assets -- --
Adjustment on disposal of subsidiary (150,630) --
Change in Assets and Liabilities:
Accounts Receivable and Other Debtors (10) 17,312
Development Properties -- --
Increase/(Decrease) in Liabilities:
Accounts payable and Accrued Expenses (12,257) (34,078)
Due to shareholder 56,128 78,808
Total Adjustments (105,519) 63,917
--------- ---------
NET CASH - OPERATING ACTIVITIES 1,679 (11,336)
INVESTING ACTIVITIES:
Proceeds on disposal of subsidiary 10 --
Proceeds on disposal of US Government Bonds -- 10,217
--------- ---------
NET CASH - INVESTING ACTIVITIES 10 10,217
FINANCING ACTIVITIES
New short-term loans -- --
Repayment of loans -- --
Bank Overdrafts -- --
Cash released on disposal of subsidiary (2,635) --
--------- ---------
NET CASH - FINANCING ACTIVITIES (2,635) --
NET (DECREASE)/INCREASE IN CASH
AND CASH EQUIVALENTS (946) (1,119)
CASH AND CASH EQUIVALENTS -
BEGINNING 946 5,241
--------- ---------
CASH AND CASH EQUIVALENTS - END -- 4,122
========= =========
5
<PAGE>
LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
(Revised and Unaudited)
The balance sheet as of September 30, 1996, the statements of operations for the
nine months ended September 30, 1995 and 1996, and the statement of cash flows
for the nine months ended September 30, 1995 and 1996 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) which in the opinion of management are 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-KSB for the year ended December 31, 1995.
6
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Financial Condition
A Shareholders' deficit of $160,213 existed at September 30, 1996. The
majority of the expenditures of Registrant over the 24-month period ended
September 30, 1996 have been met from funding provided in the form of loans both
directly and indirectly from Patchouli which at September 30, 1996 totalled
$148,483, of which $28,398 were advanced in the quarter ended September 30,
1996. Patchouli has continued to advance further funds since that date.
Results of Operations
The disposal of Registrant's subsidiary, LPPL Corp. on July 22, 1996
resulted in a one time gain of $150,630. A detailed description of this
transaction is contained in Part II, Item 5, Other Information of Registrant's
Form 10-QSB for the quarter ended June 30, 1996. LPPL Corp. constituted
substantially all of the Company's assets and its only form of revenue and
accordingly since the date of disposal the Company has not generated any
revenue. Costs in the quarter to September 30, 1996 primarily related to audit,
accounting and legal costs related to the preparation and filing of various
reports required by the New York Commissioner of Taxation and Finance, which
consent is required in order to file the Certificate of Merger (as discussed in
Registrant's Form 10-QSB for the quarter ended March 30, 1996) with the
Secretary of State of New York. The Company is now informed that the Merger will
become effective before the end of November 1996.
Future Liquidity and Capital Resources
With the disposition of LPPL Corp., the Company's only form of revenue
in the short term, the Company is dependent on continued loans from Patchouli.
Upon consummation of the Merger, the Company intends to acquire through the
issuance of additional shares a suitable business or businesses and/or obtain
additional funds through the sale of common stock in public or private
transactions.
Registrant had no material commitments for capital expenditure at
either September 30, 1996 or at December 31, 1995.
PART II. OTHER INFORMATION
Item 4. 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
7
<PAGE>
SIGNATURES
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 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
8
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 8,839
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,839
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,839
<CURRENT-LIABILITIES> 169,052
<BONDS> 0
0
0
<COMMON> 249,992
<OTHER-SE> (410,205)
<TOTAL-LIABILITY-AND-EQUITY> 8,839
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> (43,871)
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (43,871)
<INCOME-TAX> 0
<INCOME-CONTINUING> (43,871)
<DISCONTINUED> 439
<EXTRAORDINARY> 150,630
<CHANGES> 0
<NET-INCOME> 107,198
<EPS-PRIMARY> .43
<EPS-DILUTED> .43
</TABLE>
