LITTLE PRINCE PRODUCTIONS LTD
NT 10-K, 1996-04-02
REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT)
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                                           -------------------------------------
       FORM 12b-25
                                           -------------------------------------
                                                      SEC FILE NUMBER
                                                          0-9455

                                           -------------------------------------
NOTIFICATION OF LATE FILING
                                           -------------------------------------
                                                        CUSIP NUMBER

                                           -------------------------------------

(Check One):   |X| Form 10-K    |_| Form 20-F    |_| Form 11-K    |_| Form 10-Q
               |_| Form N-SAR

                  For Period Ended: December 31, 1995
                                   ------------------
                  [  ]     Transition Report on Form 10-K
                  [  ]     Transition Report on Form 20-F
                  [  ]     Transition Report on Form 11-K
                  [  ]     Transition Report on Form 10-Q
                  [  ]     Transition Report on Form N-SAR
                  For the Transition Period Ended:
                                                  ------------------------------

- --------------------------------------------------------------------------------
  Read Instruction (on back page) 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 the notification relates:

- --------------------------------------------------------------------------------

PART I - REGISTRANT INFORMATION

Little Prince Productions, Ltd.
- --------------------------------------------------------------------------------
Full Name of Registrant


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Former Name if Applicable

38 South Audley Street
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Address of Principal Executive Office (Street and Number)

Mayfair, London, England W1Y 5DH
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City, State and Zip Code

PART II - RULES 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)

          (a)      The reasons  described  in  reasonable  detail in Part III of
                   this form could not be eliminated without unreasonable effort
                   or expense;

          (b)      The subject annual  report,  semi-annual  report,  transition
                   report  on Form  10-K,  Form  20-F,  11-K or Form  N-SAR,  or
                   portion  thereof,  will be filed on or before  the  fifteenth
                   calendar  day  following  the  prescribed  due  date;  or the
 |X|               subject  quarterly report of 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

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period.

         Please See Attached.                    (Attach Extra Sheets if Needed)
                                                                 SEC 1344 (6/94)
<PAGE>



PART IV - OTHER INFORMATION

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

             Brian D. Lewandowski                     (303)       297-2400
           ---------------------------------------------------------------------
                   (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 answer is no, identify  report(s).   
           |X| Yes   |_| No

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(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.

- --------------------------------------------------------------------------------

                         Little Prince Productions, Ltd.
- --------------------------------------------------------------------------------


                  (Name of Registrant as Specified in Charter)


has caused this  notification to be  signed on  its  behalf  by  the undersigned
hereunto duly authorized.


Date   April 2, 1996                         By   /s/ Adrian P. Kirby
     ----------------------------              ---------------------------------
                                               Adrian P. Kirby, Chairman, 
                                               President and CEO

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION
- --------------------------------------------------------------------------------

   Intentional misstatements or omissions of fact constitute Federal Criminal
                        Violations (See 18 U.S.C. 1001).

- --------------------------------------------------------------------------------

                              GENERAL INSTRUCTIONS

1.       This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
         Rules and Regulations under the Securities Exchange Act of 1934.

2.       One  signed  original  and  four  conformed  copies  of this  form  and
         amendments  thereto must be completed and filed with the Securities and
         Exchange  Commission,  Washington,  D.C. 20549, in accordance with Rule
         0-3 of the General Rules and Regulations under the Act. The information
         contained  in or filed  with the form  will be made a matter  of public
         record in the Commission files.

3.       A manually  signed  copy of the form and  amendments  thereto  shall be
         filed  with each  national  securities  exchange  on which any class of
         securities of the registrant is registered.

4.       Amendments to the  notifications  must also be filed on form 12b-25 but
         need not restate  information  that has been correctly  furnished.  The
         form shall be clearly identified as an amended notification.

5.       Electronic  Filers.  This form shall not be used by  electronic  filers
         unable to timely file a report solely due to  electronic  difficulties.
         Filers unable to submit a report within the time period  prescribed due
         to difficulties in electronic filing should comply with either Rule 201
         or  Rule  202 of  Regulation  S-T  (ss.232.201  or  ss.232.202  of this
         chapter) or apply for an  adjustment  in filing  date  pursuant to Rule
         13(b) of Regulation S-T (ss.232.13(b) of this chapter).
<PAGE>
PART III - NARRATIVE

                  On February 29, 1996, the Registrant held a special meeting of
         its shareholders (the "Meeting") whereat the Registrant's  shareholders
         approved,  among other things,  the migratory  merger of the Registrant
         into Atlantic  Industries,  Inc. As a consequence  of the date on which
         the  Meeting  was held and the  resulting  merger,  which  has not been
         effectuated to date, the  Registrant and the  Registrant's  independent
         public  accountants have been unable to timely complete the information
         required for the  presentation  of its Annual Report on Form 10-KSB for
         the year  ended  December  31,  1995.  Please  note that  although  the
         Registrant  has  previously  filed its Annual Reports on Form 10-K, the
         Registrant  meets the  requirements  for a "small business  issuer" and
         will file the Annual  Report for the year ended  December  31,  1995 on
         Form 10-KSB.


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