SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                  FORM 10-K/A-1


            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1994


                          Commission File Number 0-9455

                         LITTLE PRINCE PRODUCTIONS, LTD.
             (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)                                  
                      

            40 Lowndes Street                          
       Belgravia, London, England                            SW1X 9HX
---------------------------------------                     ---------- 
(Address of principal executive offices)                    (Zip Code)
                                                            
                                   
                                   

Registrant's telephone number, including area code:  (4471) 823-1032

29 Love Lane, Pandon Quays,  Quayside,  Newcastle-Upon-Tyne, NE1 3DW England
--------------------------------------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

                          Common stock, $.01 par value
                          ----------------------------
                                (Title of Class)

         Indicate by check mark whether the 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 the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                  Yes  X  No ___

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  Registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

         The aggregate market value of voting stock held by nonaffiliates of the
Registrant as of April 7, 1995 was -0-.

         The number of shares of the  Registrant's  $.01 par value  common stock
outstanding as of April 7, 1995 was 24,999,236.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None
<PAGE>



                                     PART I

Item 1.  Business

Corporate History

         Original Theatrical Operations. Registrant was incorporated on April 3,
1980 under the name "Little Prince  Productions,  Ltd." ("LPP")  pursuant to the
laws of the State of New York for the purpose of  exploiting  certain  ancillary
and  subsidiary  rights to the literary  work  entitled  "The Little  Prince" by
Antoine de Saint-Exupery  (the "Work") and to engage in various other aspects of
the theatrical  production  business.  From its inception  through  November 16,
1992, LPP's business activities were limited to theatrical  production projects,
in various areas of the entertainment industry, of properties which included but
were not limited to the Work,  which was assigned to LPP by its founder and then
president, A. Joseph Tandet in 1980. In October 1980, LPP completed and closed a
public  offering  of its  common  stock with the sale of  750,000  shares  which
yielded net proceeds in the amount of approximately $1,250,000. The funds raised
from  LPP's  initial  public  offering  were  used to mount a  Broadway  musical
production based upon the Work.

         Reverse  Acquisition-Tyne  River Properties.  On November 16, 1992 (the
"Acquisition Date"),  Registrant acquired and became the successor to Tyne River
Properties,  plc, an English  company  ("TRP")  through a "Reverse  Acquisition"
pursuant to which the  shareholders  of TRP acquired an aggregate of  11,899,236
common  shares  of  Registrant  (the  "Acquisition  Shares"),  comprising,  upon
issuance,  approximately  85% of the  issued  and  outstanding  common  stock of
Registrant,  in exchange for all of the issued and outstanding  capital stock of
TRP. As a part of the Reverse Acquisition, as at November 16, 1992, Registrant's
theatrical  operations  and assets were  transferred  and assigned to its wholly
owned  subsidiary,  LPPL Corp. to be continued therein under the direction of A.
Joseph  Tandet,  resigned his  position as  president  of LPP and was  appointed
president  of LPPL  Corp.,  and Peter N.  Chapman who was also  appointed  as an
executive  officer and director of LPPL Corp.  As a further  consequence  of the
Reverse Acquisition,  on February 4, 1993 Registrant changed its fiscal year end
from March 31 to December 31 to coincide with the fiscal year end of TRP.

         Hereinafter, unless context necessarily requires otherwise, "LPP" shall
refer  to  Little  Prince  Productions,   Ltd.  from  its  inception  until  the
Acquisition  Date and to LPPL Corp. a wholly owned  subsidiary  of Little Prince
Productions,  Ltd. after the Acquisition  Date;  "TRP" shall refer to Tyne River
Properties,  plc, and its wholly owned  subsidiaries,  collectively,  before and
after the  Acquisition  Date;  and  "Registrant"  shall  refer to Little  Prince
Productions,  Ltd. before the Acquisition Date and to Little Prince Productions,
Ltd. and its wholly owned subsidiaries,  LPPL Corp. and TRP, collectively,  from
the Acquisition Date until March 29, 1994.


Current Business Activities

         Overview.   Following  the  Acquisition  Date,   Registrant's  business
activities were intended to be conducted in three separate segments,  with TRP's
proposed  real  estate  acquisition  and  investment   operations   constituting
Registrant's  principal business and the theatrical production operations of LPP
constituting a smaller,  but continuing area of operations.  Certain real estate
development  projects  and  operations,  owned  and  conducted  by  TRP  at  the
Acquisition  Date were  intended to  constitute a third  segment which was to be
phased out as promptly as practicable  through the completion and/or disposition
of all such projects.  Through and until March 29, 1994 Registrant  conducted or
attempted to initiate  operations in these three  segments,  in accordance  with
such intentions by: (a) obtain financing, through public or private sales of its
equity  securities,  for its proposed  real estate  acquisition  and  investment
business;  (b)  endeavoring  to  complete  and/or  dispose  of its  real  estate
development  projects on favorable terms; and (c) continue its operations in the
field of theatrical  production  through its wholly owned  subsidiary LPPL Corp.
Ultimately,  however, Registrant was unable to raise any financing with which to
commence its proposed real estate investment business.  In addition,  Registrant
was  forced by  unforeseen  circumstances  to  divest  itself of all of its real
estate development projects, and to enter into certain transactions, referred to
below as a "Second  Reorganization" which involved the issuance of a major block
of stock to Riparian Securities, Ltd. ("RSL") and a change in management, all of
which events and transactions are discussed below.

         Discontinued  Real Estate  Development  Projects-Sale  of TRP. TRP was,
from its  inception in 1987 through March 29, 1994,  engaged in the  acquisition
and  development  of property  in the  Newcastle-Upon-Tyne  area in England.  It
conducted   its  business   directly  and   indirectly   through  its  operating
subsidiaries,  Exchange Buildings Limited ("EBL"),  Pandon Developments  Limited
("PDL"), and Selective  Construction plc ("SCP"). Its development sites included
the Pandon and  Exchange  building  sites in central  Newcastle-Upon-Tyne  and a
parcel of land adjacent to a car assembly plant  approximately  five miles south
of Newcastle-Upon- Tyne.

         Towards  the end of 1993,  TRP began to  encounter  a severe  cash flow
problem which  accelerated from that point in a swift and  unanticipated  manner
leading TRP  insolvent by early 1994.  Such cash flow  problems  were caused and
exacerbated  by a number of  factors,  including,  but not  limited to, a severe
economic  recession in the UK, which had a significant  adverse effect on the UK
real  estate  property  markets,   significant  drains  on  TRP's  limited  cash
resources,  the cessation of rental revenues from a major property owned by TRP,
the  refusal of TRP's  major  lending  bank to extend  further  credit,  and the
unexpected  demand by a major  creditor  of TRP for  payment  in full of a major
outstanding  liability,  and the completely  unanticipated actions taken by such
creditor  in issuing a petition  to the Court to  dissolve  TRP's  wholly  owned
subsidiary,  Exchange  Buildings,  Limited  ("EBL") and to liquidate its assets.
These events and  circumstances  eventually led to  Registrant's  sale of TRP in
March 1994, at a significant loss, and the  discontinuation by Registrant of its
involvement in real estate development projects, as described below.

         On March 29, 1994,  Registrant  sold all of the issued and  outstanding
stock of TRP to Bravecorp Limited ("Bravecorp"),  a U.K. company wholly owned by
Riparian  Investments Limited ("RIL") and formed specifically for the purpose of
purchasing  TRP. RIL is a company  affiliated with Riparian  Securities  Limited
("RSL")  through common  ownership and management (RIL and RSL, as well as their
controlling persons, will sometimes be referred to herein, collectively,  as the
"Riparian Group"). The background of this transaction was as follows:

         Towards  the end of 1993,  TRP  began to  encounter  severe  cash  flow
problems which accelerated from that point in a swift and  unanticipated  manner
leaving  TRP  insolvent  by  early  1994.  This  was a  result  of a  number  of
circumstances  including,  but not limited  to, one of the most severe  economic
recessions experienced in the UK since World War II. Although,  TRP's management
continued  to believe,  through most of 1993,  that  economic  conditions  would
improve.  This was not the case, and the property market generally  continued to
be adversely affected.

         During 1993,  however,  based upon  management's  belief that  economic
conditions  would  improve,  TRP  continued  to move  forward on its real estate
development projects.  One of such projects,  the Exchange Building, is a listed
(historical landmark),  150 year-old,  5-story brick building, was a major piece
of real estate  which TRP's  management  believed  had  enormous  potential  for
development.  Substantial  expenditures  had been made on the Exchange  Building
project prior to 1993, but considerable  additional expenditures would have been
required  to bring this  project  to its full  economic  potential.  Work on the
Exchange Building had began in 1990 and before the end of 1992, TRP had obtained
all permits  required for the renovation of the property into 75,000 square feet
of commercial  office space.  By the end of 1993,  TRP had completed the complex
legal and  commercial  negotiations  which had been  required  to remove  all of
tenants from the building.

         This  project  was funded for over four years by Barclays  Bank,  which
continued to extend credit to TRP until December of 1993. During 1993,  however,
TRP had begun to encounter  severe cash flow problems which made it increasingly
difficult  to service the  Barclays  Bank debt.  TRP's cash flow  problems  were
caused and exacerbated by a number of factors. First, the economic recession cut
badly into TRP's ability to reach projected sales goals for apartments which had
been  completed  in  another  development  project,  "Pandon  Development."  The
disappointing  sales at the Pandon  Development  were the  direct  result of the
downturn  in the real  estate  market  which  had  resulted  from  the  economic
recession noted above.  Cash flow problems were further  compounded by the drain
on TRP's  limited cash  resources  caused by the  necessity  to pay  substantial
settlement  fees in  order to get  tenants  to  vacate  the  Exchange  Building.
Further, work on the renovation of that property which, if completed, might have
enabled TRP to generate  some  income,  was  greatly  curtailed,  if not stopped
entirely,  because of TRP's inability to pay the  contractors and  professionals
who would  have been  retained  for such  purposes.  Moreover,  because  of poor
general  economic  conditions in the area, TRP was unable to prelet any space in
the  planned  renovation  and was  therefore  further  disabled  from  obtaining
financing for the project. In addition,  TRP's income was severely diminished as
a result of the  cessation  of rental  revenues  which  followed  the removal of
tenants from the Exchange Building.

         As a result of the  foregoing  cash flow  problems,  by early  1994 TRP
began actively  pursuing the negotiation of a joint venture agreement with terms
that would have enabled it to meet its obligations in full.

         At about the same time,  Barclays Bank  indicated  that they would like
repayment of their loan,  but that they would be reasonably  flexible as to when
repayment  had to be  made,  as long as TRP  took  steps  to sell  the  Exchange
Building or make alternate plans to repay the Barclays debt. Management believed
that with Barclays Bank remaining flexible as to the time of payment,  TRP would
be able to realize a reasonable return on the Exchange Building. Plans were made
to seek one or more  partners for a joint  venture which would fund and complete
the renovations of the building,  allowing TRP to at least share in the revenues
to be derived from the completed project.

         Also at the same time, Vaux Breweries ("Vaux"),  a former tenant in the
Exchange Building,  demanded payment of a (pound)35,000 settlement fee from TRP.
This  liability had arisen out of a settlement  agreement  which TRP had entered
into for the purpose of getting  Vaux to agree to vacate its  facilities  in the
Exchange  Building.   Barclays  Bank  rejected  TRP's  request  for  a  loan  of
(pound)35,000  to pay this  liability.  Thereupon  TRP's  management  engaged in
negotiations with Vaux aimed at getting Vaux to agree to delay payment until TRP
was able to liquidate the Exchange  Building on favorable terms. Vaux refused to
agree to such delay and,  instead,  issued a petition  to the Court to  dissolve
Exchange  Buildings,  Limited ("EBL") (the wholly owned  subsidiary of TRP which
help ownership of the Exchange Building) and liquidate its assets. This step was
roughly  equivalent  to Vaux's  bringing a petition for  involuntary  bankruptcy
under Chapter VII of the U.S. Bankruptcy Code. As a direct result of the actions
taken by Vaux, Barclays Bank was constrained to demand immediate payment in full
of all moneys owned to it by EBL, which at that time equaled (pound)489,000, (or
approximately $724,000).  Thus, the Vaux petition effectively made it impossible
for TRP to negotiate either a joint venture  agreement for the renovation of the
Exchange  Building or a sale of the Exchange  Building under favorable,  or even
reasonable,  circumstances.  It was clear that the  combination of the foregoing
circumstances  was  inevitably  going to result in a forced sale of the Exchange
Building at a price  substantially  lower than TRP's previous  valuation of that
property.

         As a direct result of the foregoing  circumstances  it was necessary to
reduce the value at which the Exchange  Building was included in the accounts of
Registrant  by $970,000 to reflect  its much  reduced  value on the basis of the
requirement for a forced sale. This reduction in the asset value of the Exchange
Building  attributed  to TRP  having  a  negative  net  worth  of  approximately
(pound)199,000 by early 1994.

         TRP's financial condition was further worsened by a diminishment in the
value of its two other  development  projects,  the property  known as the Padon
Development and a parcel of twenty acres of undeveloped  land with one two-story
brick  farmhouse  situated  thereon,  located  near a major  highway  (the  "A19
Property").  With respect to the Padon Development,  as noted above, the general
downturn in the real estate market throughout the UK made it extremely difficult
to sell the  apartments  into  which the Padon  Development  had been  convened.
Moreover,  became of TRP's overall poor  financial  condition,  it was forced to
remit any net proceeds,  from such sales as it was able to effect, to creditors.
The A19 Property was also revalued  downward during fiscal 1993 in the amount of
$120,000. This was the direct result of the refusal of a planning permission for
a parcel of property adjacent to the A19 Property,  owned by unrelated  persons.
To the best knowledge of TRP's  management,  it was assured before 1994 that the
adjacent property was to be the site of a new football  stadium.  Unfortunately,
however,  unexpected opposition to construction of such a facility at that site,
from an unrelated  party,  prevented  the issuance of a permit for such purpose.
Appeals to the local planning  commission  were brought by the football club and
the final, adverse decision was not handed down until March of 1994. As a result
of the  foregoing,  by March 29,  1994,  the value of the A19  Property had been
significantly diminished from TRP's original estimate thereof.

         Commencing in January of 1994,  the Riparian Group had begun to explore
the  feasibility of acquiring a major stock position in, and management  control
of, Registrant.  They were interested in a publicly traded  corporation  because
they  believed it would be an effective  vehicle for the  effectuation  of their
proposed  business  plan.  For a  discussion  of the Riparian  Group's  proposed
business  plan,  reference is made to the subtopic,  "Proposed  Business Plan of
RSL"  of this  Item  1. In the  interest  of  such  potential  affiliation  with
Registrant,  the  Riparian  Group  agreed with TRP,  to use its best  efforts to
protect Little Prince  Productions Ltd. from the anticipated  adverse effects of
the  dissolution of TRP's  subsidiaries,  and the liquidation of properties held
thereby,  under  the  unfavorable  conditions  then  obtaining.  Thereupon,  the
Riparian Group formed  Bravecorp for the purpose of purchasing TRP. The sale was
effected on March 29, 1994 for the nominal  consideration  of  (pound)1.  At the
time of the sale, TRP had a negative net worth of approximately  (pound)199,000.
The sale therefore  resulted in the improvement of  Registrant's  net worth in a
like amount.

         The  events  which  followed  confirmed  the  expectations  of all  the
parties,  to wit: On April 15, 1994,  Barclays Bank,  foreclosed on EBL and took
legal possession of the Exchange Building. On April 18, 1994, Bravecorp sold EBL
to  Lacebury  Limited,  a firm  which  specializes  in  dealing  with  insolvent
companies, for a price of (pound)2. On April 26, 1994, Bravecorp sold all of the
remaining  assets of TRP,  except for PDL (and the Pandon  Development  owned by
PDL) to Lacebury  Limited for a price of  (pound)2.  At  approximately  the same
point in time,  Bravecorp sold PDL for the same nominal sum to Gracelord Limited
("Gracelord"). Neither Lacebury nor Gracelord is affiliated with Registrant, the
Riparian  Group,  or any  affiliate  of  Registrant  or the Riparian  Group.  In
connection  with their  services in respect of the  foregoing  transactions  and
dealing with outstanding  creditors and the appointment of company receivers and
liquidators,   Bravecorp   incurred   unreimbursed   expenses  of  approximately
(pound)3,525 (approximately $5,000).

         At the time of Bravecorp's  purchase of TRP, the Riparian Group was not
affiliated  with Registrant and all of the foregoing  transactions  were made at
arm's-length.   In  September  of  1994,  RSL  acquired   approximately  25%  of
Registrant's  issued  and  outstanding  common  stock by way new  issuances  and
transfers of shares from certain of Registrant's  past and present  officers and
directors. In connection therewith,  certain members of Registrant's management,
who were  associated  with TRP,  resigned and in their  place,  members of RSL's
management  were  appointed as officers and  directors  of  Registrant  (see the
discussion, below, under the caption "RSL Agreement").

         Proposed,  But  Uninstituted,  TRP  Real  Estate  Investment  Business.
Commencing in or about 1993,  TRP  endeavored to change the principal  thrust of
its operations from the real estate  development  operations  discussed above to
the real estate investment  business.  In an effort to further such purpose, TRP
participated in the Reverse  Acquisition so as to gain access to the U.S. public
capital  markets as a means of raising  financing  for the  acquisition  of real
estate properties  through the sale of equity interests in Registrant.  However,
TRP was never  able to raise  any  funds  through  private  or  public  sales of
Registrant's  securities  and,  as a result,  was never  able to  institute  its
proposed real estate investment business.

         Lack of Working  Capital-Second  Reorganization.  As noted above, after
the  Reverse  Acquisition,  Registrant  was not able to raise any funds  through
private or public  sales of its  securities,  or  otherwise,  TRP was  therefore
unable to institute  its real estate  investment  business  plan and the lack of
available working capital resulted in Registrant's  overall inability to conduct
operations  in any of its  three  proposed  business  segments  during  1993  or
subsequently  thereto,  except on a minimal  level.  On August 22,  1994,  in an
effort to  improve  Registrant's  business  prospects,  Registrant  and  certain
members of its then current  management  entered into an agreement with Riparian
Securities,  Ltd ("RSL")  whereby,  among other things,  RSL became the owner of
approximately  25% of Registrant's  issued and outstanding  common stock and RSL
designees  were  appointed  as officers  and  directors  of  Registrant.  (For a
discussion of the transactions  involving RSL, reference is made to the subtopic
"Subsequent  Events-RSL  Agreement," of this Item 1.) As of the date hereof, RSL
has not yet  instituted  its  business  plan and  Registrant  has had no  active
business  operations  other  than  theatrical  operations  which  have  remained
minimal. (For information  respecting RSL's proposed business plan, reference is
made to the discussion,  included below,  under the caption  "Proposed  Business
Plan of RSL" of this Item 1.)

         RSL Agreement. On August 22, 1994, Registrant entered into an agreement
(the "RSL Agreement") with RSL. RSL is a company  incorporated and registered in
England  (Company No. 2855251).  Its registered  office is located at 40 Lowndes
Street, Belgravia,  London, SW1X 9HX, England. RSL is engaged in the business of
real estate  investment and  management,  principally  in the area  encompassing
London and the Southwest of England.

         The RSL Agreement principally provided for:

               (a) a loan by RSL to Registrant of GB(pound)25,000, to be used to
         satisfy financial, tax and regulatory obligations of Registrant;

               (b) the sale by Registrant to RSL of 3,250,000 shares of original
         issue  common  stock of  Registrant  at a price  of $.01  per  share in
         conjunction with the sale by Peter N. Chapman and William J. Peacock to
         RSL of an aggregate of an additional  2,990,402  shares for the nominal
         price of $.0001 per share;

               (c) the resignation of four of the five then present directors of
         Registrant, pursuant to which Terence G. Galgey, William J. Peacock, A.
         Joseph  Tandet,  and Carl Kuehner  resigned as directors of Registrant,
         which resignations became effective as of October 1, 1994;

               (d) the  replacement of the resigning  directors by two designees
         of RSL, Adrian P. Kirby and Christopher  N.C. Jones,  and the reduction
         in the size of the board from five to three persons; and

               (e) the  resignations of Messrs.  Galgey,  Peacock,  Tandet,  and
         Kuekner as officers of Registrant,  which resignations became effective
         as of October 1, 1994.

         The closing of the RSL Agreement  took place on September 9, 1994.  The
newly  constituted  board of directors  took office on October 1, 1994, ten days
after a Notice to  Shareholders,  prepared in accordance  with Rule 14f-1 of the
Securities  and  Exchange  Act of 1934,  as amended (the "34 Act") was mailed to
Registrant's shareholders. Thereafter, Adrian P. Kirby was appointed as Chairman
and Chief  Executive  Officer  of  Registrant  and  Christopher  N.C.  Jones was
appointed as its Executive Vice President. Prior to their taking office, neither
Mr. Kirby nor Mr. Jones held any offices,  employments,  directorships  or other
affiliations  with Registrant.  Peter N. Chapman continued to hold the positions
of Secretary,  Treasurer and a Director of Registrant. On February 15, 1995, Mr.
Jones was removed for cause by the remaining  members of the board and Robert D.
Evans was appointed to fill the vacancies created by Mr. Jones's removal.

         Proposed  Business  Plan of RSL.  RSL  originally  entered into the RSL
Agreement with the intention of arranging for Registrant to acquire,  within six
months,  sufficient  investment  properties and related  business  activities to
enable Registrant to satisfy the minimum financial criteria for inclusion in the
National  Association of Securities  Dealers,  Inc.  Automated  Quotation System
("NASDAQ"). Such acquisitions were intended to consist of commercial properties,
located in the London area, preferably untenanted or under tenanted,  the values
of which could be enhanced by  Registrant  though the  installation  of suitable
tenants  obtained for such  properties  by  Registrant.  Registrant  intended to
effect such  acquisitions  through the issuance of large blocks of equity shares
of Registrant. Although Registrant's initial estimate of the time when such plan
could be put into effect has been extended, its basic intentions with respect to
the  business of  Registrant  have not  changed,  except  insofar as it has been
expanded to encompass  the  potential  acquisition  of service or  manufacturing
businesses,  as  well  as  commercial  real  estate  properties  for  equity  in
Registrant.  However,  in order to make  acquisitions  of any such properties or
businesses,  in exchange  for  issuances  of stock in  Registrant,  a meeting of
Registrant's shareholders must be called for the purpose of, among other things,
increasing  the amount of authorized  capital  stock.  Such a meeting  cannot be
called, however, until all of Registrant's past and currently due annual reports
on Forms 10-K and  quarterly  reports on Forms 10-Q are  prepared and filed with
the Securities and Exchange  Commission.  Registrant is currently in the process
of doing so and has filed  this  Report in  correction  with  such  efforts.  If
undertaken,   an  equity  financing  may  result  in  significant   dilution  to
Registrant's  current  shareholders  and may also cause  further  changes in the
control of Registrant  and its  management.  RSL has not, as of the date hereof,
located any  commercial  properties or service or  manufacturing  businesses for
potential  acquisition  and  has  no  present  understanding,   arrangement,  or
contractual   commitment   respecting,   any  specific   property  or  business.
Registrant's management,  however, continues to believe that opportunities exist
both in the United  States and United  Kingdom for  investment  in the foregoing
areas  of  business  and  property  and  is  actively  investigating   potential
investment opportunities.

         It is the  intention  of  management  that  Registrant's  existing  and
proposed  business  activities  continue to be conducted  in separate  segments.
While at  present  Registrant's  theatrical  production  activities,  which  are
extremely  limited  in nature,  represent  the only  active pan of  Registrant's
activities,  it is  intended  that these  activities  will,  in due  course,  as
investment  opportunities  are secured,  constitute a less  significant  part of
Registrant's overall business.

         Management's  current acquisition  strategy involves the possibility of
acquiring,  in exchange  for equity in  Registrant,  existing  businesses  which
management  believes will offer the  opportunity of sound  sustainable  earnings
with the potential for growth.  Registrant  does not intend to seek  investments
which  involve  a high  degree of  dependence  on  specialized  skills or market
conditions or which will be at risk from rapid  changes in market  conditions or
from technological Change. All potential  acquisitions will be analyzed in depth
by the executive officers of Registrant.  Advice from independent  advisors will
be  sought  as deemed  appropriate  by the  executive  officers.  In  evaluating
potential  investments,  Registrant will consider,  among other factors: (a) the
current  anticipated cash flows and their ability to meet operational  needs and
provide a competitive  market return on the equity  invested;  (b) the potential
for capital appreciation; (c) the geographical area and location of the business
and/or  property;  (d) the  ability  to  increase  cash  flow  through a capable
management;  (e) the capability of existing management; (f) the market positions
and  relative  strengths  of the business  related to its  competitors;  (g) the
general economic growth and tax and regulatory environment of the communities in
which the business operates; and (h) the prospects for liquidity,  through sale,
financing or refinancing.

         Registrant further intends to keep debt to conservative levels relative
to  equity  with  regard  to  both  mature  investments  and  new  acquisitions.
Registrant  plans to raise funds by selling  equity  securities in Registrant in
public or private  transactions.  The stockholders of Registrant do not and will
not have any preemptive  rights with respect to any such issues of  Registrant's
equity securities.  Moreover,  there can be no assurance that Registrant will be
able to raise any funds through the sale of such securities.

         Registrant's  directors  may determine in the future that a change from
Registrant's current investment  strategies and policies is in the best interest
of Registrant and its  stockholders  Stockholder  approval will not be necessary
for a  change  in  Registrant's  investment  policies.  Although  no  change  in
Registrant's investment policies is currently anticipated,  should the directors
deem it advisable, charges will be made. Alternative methods of financing, which
could be adopted by the board of directors in the future,  could include  short,
intermediate  or  long-term  borrowings,  on secured or  unsecured  basis.  Such
borrowings  could  be in  the  form  of  bank  borrowings,  including  unsecured
borrowings or borrowings  secured on  Registrant's  then existing  assets and/or
assets being  acquired with  borrowed  funds.  Borrowings  could also be made by
Registrant by way of Registrant's  issuance,  in public or private transactions,
of senior or  subordinated  notes or debentures,  including  notes or debentures
convertible  into  shares of  Registrant's  common  stock.  Registrant  may also
combine any of the above financing methods.

         The ability of Registrant  to finance the  acquisition  of  investments
through  the  issuance  of  Registrant's  equity  securities  may  result in the
dilution  of the book value of the shares of common  stock held by  Registrant's
then current stockholders.  Furthermore, the issuance by Registrant of senior or
subordinated  notes or debentures to finance any such acquisitions  would result
in the  creation of creditors of  Registrant  having  rights which are senior to
those of the holders of Registrant's common stock. In some cases, borrowings may
be made  pursuant  to  loan  agreements  or  indentures  containing  restrictive
covenants or other limitations on Registrant's  other operations.  The bylaws of
Registrant  do not  require  the  directors  to review  Registrant's  investment
policies at any specific intervals, to determine whether such policies are being
followed  or  whether  they are in the best  interests  of the  stockholders  of
Registrant.

         Settlements with Officers and Directors. On or about November 16, 1992,
Registrant's newly appointed  officers,  Terence G. Galgey,  William J. Peacock,
Peter N. Chapman,  Carl J. Kuehner, and A. Joseph Tandet entered into employment
or service  agreements  with Registrant  (the  "Executive  Officer  Compensation
Agreements"). Agreements for the services of Messrs. Galgey, Peacock and Chapman
were made  indirectly  with such  individuals  through the  following  corporate
entities:  (a) Mr. Galgey's service  agreement was made through Galgey Financial
Services Limited CGFSL");  (b) Mr. Peacock's  service agreement was made through
Oform Associates  Limited Oform");  and (c) Mr. Chapman's  service agreement was
made through Chapman & Chapman  ("C&C").  In the respective  service  agreements
with  GFSL,  Oform,  and  C&C,  each  such  corporate  entity   acknowledged  to
Registrant,  among other things,  that Messrs.  Galgey,  Peacock, or Chapman, as
applicable,  was its exclusive employee and that each such individual's services
was to be furnished to Registrant as an independent contractor.

         Pursuant to the terms of their respective  agreements,  Messrs. Galgey,
Peacock,  Chapman, Kuehner, and Tandet were to be paid annual salaries for their
services  as  officers  of  Registrant  in the  respective  amounts of  $85,000,
$75,000,  $75,000,  $25,000,  and $25,000.  Due to the lack of sufficient  funds
therefor,  Registrant  was unable,  in varying  degrees,  to meet its  financial
obligations to Messrs. Galgey, Peacock, Chapman, and Kuehner under the aforesaid
agreements.  As a result,  Registrant  accrued  contractual  liabilities to such
individuals,  by way of unpaid salaries and unreimbursed  expenses in connection
with the  transactions  with  RSL,  described  above,  Registrant  entered  into
settlement agreements with each of Messrs. Galgey, Peacock,  Chapman, Tandet and
Kuehner pursuant to which  Registrant  issued shares of its common stock to such
persons  in  satisfaction  of monies  owed to them in  respect  of such  accrued
contractual liabilities and unreimbursed expenses. For a discussion of the terms
of such settlements,  reference is made to the subtopic  "Certain  Relationships
and  Related   Transactions-Transactions   and   Business   Relationships   with
Management" of Item 13 of this Report.

         Insurance Proceeds. During the year ended December 31, 1992, a property
which formed part of one of TRP's  development  projects was  destroyed by fire.
The property was demolished on recommendation of the insurance carrier. Proceeds
in the amount of  approximately  $1,859,949 on the fire insurance policy on this
property were accrued as income in  Registrant's  financial  statements  for the
fiscal year ended  December 31, 1992,  but were  received by  Registrant  during
fiscal 1993. All of such proceeds were used to pay general creditors of TRP.

Theatrical Operations

         The Little  Prince.  A. Joseph  Tandet  acquired the  worldwide  stage,
television,  and radio rights to the literary work entitled "The Little  Prince"
by Antoine de Saint-Exupery and referred to herein as the "Work" on July 9, 1965
by agreement with Editions Gallimard,  a French publishing company ("Gallimard")
as representative of the Estate of Saint-Exupery.  Contemporaneously  therewith,
by agreement  with  Soliffim,  S.A. and TLP  Productions,  Ltd., Mr. Tandet also
acquired the exclusive,  worldwide  recording,  motion  picture,  commercial and
merchandising  rights to the Work. All of the foregoing  rights were assigned to
LPP by Mr. Tandet in 1980.  LPP believes  that it holds the  exclusive  right to
produce theatrical  presentations  based upon the Work in the U.S. and in Canada
in the English language as well as the non-exclusive right to produce theatrical
presentations  in Canada in the  French  language.  However,  its claims to such
rights are presently  being disputed by two  independent  theatrical  producers,
John Scoullar and Rick Cummins and LPP has instituted litigation with respect to
such dispute. For a discussion of the claims by Scoullar and Cummins, which form
the basis of such  dispute and  litigation,  reference  is made to the  subtopic
"Legal Proceedings-Scoullar and Cummins Matter" in Item 3 of this Report.

         On  December  31,  1992,   LPP   authorized   Theatreworks   USA  Corp.
("Theatreworks"),  a New York stage production  company which produces plays for
family audiences,  to produce a new musical stage production based upon the Work
and geared  specifically  for a  juvenile  audience.  LPP was paid  $5,000 as an
advance  against two percent (2%) of all gross revenues  derived by Theatreworks
from the production.  The Theatreworks production has been touring since October
1993.  To  date,  revenues  generated  therefrom  have not yet  entitled  LPP to
royalties  in an  amount  equal to the  $5,000  already  advanced.  In the event
revenues  from the  Theatreworks  production  should  reach a level  which would
entitle  LPP to  royalties  in an  amount in  excess  of the  $5,000  previously
advanced, LPP can expect to receive additional revenue in respect thereof. There
can be no assurance however, that this will prove to be the case.

         On September 30, 1992, LPP also authorized two  independent  theatrical
producers,  John Scoullar and Rick Cummins, to produce another new musical stage
production based upon the Work, in New York by December 31, 1993,  geared for an
adult  audience  (the  "Scoullar  Cummins  Production").   The  Scoullar/Cummins
production  opened on October 17,  1993 at the 28th  Street  Theatre in New York
City and ran through  December  1993.  During the fiscal year ended December 31,
1993, LPP derived gross revenues from the this production in the mount of $2,000
by way of an advance payment against  royalties.  No further royalties have been
paid to date. As a result of the foregoing,  Messrs.  Scoullar and Cummins claim
to have obtained from LPP's its right to produce theatrical presentations of the
Work in the United States and Canada.  LPP has  instituted  litigation to reform
the agreement upon which Scoullar and Cummins base such claim.  For a discussion
of LPP's dispute with Messrs.  Scoullar and Cummins and the ensuing  litigation,
reference  is made  to the  Subtopic  "Legal  Proceedings-Scoullar  and  Cummins
Matter" in Item 3 of this Report.

         Litigation with Gallimard and the Saint-Exupery  Family. On February 6,
1992, LPP entered into an agreement with Gallimard and the Saint-Exupery  family
in settlement of litigation  brought by Gallimard and the  Saint-Exupery  family
against LPP in 1990. The settlement agreement provided,  among other things, for
the  preservation of certain  television  production  rights to the Work held by
Pontaccio S.p.A. an Italian television production company ("Pontaccio"), payment
to  LPP of an  aggregate  amount  of  $200,000  (the  "Settlement  Fee")  in six
payments,  a royalty to LPP of three percent (3%) of gross revenues derived from
the proposed Pontaccio television production, and LPP's relinquishment of all of
its rights to the Work except for the following:

              (a) the exclusive right to produce theatrical presentations of The
         Little  Prince in the  United  States of  America  and in Canada in the
         English language. For discussion of respecting LPP's retention of these
         rights,  reference is made to the subtopic "Legal  Proceedings-Scoullar
         and Cummins Matter" in Item 3 of this Report); and

              (b) the non-exclusive right to produce theatrical  representations
         of The Little  Prince in Canada in the French  language  subject to the
         prior authorization of Gallimard.

         $150,000  of the  $200,000  Settlement  Fee were paid by  Pontaccio  in
fiscal 1992.  During the fiscal year ended December 31, 1993,  Pontaccio paid an
additional $50,000 in respect thereof. In addition,  Pontaccio remains obligated
to pay LPP a 3%  television  production  royalty  in the event  that it mounts a
television production of the Work. Plans for such a production currently include
a budget of approximately  $6,000,000.  However, LPP is unable to state whether,
if ever, such a production will be mounted. To date, Pontaccio has not generated
any revenues from such proposed television  production,  and no royalty payments
have been made to LPP.

         The Boys Next Door.  In November  1987,  in a joint  venture  with Duet
Productions  Inc., LPP produced an  off-Broadway  stage  production of "The Boys
Next  Door" by Tom  Griffen.  The  production  was a clear  critical,  but not a
financial, success. The production did however run for more than 70 performances
in New York,  as a result of which,  LPP became  entitled to certain  subsidiary
rights to  subsequent  performances  of the  production.  During the fiscal year
ended  December  31,  1994,  an amount of $4,500 was  accrued in respect of such
rights,  which mount was  subsequently  paid to LPP in March  1995.  There is no
assurance that significant  additional revenue, if any, will be earned by LPP in
connection with this property.

         Oil City Symphony.  LPP was an associate producer with Duet Productions
Inc. of a production of "Oil City Symphony"  which was produced  off-Broadway in
New York City in October 1987 and which ran until April 1989.  LPP  continues to
hold  certain  touring  rights to such  production,  but to date has realized no
revenues  therefrom.  There  can be no  assurance  that  LPP will  ever  realize
revenues from these touring rights.

         Film Rights.  On October 28, 1983,  LPP  acquired  from  Ceskoslovensky
Filmexport  ("CF") the sole and exclusive  rights,  for a period of 15 years, in
the territory of the United  States,  for the economic  exploitation  and public
exhibition  in cinemas of fifteen  35mm and 16mm  feature  length  films made in
Czechoslovakia.  In exchange  therefor,  LPP issued $50,000 shares of its common
stock to CF, valued at $1.25 per share. LPP has never received any revenues from
the  exhibition  of these films,  and during the fiscal year ended  December 31,
1993, the  distributor of such films advised LPP that such rights are worthless.
LPP does not  expect to derive  any  economic  benefit  from its rights to these
films.

Competition

         Real Estate  Business.  Management  believes that  Registrant  may face
competition for the most attractive real estate  investment  opportunities  from
other  investors  who are aware of the  opportunities  available at this time to
purchase properties at significantly deflated prices. Potential investors should
note,  however,  that other investors,  some of whom may have greater  resources
than  Registrant,  are in the  market for real  estate  investment  and  present
intense competition  perforce of their being considerably better established and
larger than Registrant in total assets and resources. Management intends to meet
such  competition by taking  advantage of its experience and expertise in the UK
real estate market and by using the financial strength which will be afforded to
Registrant through its access to equity capital markets. There cannot however be
any assurance that Registrant  will, in fact, be able to raise equity capital on
terms  favorable to it or at times  necessary to enable it to take  advantage of
attractive real estate investment opportunities against potential competitors.

         Theatrical Production Business.  The entertainment industry in general,
and the  production of stage  productions on or  off-Broadway  or in Regional or
other theaters in particular, is extremely speculative.  Only a small percentage
of theatrical  productions  ever make a profit.  Revenues from LPP's  theatrical
production  business are  dependent on a variety of factors over which it has no
control,  including  critical  and  consumer  reaction,  competition  from other
productions and the advertising and publicity which LPP and parties  external to
LPP, such as theatrical  reviews,  etc. provide for LPP's productions.  Audience
appeal depends,  among other things,  upon  unpredictable  critical  reviews and
changeable  public  tastes,  factors  which  cannot be reliably  ascertained  in
advance  and  over  which  LPP  has  no  control.  LPP's  principal  competitive
disadvantage in this field has been, and continues to be, its extremely  limited
capital  resources.  As at the date hereof,  LPP does not foresee an increase in
the amount of such capital  available to it. It is therefore  unable to state at
this time whether it will ever have  sufficient  capital to enable it to compete
effectively, if at all, in the area of theatrical production.

Personnel

         During the fiscal  year ended  December  31,  1994,  Registrant  had no
employees  other than its officers and directors and a full time clerical person
employed by TRP in its real estate  development  business.  The clerical  person
remained in the employ of  Registrant  until the sale of TRP on March 29,  1994.
Since  such date,  Registrant  has had no  employees  other  than  officers  and
directors.

Subsequent Events

         Sale of Trip to Bravecorp Limited.  On March 29, 1994,  Registrant sold
all  of  the  issued  and  outstanding   stock  of  TRP  to  Bravecorp   Limited
("Bravecorp"),  a U.K.  company  wholly  owned by Riparian  Investments  Limited
("RIL")  and formed  specifically  for the  purpose  of  purchasing  TRP.  For a
discussion of the terms of such sale, and the events leading up to it, reference
is made to the subtopic "Current Business  Activities,  Discontinued Real Estate
Development Projects-Sale of TRP" of this Item 1.

         Distribution of Atlantic Properties,  Ltd. Stock. On February 15, 1995,
Registrant's three current officers and directors,  founded Atlantic Properties,
Ltd. In consideration of services rendered and unreimbursed expenses incurred in
connection with its  organization,  Atlantic  Properties  issued 105,000 shares,
constituting  approximately  2.5% of its total  issued  and  outstanding  common
stock,  to  Registrant.  On March 30, 1995,  Atlantic  Properties,  Ltd. filed a
registration  statement on Form S-11 with the Securities and Exchange Commission
(SEC File No.  33-90790).  The 105,000 shares owned by Registrant  were included
therein to be  registered  under the  Securities  Act of 1933,  as amended,  for
distribution,  on a pro rata basis, to the holders of Registrant's  common stock
of record, on a date to be determined,  at the rate of one share of common stock
for every two hundred  thirty-eight (238) shares of Little Prince stock, without
any  Consideration   being  paid  by  such  shareholders.   Notwithstanding  the
foregoing,  any person who holds shares of Little  Prince common stock as of the
initial  Record  Date in an amount of less than two hundred  thirty-eight  (238)
will receive one share of Atlantic Properties, Ltd.
common stock.

Item 2. Properties

         Prior  to the date of the sale of TRP on  March  29,  1994,  Registrant
maintained its corporate headquarters in a suite of offices in a residential and
commercial brick landmark building  constituting  TRP's Pandon Quays development
project.  This facility consisted of a suite of modern,  newly renovated offices
of approximately  1,800 square feet,  virtually all of which space was dedicated
to reception,  office,  and conference areas. Since the sale of TRP on March 29,
1994,  the  executive   offices  of  Registrant  have  been  maintained  at  the
headquarters  of the Riparian  Group at 40 Lowndes  Street,  Belgravia,  London,
SW19HX, England. Registrant has no formal lease or agreement with respect to its
office  facilities and pays no rent or other  remuneration  for their use. These
facilities  consist of an approximately  1500 square foot suite of two executive
offices and a reception area.

         LPPL Corp.  maintains its  headquarters at the office of its president,
Mr. A. Joseph  Tandet,  at 555 Fifth  Avenue,  New York,  NY 10017.  Mr.  Tandet
receives  no  remuneration  from LPPL Corp.  or  Registrant  for the use of this
facility or for the  clerical  and other  incidental  services  provided to LPPL
Corp. by Mr. Tandet.

         Prior to the date of sale of TRP on March 29, 1994,  TRP owned  several
real  estate  development  properties  in various  stages of  completion.  For a
discussion  in more detail of such  properties,  reference  is made to Item 1 of
this Report "Current Business  Activities-Discontinued  Real Estate  Development
Projects."

Item 3. Legal Proceedings

         Gallimard and  Saint-Exupery  Family  Matters.  For a discussion on the
litigation and subsequent settlement of the captioned matter,  reference is made
to the subtopic  "Business-Theatrical  Operations-Litigation  with Gallimard and
Saint-Exupery Family" of Item 1 of this Report.

         Scoullar  and  Cummins   Matter.   On  May  10,  1994,   Little  Prince
Productions,  Ltd.  commenced an action in the Supreme Court of the State of New
York,  New York  County,  entitled  Little  Prince  Productions,  Ltd.  vs. John
Scoullar  and Rick  Cummins by serving a summons and  complaint  which  demanded
reformation of an agreement (The "Scoullar/Cummins  Agreement),  dated September
30, 1992 by and between  Little  Prince  Productions,  Ltd. and two  independent
theatrical  producers,  John Scoullar ("Scoullar") and Rick Cummins ("Cummins").
This  agreement  gave  Scoullar  and  Cummins the right to produce a new musical
production  based upon the literary work entitled "The Little Prince" by Antoine
de Saint-Exupery  (referred to herein as the "Work").  LPP filed the summons and
complaint   in   response  to  claims  by   Scoullar   and   Cummins   that  the
Scoullar/Cummins  Agreement  grants  to them the  unqualified  right to  produce
theatrical  productions  based upon the Work,  throughout  the United States and
Canada, utilizing materials from all sources, including those directly connected
to the Work.  LPP  claims  that the  rights of  Scoullar  and  Cummins  to mount
theatrical productions of the Work in the United States and Canada is limited to
productions  based solely upon their own materials.  Defendants  filed an answer
containing a general denial and a counterclaim  requesting  declaratory judgment
in their favor.

         Depositions  are  expected  to be  taken  in  April  1995  with a trial
expected  to follow  several  months  thereafter.  LPP  considers  the claims of
Scoullar and Cummins to be spurious.  LPP is unable to state at this time,  what
the outcome of this litigation will be.

         Michael  Frazier and  Michael  Frazier  Productions,  Inc.  Matter.  On
September 1, 1993,  Registrant and A. Joseph Tandet  commenced an action (in the
Civil Court, County of New York) against Michael Frazier  Productions,  Inc. and
Michael  Frazier,  individually  (collectively  "Frazier").  The complaint seeks
recompense  of  $20,630,  which  Registrant  advanced  on behalf of  Frazier  in
connection  with the settlement of an action which had been brought  against LPP
and other  defendants in December 1990, in the United States  District Court for
the Northern District of Ohio, entitled "The Cleveland Play House vs. The Hearts
Desire Company et al" (the "Cleveland Play House Litigation"). A stipulation was
filed,  and made an order of the Court,  calling for a  settlement  in the total
amount of $5,000 to be paid by  Frazier  to  Registrant  in five  equal  monthly
installments of $1,000,  with the first  installment due April 7, 1995. To date,
nothing has been paid in respect of such settlement.

         There are no other legal  proceedings to which Registrant is a party or
to which  its  property  is  subject,  which are  material  to its  business  or
prospects,  and  Registrant  knows of no other  legal  proceedings  contemplated
against it.

Item 4. Submission of Matters to a Vote of Security Holders

         During the fourth  quarter of the fiscal year ended  December 31, 1994,
no matters were submitted to a vote of security holders.


                                     PART II


Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

         Registrant's   common  stock,   $.01  par  value,   is  traded  in  the
over-the-counter  market under the symbol  "LTLP."  Because LPP did not meet the
revised financial criteria for continued  inclusion in the National  Association
of Securities  Dealers' Automated  Quotation System ("NASDAQ"),  it was delisted
therefrom,  effective May 27, 1992. Since such date,  Registrant's  common stock
has been quoted on the OTC Bulletin Board,  provided however that since April 1,
1994,  there has been so little trading  activity in Registrant's  stock that no
bids are shown for the quarters subsequent thereto (see Footnote 2 to the Table,
below).

         The following table sets forth  representative high and low closing bid
prices by calendar quarters as reported by the National Quotation Bureau and the
OTC  Bulletin  Board  from  January  1,  1993  through  March 31,  1995(2).  Bid
quotations  represent  prices between  dealers,  do not include retail mark-ups,
mark-downs or other fees or commissions, and do not necessarily represent actual
transactions.


                                               Bid Prices
                                      -------------------------
Calendar Quarter Ended                High Bid          Low Bid
----------------------                --------          -------

March 31, 1993                        1/16              5/16
June 30, 1993                         1/8               1/16
September 30, 1993                    1/8               1/8
December 31, 1993                     1/8               .01(1)
March 31, 1994                        3/8               .10(1)
June 30, 1994                         N/A(2)            N/A(2)
September 30, 1994                    N/A(2)            N/A(2)
December 31, 1994                     N/A(2)            N/A(2)
March 31, 1995                        N/A(2)            N/A(2)

---------------
(1) As reported by the National Quotation Bureau

(2)  Management  has been  advised by the  National  Association  of  Securities
Dealers,  Inc. that no dealer submitted bid prices for  registrant's  stock from
April 1, 1994 through March 31, 1995.


         As of April 7,  1995,  the  number of  holders  of record of the common
stock, $.01 par value, of Registrant was 340.

Item 6. Selected Financial Data

         The  financial  data set forth below are derived from the  consolidated
financial  statements  of  Registrant,  which were  audited  by Moore  Stephens,
independent  certified public  accountants,  for the fiscal years ended December
31,  1994,  1993 and 1992.  The  information  set forth below  should be read in
conjunction with  "Management's  Discussion and Analysis of Financial  Condition
and Results of Operation" and the financial statements, related notes and report
of  independent  auditors,  included  herein.   Specifically,   for  a  detailed
discussion  of  the  Discontinued  Operations  of  the  Registrant,  see  Item 1
"Business-Current  Business   Activities-Discontinued  Real  Estate  Development
Project-Sale of TRP" and Notes 1 and 5 to the financial statements  incorporated
in Item 8 of this Report.
<TABLE>
<CAPTION>


                                                               Years ended December 31,
                                        ------------------------------------------------------------------
                                        1994           1993          1992           1991          1990
                                        ----           ----          ----           ----          ----
<S>                                <C>            <C>            <C>            <C>            <C>

Consolidated Statement of
Operations Data

Continuing Operations
Net Sales                          $     7,029    $    12,726    $       300    $        --    $        --
Operating costs                       (120,434)      (189,594)      (169,538)            --             --
Other income                               663            698            117             --             --
Net Loss                               (94,742)      (176,170)      (169,121)            --             --
Earnings (loss) per common share
(cents)                                  (0.56)         (1.26)         (1.21)            --             --

Discontinued Operations
Net Sales                          $   524,297    $ 3,091,265    $ 1,719,746    $ 1,557,517    $    75,172
Net (Loss) Income                      (37,450)    (2,195,149)       162,565        (21,858)      (179,486)
Earnings (loss) per common share
(cents)                                  (0.22)        (15.68)          1.16          (0.16)         (1.28)
Weighted Average of shares
outstanding                         16,711,564     13,999,236     13,999,236     13,999,236     13,999,236

Balance Sheet Data
Total Assets                       $    51,681    $ 3,762,762    $ 8,689,480    $ 9,777,699    $ 4,915,256
Current liabilities                    214,145      4,202,881      6,730,698      2,688,283      2,135,607
Non-current liabilities                     --             --             --      4,739,209      1,236,327
Shareholders' equity (deficit) .      (162,464)      (525,428)     1,867,627      2,350,207      1,543,322
</TABLE>



Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

                                    Overview

         On November 16, 1992 (the "Acquisition  Date") Registrant  acquired all
of the issued and  outstanding  capital  stock of Tyne River  Properties  plc, a
company  incorporated in England  ("TRP"),  from the holders thereof in exchange
for eleven million,  eight hundred ninety-nine thousand,  two hundred thirty-six
(11,899,236) newly issued shares of Registrant's common stock. The scale of this
acquisition  was such  that the  activities  of TRP  formed  the  major  part of
Registrant's  activities  until the sale on March 29,  1994.  As  required by US
accounting standards,  the financial statements for the years ended December 31,
1993 and  December  31,  1994,  have been  prepared  to treat TRP as the  parent
company  with  balance  sheet data and results of  operations  of Little  Prince
Productions  included  only  with  effect  from the  Acquisition  Date.  All the
comparative  financial  information  for periods prior to the  Acquisition  Date
through December 31, 1994 therefore  relate solely to TRP and its  subsidiaries.
The balance sheets also reflect the effects of accounting for the acquisition as
a merger (purchase type).

         Balance sheet amounts originally denominated in United Kingdom sterling
have been  translated  into U.S.  dollars  using the veer-end  rate of exchange.
Operational results originally  denominated in United Kingdom sterling have been
translated  into U.S.  dollars  using the average  annual rate of exchange.  All
business  transactions  effected  by TRP are made in  United  Kingdom  sterling.
Fluctuations  in foreign  exchange  rates  could  have,  and in the past have at
various times had, either negative or positive  impacts on Registrant's  balance
sheet and results of operations.  The  Consolidated  Statement of  Shareholders'
Equity included in the financial  statements,  which form a part of this report,
shows the impact of changes in the dollar/sterling exchange rate on the value of
TRP's  assets  and  results  of  operations  over this and prior  periods.  Such
Statement  for the year to December  31, 1994 shows no exchange  gain or loss on
translation.  For the years ended  December 31, 1993 and December 31, 1992,  the
Registrant  had  an  exchange  loss  on  translation  of  $21,736  and  $49,122,
respectively.

Results of Operations

         Registrant's  operating  results  are  summarized  in  ITEM 6  Selected
financial  Data.   Generally,   the  decrease  in  Registrant's  net  loss  from
discontinued  operations in 1994 resulted from the Registrants  decision to sell
TRP in part due to the additional  decrease in the value of the A19 Property (as
discussed   under  "Current   Business   Activities--Discontinued   Real  Estate
Development  Projects-Sale  of TRP" of Item 1 of this  Report).  The sale of TRP
resulted  in a gain of  $287,428.  The  increase in  Registrant's  net loss from
discontinued  operations from 1992 to 1993 was  substantially the result of cash
flow  problems of TRP that were caused and  exacerbated  by a number of factors,
including,  but not limited to, a severe economic recession in the UK, which had
a  significant  adverse  effect  on the UK real  estate  property  markets,  the
cessation of rental  revenues from a major property owned by TRP, the refusal of
TRP's major lending bank to extend further credit,  and the unexpected demand by
a major  creditor of TRP for payment in full of a major  outstanding  liability,
and the  completely  unanticipated  actions  taken by such creditor in issuing a
petition  to the Court to  dissolve  TRP's  wholly  owned  subsidiary,  Exchange
Buildings,  Limited  ("EBL") and to  liquidate  its  assets.  As a result of the
foregoing the Registrant was forced to reduce the value of the Exchange Building
by $970,000 and the A19 Property by $120,000. In addition, the 1992 Net Loss was
reduced by the insurance proceeds on the destination of property which gave rise
to an exceptional profit of $1,398,186.

         Following  discontinuance  of the real estate  development  activities,
Registrant's  continuing  business comprises its Theatrical  Operations only-see
Item 1 Theatrical Operations-and the results have been restated accordingly. All
of this income derives from  arrangements  whereby  Registrant  receives revenue
dependent on the successful staging of theatrical productions. If the theatrical
productions are not successful then  Registrant's  revenue is severely  reduced.
The timing of receipt of the income is also  dependent  on the timing of staging
the theatrical  productions  and can therefore  fluctuate year on year.  Whereas
income was  received  during the 3 years  ended  December  31,  1994 there is no
guarantee  that income will continue to be received into the future.  Revenue is
not sensitive to changes in prices nor the effects of inflation.

         Registrant's  operating  costs  comprise  those costs  associated  with
Registrant's  continued  compliance with regulatory matters including associated
legal and professional costs.


<TABLE>
<CAPTION>

Liquidity and Capital Resources

                                 Dec.31,    Change    Dec. 31,     Change   Dec. 31,   Change    Dec. 31,
                                  1994     1993-1994   1993      1992-1993   1992     1991-1992    1991
                                  ----     ---------   ----      --------    ----     --------     ----
                                (in 000s)  (in 000s) (in 000s)   (in 000s) (in 000s)  (in 000s)  (in 000s)
<S>                               <C>       <C>       <C>         <C>       <C>       <C>        <C>  


ASSETS
Cash and cash equivalents              5       -25        30         -26        56      -199        255
Investment in US Government           11        -9        20         +20        --        --         --
Bond Fund
Prepaid expenses and taxes             1       -27        28         +12        16       -11         27
Other debtors                         24      -100       124      -2,022     2,146    +1,559        587
Development Properties                --    -3,548     3,548      -2,875     6,423    -2,484      8,907
                                  ------    ------    ------      ------    ------    ------     ------
Total Current Assets                  41    -3,709     3,750      -4,891     8,641    -1,135      9,776
OTHER ASSETS                          11        -2        13         -35        48        47          1
                                  ------    ------    ------      ------    ------    ------     ------
TOTAL ASSETS                          52    -3,711     3,763      -4,926     8,689    -1,088      9,777
                                  ======    ======    ======      ======    ======    ======     ======

LIABILITIES AND
SHAREHOLDERS EQUITY
CURRENT LIABILITIES
Trade Creditors                      159      -585       744        -550     1,294      -137      1,431
Accrued taxes                         --        --        --        -430       430      +423          7
Mortgage loan                         --    -2,517     2,517      -1,449     3,986    +3,966         --
Bank loan                             --      -723       723         -17       740      -174        914
Other current liabilities             55      -164       219         -82       301       +90        211
                                  ------    ------    ------      ------    ------    ------     ------
Total current liabilities            214    -3,989     4,203      -2,528     6,731    +4,168      2,563
NON CURRENT LIABILITIES               --        --        --          --        --    -4,739      4,739
                                  ------    ------    ------      ------    ------    ------     ------
                                                                                                  7,302
TOTAL LIABILITIES                    214    -3,989     4,203      -2,528     6,731      -571
Minority Shareholders Interests       --       -85        85          -6        91       -34        125
Total shareholders equity           (162)      363      (525)     -2,392     1,867      -483      2,350
                                  ------    ------    ------      ------    ------    ------     ------
TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY                   52    -3,711     3,763      -4,926     8,689    -1,088      9,777
                                  ======    ======    ======      ======    ======    ======     ======
</TABLE>



         The above table  indicates  the line by line  changes in the  financial
position of the Company over the 3 years ended December 31, 1994, 1993 and 1992.
Throughout  the period,  albeit  without  success,  the Company  sought to raise
additional  liquidity  through the issuance of  additional  shares of its common
stock in order to further the property development segment of its business. This
business was characterized by large fluctuations in working capital requirements
arising from the relatively  long duration of projects.  In the initial  stages,
projects would absorb  significant  cash as properties were under  construction.
The  Company  would  receive  a return  on its  investment  when  the  completed
properties  were sold.  Given the lack of success in raising  funds  through the
issuance  of  common  stock,  the  Company  had to  substantially  increase  its
borrowings.  By December 31, 1991 completed  properties were becoming  available
for sale and  throughout  the course of the  following  3 years sales were made.
Notwithstanding the Company's investment of additional funds to complete further
properties,  the  level of sales was such that a  substantial  reduction  in the
level of working capital invested in development properties was seen during 1992
and 1993. The funds so released were primarily used in those years to reduce the
level of mortgage loan outstanding together with related trade creditors.

         A  major  fire  within  one  of  the   development   properties   under
construction  in early 1992 led to an insurance  claim  totalling  $1.86 million
which was included within the balance sheet at December 31, 1992 and paid during
1993.  This accounts for the major part of the increase and subsequent  decrease
in the totals for Other debtors between December 31, 1991, 1992 and 1993.

         On March 29, 1994, the Company disposed of the whole of its interest in
the share capital of Tyne River Properties pic (see Item 1 Business-Discontinued
Real Estate  Development  Projects-Sale  of TRP). The effect of this disposal on
the line items above is set out in detail in Note 16 to  Registrant's  Financial
Statements (see Item 8 below).

         On August 22, 1994,  Registrant reached agreement with its Officers and
Directors  and a firm of  professional  advisors  to issue  shares of its Common
Stock in full and  final  settlement  of any  claims  they may have had  against
Registrant.  See Item  13-Settlements  with Officers and  Directors.  A total of
7,750,000  shares of common  stock  were  issued in  settlement  of  liabilities
totalling  $462,656.  On the same day, an additional  3,250,000 shares of common
stock were issued for $32,500 to Rapirian Securities Limited who, in addition to
acquiring the shares in the common stock,  had indicated their intention to give
short  term   financial   support  to  Registrant   throughout   the  period  of
reorganization. The combined effect of both of these transactions was to improve
the liquidity of Registrant by $495,146.

         Registrant had no material  commitments for capital  expenditure at any
of the years ended December 31, 1994, 1993 and 1992.

Future Liquidity

         Currently,  Registrant  does not have any  revenue  resources.  It must
therefore  rely on  increasing  its  authorized  share capital to either sell to
potential  investors  in either  public or  private  transactions  or  acquire a
suitable business to satisfy the minimum financial criteria for inclusion in the
National Association of Securities Dealers, Inc. automated quotation system. For
a more  detailed  description  of the  Registrant's  business  plan,  please see
"Current Business Activities-Proposed Business Plan of RSL" under Item 1 of this
Report.

         In order to make acquisitions of any such properties or businesses,  in
exchange  for  issuances  of stock in  Registrant,  a  meeting  of  Registrant's
shareholders  must be called for the purpose of, among other things,  increasing
the amount of authorized capital stock.

Item 8. Financial Statements and Supplementary Data

         The consolidated financial statements and related financial information
required to be filed are indexed on page F-1 and are incorporated herein.

Item  9.  Changes  in and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure

         As at November 16, 1992, Registrant became the successor to TRP through
a reverse  acquisition.  Pursuant to the Rules and Regulations of the Securities
and  Exchange  Commission,   perforce  of  such  acquisition,  TRP  became,  for
accounting purposes, the reporting entity constituting the Registrant. KPMG Peat
Marwick was previously the certifying accountants for TRP. On March 4, 1993, the
board  of  directors  terminated  that  firm's  appointment  and  engaged  Moore
Stephens,  of St. Paul's House,  Warwick Lane,  London EC4P 4BN as  Registrant's
certifying  accountants  for the fiscal  year ended  December  31,  1992.  Moore
Stephens has continued as  Registrant's  certifying  accountants  for the fiscal
years ended  December  31,  1993 and  December  31, 1994 and is still  presently
serving as Registrant's certifying accountants.

         In  connection  with the audits of the two fiscal years ended  December
31, 1991 and  December  31,  1990,  there were no  disagreements  with KPMG Peat
Marwick on any matter of accounting principles or practices, financial statement
disclosure,  or  auditing  scope  or  procedures,  which  disagreements,  if not
resolved to their satisfaction,  would have caused them to make reference to the
subject matter of the disagreement in connection with their reports.

         The audit reports of KPMG Peat Marwick on the  financial  statements of
TRP as of and for the fiscal years ended December 31, 1991 and December 31, 1990
did not contain an adverse  opinion or a  disclaimer  of opinion,  nor were they
qualified or modified as to uncertainty, audit scope, or accounting principles.

         The decision to change  accountants was approved by Registrant's  board
of directors.

                                    PART III

Item 10. Directors and Executive Officers of Registrant

         On  September  9,  1994,  RSL  acquired  a  major  equity  position  in
Registrant  pursuant to the RSL  Agreement,  which also provided for a change in
the  management  of  Registrant.  For a discussion  of the RSL  Acquisition  and
Agreement,  reference is made to the subtopic "Current  Business  Activities-RSL
Agreement"  of Item 1 of this  Report.  On February  15, 1995 one of the persons
designated by RSL as an officer and director of Registrant was removed for cause
and replaced.

Directors and Executive Officers

         Directors and  Executive  Officers  During the Year Ended  December 31,
1994.  The  table  below  sets  forth the  persons  who were the  directors  and
executive  officers of Registrant at any time during the year ended December 31,
1994 together with their respective ages, their respective dates of service, the
year in which each was first  elected or appointed  an officer or director,  and
any other office in Registrant held by each such person.  All persons who served
as officers of Registrant during this period also served as executive officers.

<TABLE>
<CAPTION>

                                                                                               Officer and Director
                                                                                   ---------------------------------------------
   Name of Director                     Other Offices Held                   Age            From                   To
   ----------------                     ------------------                   ---            ----                   --
<S>                             <C>                                          <C>       <C>                   <C>

Adrian P. Kirby(1)              Chief Executive Office, Chairman, President  36        October 1, 1994       President
Peter N. Chapman                Treasurer, Secretary                         39        November 16, 1992     President
Christopher N.C. Jones(2)       Executive Vice President                     40        October 1, 1994       February 15, 1995
Terence G. Galgey(3)            President                                    50        November 16, 1992     October 1, 1994
William J. Peacock(3)           Executive Vice President                     60        November 16, 1992     October 1, 1994
Carl J. Kuehner(3)              Vice President                               54        November 16, 1992     October 1, 1994
A. Joseph Tandet(3)             Vice President                               62        November 1982         October 1, 1994
</TABLE>


         Directors  and  Executive  Officers  After the Year Ended  December 31,
1994.  The  table  below  sets  forth the  persons  who were the  directors  and
executive  officers of Registrant at any three after the year ended December 31,
1994 together with their respective ages, their respective dates of service, the
),ear in which each was first  elected or appointed an officer or director,  and
any other office in Registrant held by each such person.  All persons who served
as officers of Registrant during this period also served as executive officers.

<TABLE>
<CAPTION>



                                                                                               Officer and Director
                                                                                  ----------------------------------------------
  Name of Director                    Other Offices Held                     Age             From                   To
  ----------------                    ------------------                     ---             ----                   --

<S>                           <C>                                            <C>       <C>                    <C>

Adrian P. Kirby(1)            Chief Executive Office, Chairman, President    36        October 1, 1994        Present
Peter N. Chapman              Treasurer, Secretary                           39        November 16, 1992      Present
Christopher N.C. Jones(2)     Executive Vice President                       40        October 1, 1994        February 15, 1995
Robert D. Evans               Executive Vice President                       40        February 15, 1995      Present

---------------
(1) Mr.  Kirby  took  office  on  October  1,  1994  in  connection  with  RSL's
acquisition of approximately 25% of Registrant's  issued and outstanding  common
stock. For information respecting Registrant's  transactions with RSL, reference
is  made  to  the  discussion  contained  in  the  subtopics  "Current  Business
Activities" under the captions "Lack of Working  Capital-Second  Reorganization"
and "RSL  Agreement"  in Item 1 of this  Report.  

(2) Mr.  Jones  took  office  on  October  1,  1994  in  connection  with  RSL's
acquisition of approximately 25% of Registrant's  issued and outstanding  common
stock. For information respecting Registrant's  transactions with RSL, reference
is  made  to the  discussions  contained  in  the  subtopics  "Current  Business
Activities" under the captious "Lack of Working  Capital-Second  Reorganization"
and "RSL  Agreement" in Item 1 of this Report.  Subsequent to the period covered
by this  Report,  on February  15,  1995,  at a special  meeting of the board of
directors of Registrant  called for such purpose,  the board voted to remove Mr.
Jones from his offices as a director and Executive Vice President of Registrant,
for cause. To fill the vacancies  created by the removal of Mr. Jones, the board
appointed  Robert  David  Evans.  Mr.  Evans,  who is 40 years old,  has been an
independent   business  consultant  since  1993,  assisting  with  acquisitions,
disposals,  and  financing  of various  projects,  principally  involving  gold,
diamonds, and oil properties in Russia. From 1988 through 1992, Mr. Evans served
as  Chairman  and  Chief  Executive  Officer,  and was a major  shareholder,  of
Enterprise  Computer Holdings,  Plc, a company involved in the computer hardware
and  software  business.  Mr.  Evans is a founder,  officer,  director and major
shareholder of Atlantic Properties, Ltd.

(3) Messrs. Galgey,  Peacock,  Kuehner, and Tandet resigned from their positions
as  officers  and/or  directors  of  Registrant,  effective  October  1, 1994 in
connection with RSL's  acquisition of approximately  25% of Registrant's  issued
and  outstanding   common  stock.   For  information   respecting   Registrant's
transactions  with RSL,  reference is made to the  discussions  contained in the
subtopics  "Current  Business  Activities"  under the captious  "Lack of Working
Capital-Second Reorganization" and "RSL Agreement" in Item 1 of this Report.
</TABLE>


         Messrs.  Kirby,  Chapman, and Evans,  Registrant's current officers and
directors,  devote such of their time to Registrant's business and affairs as is
required for their executive  duties and meetings of the board of directors.  On
average,  this requires an expenditure of 36 hours per week on the  Registrant's
business.

         Mr. Tandet devotes the majority of his time to the business  affairs of
LPP and Mr.  Chapman  devotes such time as is required for his executive  duties
and meetings of LPP's board of directors.

Family Relationships

         No family relationship exists between any director or executive officer
of Registrant or person contemplated to become such.

Business Experience

         The following summarizes the present occupation and business experience
during the past five  years for each  person  who was a  director  or  executive
officer of Registrant at any time during the fiscal year ended December 31, 1994
or thereafter  through and including  March 31, 1995. No other persons have been
nominated or chosen to become directors of Registrant.

         Adrian P. Kirby has been the  president,  chief  executive  officer and
chairman of the board of directors of Registrant since October 1, 1994. He was a
founder and is a major shareholder of Atlantic Properties,  Ltd., and has served
as a director  and as  treasurer  of such  corporation  since its  inception  on
February 15, 1995. In 1993, Mr. Kirby founded The Riparian Group,  consisting of
Riparian  Securities,  Ltd., Riparian  Investments,  Ltd. ("RIL"),  and Riparian
Properties,  Ltd.  Mr.  Kirby  is  the  Chief  Executive  Officer  of all of the
constituent  corporations of the Riparian Group. In 1984, Mr. Kirby incorporated
Guardacre  Investments  Limited,  and  subsequently,  Guardacre  Securities  and
Guardacre Properties Limited. Collectively, these corporations were known as the
"Guardacre  Group." From 1984  through  November  1993,  Mr. Kirby was the Chief
Executive  Officer of the Guardacre Group.  The constituent  corporations of the
Guardacre  Group were involved in a wide ranging  program of investment  trading
predominantly in the commercial  sector of the real estate market until November
1993 when they were sold and Mr. Kirby resigned.

         Peter N. Chapman has served as treasurer,  secretary, and a director of
Registrant  from  November  16, 1992  through the  present.  He also served as a
director and the  secretary of TRP from 1986 until March 29, 1994.  On April 15,
1994,  Barclays  Bank  foreclosed  on  Exchange  Buildings,  Ltd.,  a  principal
subsidiary  of TRP.  Chapman has been employed as a chartered  accountant  since
1979. He has been self employed since 1990, first independently and subsequently
as a partner in Chapman & Chapman,  a firm of chartered  accountants.  From 1988
through  January 1990,  Mr.  Chapman worked for William A. Swales Limited where,
commencing in January 1989, he served as Finance Director.  From 1985 to 1988 he
was  employed  by  Pearson  Engineering,   initially  as  Finance  Director  and
subsequently as Joint Managing Director. From 1983 to 1985 Mr. Chapman worked as
the Finance  Director  for T.B.  Pearson & Sons  Limited.  From 1976 to 1983 Mr.
Chapman was employed by the public accounting firm of Peat,  Marwick,  McLintoch
in  Newcastle  Upon  Tyne.  Mr.  Chapman's  varied  work  experience  within the
accounting profession has been primarily devoted to problem identification,  the
derivation  of  practical   solutions  to  those  problems  and  the  controlled
management of those  solutions.  Effective  November 16, 1992,  Mr.  Chapman was
appointed as an officer and director of LPPL Corp., a wholly owned subsidiary of
Registrant. Mr. Chapman received a B.A. degree from Leeds University in 1976 and
was admitted as a Fellow of the  Institute of Chartered  Accountants  in England
and Wales in 1979.

         Christopher  N.C.  Jones  served  as  a  director  and  executive  vice
president of Registrant  from October 1, 1994 until  February 15, 1995,  when he
was removed  from such  positions  for cause.  Mr.  Jones is an associate of the
Royal  Institution  of  Chartered  Surveyors  and  holds  a  diploma  in  Estate
Management.  Since 1959,  Mr.  Jones has been self  employed  as an  independent
commercial property consultant advising pension funds,  property companies,  and
other  property,  holding  clients.  Since  1989,  Mr.  Jones  has  been a major
shareholder and has served as the chief executive of Kingscote Limited, a United
Kingdom  company.  Kingscote  Limited  held and  managed  commercial  properties
throughout the UK until such properties were sold prior to 1991.

         Robert David Evans has been the executive vice president and a director
of Registrant since February 15, 1995. He has also served as the president and a
director of Atlantic Properties,  Ltd. since its inception on February 15, 1995.
Since  1993,  Mr.  Evans  has  been  self-employed  as a  business   consultant,
assisting with  acquisitions and disposals of various business entities and with
financing of various projects,  principally  involving gold,  diamonds,  and oil
properties in Russia.  From 1988 through 1992,  Mr. Evans was Chairman and Chief
Executive Officer and a major shareholder of Enterprise  Computer Holdings,  Plc
("ECH"). ECH is involved in the marketing of computer hardware and software.

         Terence  G.  Galgey  served  as  the  president  and as a  director  of
Registrant  from  November  16, 1992 until  October 1, 1994 when he resigned his
positions  as  required  under  the  terms of the RSL  Agreement  (see  "Current
Business Activities-RSL  Agreement" of Item 1 of this Report). He also served as
the  chairman of the board of  directors  of TRP from 1987 until March 29, 1994.
Since 1983,  Mr.  Galgey has been the  chairman  and  managing  director of T.G.
Galgey & Co. Limited,  a brokerage firm and member of the London Stock Exchange.
He has also been a  shareholder,  officer,  and  director  of  Galgey  Financial
Services  Limited  (formerly  a wholly  owned  subsidiary  of T.G.  Galgey & Co.
Limited) since 1988. Since 1982, Mr. Galgey has been a shareholder, officer, and
director of Galgey  Technical  Industries  Ltd. Both Galgey  Financial  Services
Limited and Galgey Technical Industries Limited currently own assets but conduct
no significant operations.

         William J. Peacock served as executive vice president and as a director
of Registrant  from November 16, 1992 until October 1, 1994 when he resigned his
positions  as  required  under  the  terms of the RSL  Agreement  (see  "Current
Business Activities-RSL  Agreement" of Item 1 of this Report). He also served as
a  director  of TRP from 1987  until  March 29,  1994.  Mr.  Peacock  is a civil
engineer and has an extensive background in property management and development.
Since March 1985, Mr. Peacock has been a director of Wincomblee Estates Ltd. and
subsidiary  companies.  He was the founder of Oform  Associates Ltd., is a major
shareholder,  and served as an officer and  director  thereof from 1983 to 1989.
Since  1989,  Mr.  Peacock has been a director of Oform  Associates  Ltd.  which
provided  project  management,  engineering,  design and costing services to TRP
(see "Related  Transactions," below). From 1977 through 1982. Mr. Peacock was an
officer and  director  of  Broadacre  Developments  Ltd. He is a graduate of the
Institution  of Civil  Engineers  where he was awarded the James Forrest  Silver
Medal for published papers relating to civil engineering matters.

         Carl J. Kuehner  served as vice  president and a director of Registrant
from  November 16, 1992 until October 1, 1994 when the resigned his positions as
required  under  the  terms  of  the  RSL  Agreement   (see  "Current   Business
Activities-RSL  Agreement"  of Item 1 of this  Report).  He is a  licensed  real
estate  broker and has an extensive  background  as a real estate  developer and
consultant.   He  has  also   participated   in  the   design  of  an   advanced
multi-processor  computer  system and has worked in the areas of dynamic storage
management  systems and computer  systems  simulation.  Mr. Kuehner has been the
president of Real Estate  Technology  Corp.  ("RETC") in Naples,  Florida  since
1989.  From October 1975 until  September  1989 he was  president of Real Estate
Technology Corp., in New Canaan,  Connecticut, an affiliate of RETC. Mr. Kuehner
received a B.S.  degree in physics from the University of Scranton in 1952 and a
Master of Science degree in engineering  from the University of  Pennsylvania in
1964.

         A. Joseph Tandet served as president,  treasurer, and a director of LPP
from its inception in April 1980 until November 16, 1992,  when he resigned from
his positions as president and  treasurer  and was appointed  vice  president of
Registrant.  He served as vice  president  and a director  of  Registrant  until
October 1, 1994 when he resigned his  positions  as required  under the terms of
the RSL Agreement (see "Current Business Activities-RSL  Agreement" of Item 1 of
this Report).  Mr. Tandet has been president and a director of LPPL Corp.  since
its inception in 1980,  and  continues to serve as such.  For more than the past
twenty years,  Mr. Tender has been an attorney  practicing in New York City. Mr.
Tandet has also been engaged for more than twenty years in various entertainment
and cultural  activities in New York City,  including the  co-production  of the
off-Broadway  play "Blood  Wedding,"  a concert at  Philharmonic  Hall,  and the
co-production  of the film "The Little Prince." Mr. Tandet also was a co-founder
of the Committee for International  Composers  Concerts,  Inc. and the Manhattan
Theatre Club,  Inc.  which he served as president  from founding  until 1984 and
which he presently serves as a Director  Emeritus.  Mr. Tandet has also produced
two Broadway plays, "The Little Prince" and "Born Yesterday," as well as the off
Broadway  productions,  "The Boys Next  Door"  and "Oil  City  Symphony."  Other
theatrical  productions by Mr. Tandet include  "Hearts  Desire," which played in
regional productions and a showcase production of "The Witch of Wall Street," at
Lincoln Center, New York.

Compliance with Section 16(a) of the Exchange Act

         Any  person  who is an  officer,  director,  or the  beneficial  owner,
directly or  indirectly,  of more than 10% of the  outstanding  common  stock of
Registrant is required  under Section  16(a) of the  Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act")  to file  certain  reports  with  the
Securities  and Exchange  Commission  (the  "Commission")  disclosing his or her
holdings or transactions  in any securities of Registrant.  For purposes of this
discussion,  all such persons  required to file such reports will be referred to
as "Reporting Persons." Every Reporting Person must file an initial statement of
his or her beneficial  ownership of Registrant's  securities on the Commission's
Form 3 within ten days after he or she  becomes a Reporting  Person.  Thereafter
(with  certain  limited  exceptions),  all  changes  in his  or  her  beneficial
ownership of Registrant's securities must be reported on the Commission's Form 4
on or  before  the 10th day  after the end of file  month in which  such  change
occurred. In addition, all Reporting Persons will be obligated to file an annual
statement on the Commission's  Form 5 within 45 days after the end of the fiscal
year unless all reportable transactions have already been reported on an earlier
filed  Form 3 or Form 4.  Transactions  reportable  on Form 5 will  include  all
changes in a Reporting Person's  beneficial  ownership of Registrant  securities
which were not  required  to be  reported  on a Form 4 during the fiscal year as
well as all holdings and  transactions,  which should have been reported  during
the most recent  fiscal year on a Form 4, but were not.  Statements  of holdings
which  should have been  reported on a Form 3 or  transactions  required to have
been  reported  on a Form 4, which are  reported  on Form 5 after the end of the
fiscal  year in  which  they  occurred  will  represent  late  Form 3 and Form 4
filings.

         Based  solely  upon a review  of Forms 3 and 4 and  amendments  thereto
furnished  to  Registrant  during  the  fiscal  year ended  December  31,  1994,
Registrant  knows of no person who was a  Reporting  Person and was a  director,
officer,  or  beneficial  owner of more than 10  percent  of any class of equity
securities of the Registrant,  who has failed to file any reports required to be
filed  on  Forms  3 or 4  with  respect  to  his  holdings  or  transactions  in
Registrant's securities, other than as follows:

                                    Number of                    Number of
                                Reports Not Filed               Transactions
                                -----------------               ------------
                              Forms 3      Forms 4              Not Reported
                              -------      -------              ------------

William J. Peacock                            1                      1
Peter N. Chapman                              1                      1
Adrian P. Kirby                   1           1                      2
Christopher N.C. Jones            1                                  1
Patchouli Foundation              1                                  1
Riparian Securities, Ltd.         1           1                      2


         Registrant  expects that all  Reporting  Persons who failed to file the
proper reports due during the fiscal year ended December 31, 1994 will file such
reports,  albeit on an untimely basis, during the fiscal year ended December 31,
1995.

Item 11.   Executive Compensation

Current Remuneration

         Registrant has no stock option or stock appreciation  rights, long term
or other incentive  compensation plans, deferred compensation plans, stock bonus
plans,  pension plans, or any other type of  compensation  plan in place for its
executive  officers,  directors,  or other  employees  and none of its executive
officers or directors  have ever  received  compensation  of any such types from
Registrant pursuant to plans or otherwise.

         The  following  table  sets  forth  information  concerning  the annual
compensation  received or accrued for  services  provided in all  capacities  to
Registrant for the years ended December 31, 1994, 1993, and 1992 by Registrant's
chief executive  officer.  None of Registrant's  executive  officers received or
accrued annual  compensation in excess of $100,000 in any of such years.  All of
Registrant's  current  executive  officers  have  agreed to render  services  to
Registrant solely for the purpose of enhancing the value of their  shareholdings
in  Registrant,  until  such  time as  Registrant  has the  financial  resources
available to  compensate  such persons for their  services.  (See the  "Security
Ownership of Management" table included in Item 12 of this Report.)


                           Summary Compensation Table

                                                           Annual      All Other
                                                           ------      ---------
                                                       Compensation Compensation
                                                       ------------ ------------
                                           Fiscal Year
    Name                    Position       December 31,    Salary
    ----                    --------       -----------     ------
Adrian P. Kirby(1)        President and        1994      $    -0-          $ -0-
                          CEO
Terence G. Galgey(2)      President and        1994        14,250      83,352(3)
                          CEO
Terence G. Galgey(2)      President and        1993        49,377
                          CEO
Terence G. Galgey(2)      President and        1992         9,808
                          CEO

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

(1) Mr. Kirby became  president  and chief  executive  officer of  Registrant on
October 1, 1994.  Mr.  Kirby has agreed to render  his  services  to  Registrant
solely for the purpose of enhancing the value of his shareholdings in Registrant
until  such  time  as  Registrant  has  the  financial  resources  available  to
compensate him for his services.

(2) Mr. Galgey took office as Registrant's president and chief executive officer
on  November  16,  1992 and  served as such until  October  1,  1994.  Under Mr.
Galgey's service agreement with Registrant, he was entitled to be paid an annual
salary of $85,000 for 1992. The mount shown for 1992  represents sums earned and
received by Mr.  Galgey for the period from  November  16, 1992 to December  31,
1992. Mr. Galgey received all of his  compensation  from  Registrant  indirectly
through T.G. Galgey & Co., an English  company  controlled by Mr. Galgey through
stock ownership and his positions as an officer and director thereof.  Under Mr.
Galgey's service  contract with Registrant,  he was entitled to receive a salary
of  $85,000  in 1993 and  $61,979 in 1994  relating  to the period  prior to his
resignation.  Due to a lack of  liquidity  the  Company  was  unable  to pay the
amounts due.  Only those sums outlined in the table above were paid. At the time
of his  resignation,  $83,352 was outstanding and due under Mr. Galgey's service
contract.  In full and final  settlement  of this debt  shares in the  Company's
common stock were issued as set out in Note (3) below.

(3)The  liability of the Company under the Mr. Galgey's  service  agreement that
was unpaid at the date of his  resignation  on  October  1, 1994 of $83,352  was
settled in full by the  issuance of  1,250,000  shares in the  Company's  common
stock.


Directors Remuneration

         The directors of Registrant are not  compensated  for their services as
such.

Item 12.     Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners

         The  following  table  sets  forth  information  with  respect  to  the
beneficial share ownership,  as of March 31, 1995 of Registrant's  common stock,
$.01 par value,  by each person who is known by Registrant  to own  beneficially
more than 5% of Registrant's common stock.


    Name and Address          Amount and Nature of
   of Beneficial Owner        Beneficial Ownership          Percent of Class(3)
   -------------------        --------------------          ------------------
Patchouli Foundation(1)            6,240,402                       25%
c/o Von Erlach & Partners
Strasse 7, Postfach 4088
8022 Zurich

Adrian P. Kirby(2)                 6,240,402                        25
40 Lowndes Street
Belgravia, London
SW1X9HX, England

Terence G. Galgey(3)               2,250,000                         9
Little Lodge
Great Bardfield
Braintree, Essex CM7 4QB
England

John L. Milling(3)                 1,250,000                         5
115 River Road, Bldg. 12
Edgewater, NJ 07020

Frances Katz Levine(3)             1,250,000                         5
115 River Road, Bldg. 12
Edgewater, NJ 07020

---------------
(1) Includes 3,250,000 shares issued to RSL pursuant to the RSL agreement and an
aggregate of additional 2,990,402 shares,  transferred to RSL by Messrs. Peacock
and  Chapman,  for the nominal  consideration  of $.0001 per share.  All of such
shares were transferred by RSL to the Patchouli  Foundation on January 17, 1995.
Both RSL and the Patchouli  Foundation  are under the control of Adrian P. Kirby
and such  transfer was  therefore  deemed not to involve a change in  beneficial
ownership.  See  Footnote  2  to  this  Table.  

(2) Includes 6,240,402 shares  beneficially  owned by the Patchouli  Foundation;
Mr.  Kirby may be deemed to be a  beneficial  owner of such  shares  through the
investment  and voting  powers which Mr. Kirby was over such shares  through his
position as attorney-in-fact for the administrator of the Patchouli Foundation.

(3) Issued in September  1994 in partial  satisfaction  of unpaid fees for legal
services rendered and unreimbursed expenses incurred.

Security Ownership of Management

         The following  table sets forth  information  with respect to the share
ownership,  as of March 31,  1995,  of each  person who  served as an  executive
officer and/or director of Registrant  during the fiscal year ended December 31,
1994, individually and as a group.

  Name and Address                 Amount and Nature of
 of Beneficial Owner               Beneficial Ownership      Percent of Class(3)
 -------------------               --------------------      -------------------
Terence G. Galgey                      2,250,000                     9.0%
Little Lodge
Great Bardfield,
Braintree, Essex CM7 4QB
England

William J. Peacock                       299,437(1)                  1.2
2a Lindisfarne Road
Jesmond
Newcastle Upon Tyne
NE2 2HE, England

Peter N. Chapman                         325,000(2)                  1.3
Satley House
Satley, Bishop Auckland
County Durham DL13 4HU
England

Carl J. Kuehner                          845,687                     3.4
1191 Eighth Street, South
Suite 2C
Naples, FL 33940

A. Joseph Tandet(3)                      478,000                     1.9
555 Fifth Avenue
New York, NY 10017

Adrian P. Kirby(2)                     6,240,402                    25.0
40 Lowndes Street
Belgravia, London SW1X 9HX
England

---------------
(1) Excludes  1,500,000  shares which Mr. Peacock sold to RSL on October 7, 1994
as part of the aggregate of 3,000,000  shares which RSL  purchased  from Messrs.
Peacock  and  Chapman for the  nominal  consideration  of $.0001 per share.  

(2) Excludes  1,500,000  shares which Mr. Chapman sold to RSL on October 7, 1994
as part of the aggregate of 3,000,000  shares which RSL  purchased  from Messrs.
Peacock and Chapman for the nominal consideration of $.0001 per share.

(3) Does not include 500,000 shares which  Registrant has agreed to issue to Mr.
Tandet in consideration of his agreement to perform  extensive legal services on
behalf of Registrant's  wholly owned subsidiary,  LPPL Corp. Such stock issuance
will be  made at such  time as  Registrant's  certificate  of  incorporation  is
amended so as to increase the authorized  capital stock thereof.  (4) Based upon
24,999,236 shares of common stock, $.01 par value,  issued and outstanding as of
April 7, 1995.

Changes in Control

         On  September 9, 1994,  RSL acquired 25% of the issued and  outstanding
stock of Registrant. On October 1, 1994, changes in the management of Registrant
made pursuant to such stock acquisition took effect.  See the discussion thereof
contained in the subtopic "Current Business Activities-RSL  Agreement" in Item 1
of this  Report.  Registrant  is not  aware of any  arrangements  which may at a
subsequent date result in a change in control of Registrant.

Item 13.          Certain Relationships and Related Transactions

Transactions and Business Relationships with Management

         Service and  Employment  Agreements.  Following  the  November 16, 1992
Reverse   Acquisition,   Registrant   entered  into   agreements,   directly  or
indirectly,1  with A. Joseph  Tandet and the four other  executive  officers who
were  appointed  as  executive  officers of  Registrant  pursuant to the Reverse
Acquisition.  Such  agreements  provided  for  services  to, or  employment  by,
Registrant.

         1.   A  service  agreement,   dated  November  16,  1992,  with  Galgey
              Financial  Services Limited CGFSL")  providing for the services of
              its president, Terence G. Galgey (the "Galgey Service Agreement");

         2.   A  service   agreement,   dated  November  16,  1992,  with  Oform
              Associates  Limited  ("Oform")  providing  for the services of its
              executive vice president, William J. Peacock (the "Peacock Service
              Agreement");

         3.   A service  agreement,  dated  November  16,  1992,  with Chapman &
              Chapman  ("C&C")  providing  for the services of its treasurer and
              secretary, Peter N. Chapman (the "Chapman Service Agreement"); and

--------
1 In Registrant's respective Service Agreements with GFSL, Oform and C&C each of
the  foregoing  acknowledged  to Registrant  that Messrs.  Galgey,  Peacock,  or
Chapman, as appropriate, was its exclusive employee, that each such individual's
services were being  furnished to Registrant as an independent  contractor,  and
that  accordingly,  to the  extent  that all  applicable  laws  and  regulations
allowed,   the   responsibility  of  complying  with  all  statutory  and  legal
requirements relating to each such respective  individual as an employee,  would
be  discharged  wholly  by  GFSL,  Oform  or C&C,  as  applicable.  The  Service
Agreements  further  provided  that  in the  event  any  person  should  seek to
establish any liability or obligation upon Registrant on the grounds that any of
the respective individuals is an employee of Registrant,  GFSL, Oform or C&C, as
appropriate,  would  indemnify  Registrant and keep it indemnified in respect of
any  liability or  obligation  and any related  costs,  expenses or other losses
which Registrant incurred in connection therewith.

         4.   An employment  agreement,  dated October 21, 1992,  with A. Joseph
              Tandet providing for Mr. Tandet's employment as the vice president
              of  Registrant  and  as  president  of  LPPL  Corp.  (the  "Tandet
              Employment Agreement").

         Settlements  with  Officers  and  Directors.  Registrant  was unable in
varying  degrees  to meet  its  financial  obligations  under  the  service  and
Employment Agreements.  As a result,  Registrant accrued contractual liabilities
arising from unpaid salaries and unreimbursed  expenses.  In connection with the
August 22, 1994 RSL  Agreement,  Registrant  entered  into  separate  settlement
agreements  with the  contracting  parties  under  the  respective  service  and
employment  agreements.  In connection with the RSL stock acquisition and change
in management, Messrs. Galgey, Peacock, Chapman, Tandet and Kuekner entered into
separate   settlement  and  release  agreements  with  Registrant  whereby  they
accepted,  in full and final  settlement of any claims they may have had against
Registrant respecting accrued but unpaid compensation and reimbursable expenses,
shares of Registrant's  common stock, valued at approximately $.06 per share, as
follows:

                               Amount of             Number of
    Name                       Liability           Shares Issued
    ----                       ---------           -------------
Torenee G. Galgey               $83,352               1,250,000
William J. Peacock               98,103               1,575,000
Peter N. Chapman                100,648               1,625,000
Carl Kuehner                     46,354                 800,000


         In addition,  Registrant  agreed to issue 500,000 shares to Mr. Tender,
at such time as Registrant's  certificate of  incorporation  is amended so as to
increase its authorized capital stock, in consideration of Mr. Tandet's agreeing
to render extensive legal services in connection with certain litigation matters
of Registrant and its subsidiary LPPL Corp.

         Loan From  Affiliate.  During the year ended  December 31, 1994 and the
period subsequent thereto, the Patchouli Foundation his made loans to Registrant
to cover  costs and  expenses  incurred in  connection  with  various  corporate
activities,  including without limitation,  legal,  accounting,  and filing fees
incurred in connection  with the  preparation of  Registrants  annual reports on
Form's 10-K for the years ended December 31, 1993 and 1994. To date,  such loans
aggregate to approximately $50,000.

                                     PART IV

Item 14.     Exhibits, Financial Statement Schedules, and Reports on Form 8-K

         (a)  The following documents are filed as part of this Report.

         1.   Financial  Statements.  See Index to financial  statements on page
              f-1 of this Report.

         2. Financial  Statement  Schedules.  Financial statement schedules have
         been  omitted  for the  reason  that they are not  required  or are not
         applicable,  or the  required  information  is shown  in the  financial
         statements or notes thereto.

         3. Exhibits. Exhibits filed as part of this report are as follows:




                                                                   Exhibit No.  
                                                                    as filed    
                                                                  with document 
                                                                    indicated   
                                                                    ---------
                                                                           
         2(a) Offer  Document  relating  to the  Recommended
              Offers by RAS  Securities  Corp.  on behalf of
              Little Prince Productions, Ltd. to acquire the
              entire  issued  share  capital  of Tyne  River
              Properties  plc and  Notice  of  Extraordinary
              General  Meeting  of  Tyne  River   Properties
              plc(1)                                                  2(a)

                                                                          
          (b) Announcement;  dated November 16, 1992, by RAS
              Securities Corp.  respecting valid acceptances
              of  the   Exchange   Offer   (mailed   to  TRP
              shareholders)(1)                                        2(b)

                                                                        
        10(a) Agreement,  dated  October  21,  1992,  by and
              among Little Prince  Productions,  Ltd.,  Tyne
              River   Properties  plc,  Terence  G.  Galgey,
              William J. Peacock, and Peter N. Chapman(1)            10(a)



         (b)  Letter,  dated  November  16,  1992,  from the
              directors of TRP to  Registrant  consenting to
              Registrant's   declaring  the  Exchange  Offer
              unconditional and delivering  certificate from
              Barclays Registrars  respecting the receipt of
              acceptances  of the  Exchange  Offer  from the
              holders of 90.38% of the TRP Ordinary  shares,
              and  100%  of the  TRP  Founder  and  Deferred
              Shares(1)                                              10(b)

 
         (c)  Service  Agreement,  dated  November 16, 1992,
              with Galgey Financial Services Limited(2)              10(c)

         
         (d)  Service  Agreement,  dated  November 16, 1992,
              with Oform Associates Limited(2)                       10(d)

         
         (e)  Service  Agreement,  dated  November 16, 1992,
              with Chapman & Chapman(2)                              10(e)

         

         (f)  Employment  Agreement,  dated October 21,1992,
              with A. Joseph Tandet(2)                               10(f)

         

         (g)  Agreement,  dated  August  22,  1994,  between
              Little Prince  Productions,  Ltd. and Riparian
              Securities Limited(3)

         23*  Consent of Moore Stephens L.L.P.



---------------
*Filed herewith.
(1) Filed with the Securities and Exchange Commission as an exhibit, numbered as
indicated  above,  to  Registrant's  Form 10-K,  dated November 16, 1992,  which
exhibit is incorporated  herein by reference.  

(2) Filed with the Securities and Exchange Commission as an exhibit, numbered as
indicated above, to Registrant's  Transition  Report on Form 10-K for the period
ended November 16, 1992, which exhibit is incorporated herein by reference.

(3) Filed with the Securities and Exchange Commission as an exhibit, numbered as
indicated above, to Registrant's  Form 8-K, dated August 22, 1994, which exhibit
is incorporated herein by reference.

         (b)  Reports on Form 8-K

         No reports on Form 8-K have been  filed by  Registrant  during the last
quarter of the period covered by this report.

                                   SIGNATURES

         Pursuant to the  requirements of Section 13 or 15(d) and Rule 12b-15 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/ Adrian P. Kirby
                                     -------------------------------------
                                         ADRIAN P. KIRBY, President

<PAGE>

                         Little Prince Productions, Ltd.
                                and Subsidiaries


                                December 31, 1994


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


                                TABLE OF CONTENTS

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


                                                                            Page
                                                                            ----

Independent Auditor's Report..............................................   F-2

Financial Statements:

         Consolidated Balance Sheets......................................   F-3
         Consolidated Statements of Operations............................   F-5
         Consolidated Statements of Shareholders' Deficit.................   F-6
         Consolidated Statements of Cash Flows............................   F-7
         Notes to Financial Statements....................................   F-9







                                       F-1

<PAGE>



                          Independent Auditor's Report

The Directors and Shareholders,
Little Prince Productions, Ltd.

We have audited the  consolidated  balance sheets of Little Prince  Productions,
Ltd.,  and   subsidiaries  at  December  31,  1994  and  1993  and  the  related
consolidated statements of operations,  shareholders' deficit and cash flows for
each of the three years in the period ended December 31, 1994.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statements presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  consolidated  financial  position of Little Prince
Productions,  Ltd., and  subsidiaries  as of December 31, 1994 and 1993, and the
consolidated results of its operations and cash flows for each of three years in
the period ended  December 31,  1994,  in  conformity  with  generally  accepted
accounting principles.





New York, New York
October 27, 1995




                                       F-2



                         Little Prince Productions, Ltd.
                                and Subsidiaries


                           Consolidated Balance Sheets

                                          31st December    31st December
                                               1994            1993
                                               ----            ----
Assets                                     $             $

Current Assets

Cash and cash equivalents                        5,241        29,933
Investment in US Government Bond Fund
  (note 6)                                      10,900        20,000
Prepaid expenses and taxes                         612        27,807
Settlement proceeds receivable (note 11)          --          50,000
Development properties (note 7)                   --       3,548,150
Other debtors (note 13)                         23,700        74,181
                                           -----------   -----------
         Total current assets                   40,453     3,750,071

Property and Equipment-At Cost

Furniture, fixtures and equipment                 --           2,996
Less: Accumulated depreciation                    --          (1,033)
                                           -----------   -----------

Net property and equipment                        --           1,963

Other Assets

Production rights (note 8)                       7,500        10,000
Investment in joint ventures                     3,728           728
                                           -----------   -----------
         Total other assets                     11,228        10,728
                                           -----------   -----------

         Total Assets                      $    51,681   $ 3,762,762
                                           ===========   ===========



    The accompanying notes are an integral part of these financial statements



                                       F-3




                         Little Prince Productions, Ltd.
                                and Subsidiaries


                           Consolidated Balance Sheets

                                              31st December  31st December
                                                   1994           1993
                                                   ----           ----
Liabilities and Shareholders' Deficit         $              $

Current Liabilities

Accounts payable                                  159,145        743,420
Mortgage loan (note 9)                               --        2,516,589
Bank loan (note 9)                                   --          723,325
Other current liabilities (note 14)                55,000        219,547
                                              -----------    -----------
         Total current liabilities                214,145      4,202,881

Minority shareholders' interests                     --           85,309
                                              -----------    -----------
                                                  214,145      4,288,190

Shareholders' Deficit

Common stock $0.01 par value
  Authorized-25,000,000 shares
  Issued and outstanding
    24,999,236 shares (1993: 13,999,236)
    (note 18)                                     249,992        139,992
Additional paid-in capital                      3,006,891      2,621,735
Accumulated deficit                            (3,419,347)    (3,019,251)
Foreign currency translation adjustment
  (note 17)                                          --         (267,904)
                                              -----------    -----------
         Total shareholders' deficit             (162,464)      (525,428)
                                              -----------    -----------

Total Liabilities and Shareholders' Deficit   $    51,681    $ 3,762,762
                                              ===========    ===========



    The accompanying notes are an integral part of these financial statements



                                       F-4


<TABLE>
<CAPTION>


                         Little Prince Productions, Ltd.
                                and Subsidiaries


                      Consolidated Statements of Operations

                                                                  Year ended 31st December
                                                      --------------------------------------------
                                                           1994            1993           1992
                                                           ----            ----           ----

<S>                                                   <C>             <C>             <C>

Net sales (note 2)                                    $      7,029    $     12,726    $        300
Operating costs                                           (102,434)       (189,594)       (169,538)
                                                      ------------    ------------    ------------

(Loss)/income from continuing operations                   (95,405)       (176,868)       (169,238)
Interest income (note 3)                                       663             698             117
                                                      ------------    ------------    ------------

(Loss)/income from continuing operations before
  provision for income taxes                               (94,742)       (176,170)       (169,121)
Provision for income taxes (note 4)                           --              --              --
                                                      ------------    ------------    ------------

Loss from continuing operations after provision for
  income taxes                                             (94,742)       (176,170)       (169,121)

Discontinued Operations
(Loss)/income from discontinued operations (note 5)       (324,878)     (2,195,149)        162,565
Gain on disposal of subsidiary (note 16)                   287,428            --              --
                                                      ------------    ------------    ------------

Net Loss                                                  (132,192)     (2,371,319)         (6,556)
                                                      ============    ============    ============

Loss per share:
  Continuing Operations                                      (0.01)          (0.01)          (0.01)
  Discontinued Operations                                    (0.02)          (0.16)           0.01
  Gain on disposal of subsidiary                              0.02            --              --
                                                      ------------    ------------    ------------
Net loss                                                     (0.01)          (0.17)           --
                                                      ============    ============    ============

Average number of shares outstanding                    16,711,564      13,999,236      13,999,236
                                                      ============    ============    ============



    The accompanying notes are an integral part of these financial statements
</TABLE>



                                       F-5



<TABLE>
<CAPTION>

                        Little Prince Productions, Ltd.
                                and Subsidiaries


                Consolidated Statements of Shareholders' Deficit

                                                                  Common Stock
                                                          --------------------------
                                                                               Foreign
                                                                Additional     Currency
                                   Number of                     Paid-in      Translation     Accumulated
                                    Shares          Amount       Capital      Adjustment        Deficit        Total
                                    ------          ------       -------      ----------        -------        -----
<S>                              <C>           <C>            <C>            <C>            <C>            <C>

Balance-31st December 1991          393,022    $   105,680    $ 1,832,911    $   229,856    $  (641,376)   $ 1,527,071
Issuance of ordinary shares         206,399         19,918        857,947           --             --          877,865
Business combination (note 1)
  Recapitalization adjustment
    Founder shares                  (30,000)       (48,984)        48,984           --             --             --
    Ordinary shares                (551,119)       (47,102)        47,102           --             --             --
    Deferred shares                 (18,302)       (29,512)        29,512           --             --             --

  Issuance of Common Stock in
   Exchange for Stock of TRP     11,899,236        118,992       (118,992)          --             --             --
  Acquired Equity Section of
   LLP (note 1)                   2,100,000         21,000        (75,729)          --             --          (54,729)
Translation adjustment                 --             --             --         (476,024)          --         (476,024)
Net loss for the year                  --             --             --             --           (6,556)        (6,556)
                                -----------    -----------    -----------    -----------    -----------    -----------

Balance-31st December 1992       13,999,236        139,992      2,621,735       (246,168)      (647,932)     1,867,627
Translation adjustment                 --             --             --          (21,736)          --          (21,736)
Net loss for the year                  --             --             --             --       (2,371,319)    (2,371,319)
                                -----------    -----------    -----------    -----------    -----------    -----------

Balance-31st December 1993       13,999,236        139,992      2,621,735       (267,904)    (3,019,251)      (525,428)
Issuance of ordinary shares
 -October 3, 1994                11,000,000        110,000        385,156           --             --          495,156
u6c
Translation adjustment                 --             --             --             --             --             --
Transfer through reserves
 on disposal of subsidiary             --             --             --          267,904       (267,904)          --

Net loss for the year                  --             --             --             --         (132,192)      (132,192)
                                -----------    -----------    -----------    -----------    -----------    -----------

Balance-31st December 1994       24,999,236    $   249,992    $ 3,006,891    $      --      $(3,419,347)   $  (162,464)
                                ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>



    The accompanying notes are an integral part of these financial statements



                                       F-6



<TABLE>
<CAPTION>

                         Little Prince Productions, Ltd.
                                and Subsidiaries


                      Consolidated Statements of Cash Flows

                                                                             Year ended 31st December
                                                                  -----------------------------------------
                                                                       1994          1993            1992
                                                                       ----          ----            ----
<S>                                                               <C>            <C>            <C>

Operating Activities
  Net loss                                                        $  (132,192)   $(2,371,319)   $    (6,556)
  Adjustments to reconcile net loss to
    Net Cash Provided by Operating Activities:
      Depreciation and amortization                                     3,048         36,090          2,560
      Effect of foreign currency exchange rate
      changes on cash and cash equivalents                               --           25,019        (65,825)
      Adjustment on disposal of fixed assets                             --             (148)        13,855
      Minority interests                                                   12         (3,799)        (9,900)
      Capitalization of interest as development properties cost          --          207,678        497,593
      Adjustment on disposal of subsidiary (see note 16)             (287,428)          --             --
  Change in Assets and Liabilities:
    (Increase)/Decrease in Assets:
    Accounts Receivable and other debtors                              94,413      1,951,428     (1,529,579)
    Development properties                                            406,163      2,522,337        784,809
    Increase/(Decrease) in Liabilities:
    Accounts payable and other current liabilities                    151,640     (1,026,516)       428,450
    United Kingdom Corporation Tax refunded                              --           13,579           --
  Net Cash Provided-Operating Activities                              235,656      1,354,349        115,407
                                                                  -----------    -----------    -----------

Investing Activities:
  Proceeds on disposal of assets                                         --              148           --
  Capital expenditure                                                    --             (703)        (2,345)
  Purchase of US Government Bonds                                        --          (20,000)          --
  Proceeds on disposal of subsidiary                                        1           --             --
  Proceeds on disposal of US Government Bonds                           9,100           --             --
  Investment in joint venture                                          (3,000)          --             --
  Business Combinations-Cash Acquired                                    --             --           58,403
  Cash released on disposal of subsidiary                              (2,290)          --             --
                                                                  -----------    -----------    -----------

Net Cash Provided/(Used)-Investing Activities                           3,811        (20,555)        56,058
                                                                  -----------    -----------    -----------

</TABLE>


    The accompanying notes are an integral part of these financial statements



                                       F-7


<TABLE>
<CAPTION>


                         Little Prince Productions, Ltd.
                                and Subsidiaries


                Consolidated Statements of Cash Flows (Continued)

                                                         Year ended 31st December
                                               ------------------------------------------
                                                   1994           1993           1992
                                                   ----           ----           ----
<S>                                            <C>            <C>            <C>

Financing Activities                                                       
  Issuance of common stock                     $    32,500    $      --      $      --
  New short term loans                                --             --        1,103,447
  Repayment of loans                              (315,283)    (1,360,235)    (1,472,088)
  Bank overdrafts                                   18,624           --           (1,578)
                                               -----------    -----------    -----------

Net Cash Used-Financing Activities                (264,159)    (1,360,235)      (370,219)
                                               -----------    -----------    -----------

Net Decrease in Cash and Cash Equivalents          (24,692)       (26,441)      (198,754)
Cash and Cash Equivalents-Beginning of Years        29,933         56,374        255,128
                                               -----------    -----------    -----------

Cash and Cash Equivalents-End of Years               5,241         29,933         56,374
                                               ===========    ===========    ===========

Supplemental Disclosure

During  1994,  7,750,000  common  shares of $0.01 each were issued in respect of
cancellation of liabilities amounting to $462,657 (see note 18).
                                                      1994           1993           1992
                                               -----------    -----------    -----------
    Cash paid during the year for:             $        34    $       876    $     1,352
                                               ===========    ===========    ===========
      Interest (net of amount capitalized)

      Income taxes paid                               --             --             --
                                               ===========    ===========    ===========

</TABLE>


    The accompanying notes are an integral part of these financial statements



                                       F-8


<PAGE>


                         Little Prince Productions, Ltd.
                                and Subsidiaries




                        Notes to the Financial Statements
                               31st December 1994

1.       Summary of Significant Accounting Policies

Business Combination.  The accompanying  consolidated  financial statements give
effect to the business  combination of Little Prince Productions,  Ltd. and Tyne
River  Properties  plc as a reverse  acquisition on 16th November 1992 under the
purchase method of accounting. Tyne River Properties plc was as at 31st December
1993, a subsidiary of Little Prince  Productions,  Ltd. On 29th March 1994, Tyne
River  Properties  plc and all other United Kingdom  subsidiaries  were sold for
(pound)1 (see note 5). The financial results in respect of each of the two years
ended 31st December 1993 have been restated so as to show the financial  results
of Tyne River Properties Plc as a discontinued operation.  The financial results
included  in respect of Tyne River  Properties  plc are for the years ended 31st
December 1992 and 1993, and for the period up to 29th March 1994.

On 16th  November  1992 Little  Prince  Productions,  Ltd.  acquired 100% of the
issued share capital of Tyne River Properties plc, a company incorporated in the
United Kingdom,  in exchange for 11,899,236 shares of Little Prince Productions,
Ltd.  common stock,  composing  upon their  issuance,  approximately  85% of the
common stock of the Company, issued and outstanding. Due to the relative size of
the  companies,  Tyne  River  Properties  plc  was  deemed  the  purchaser.  For
accounting  purposes,  the acquisition was treated as a recapitalization of Tyne
River  Properties  plc with Tyne  River  Properties  plc the  acquirer  (reverse
acquisition).  The statement of operations for the year ended 31st December 1992
reflects the  operations  of the Company and LPPL Corp.  from 16th November 1992
onwards.

As at 31st December 1993 Tyne River  Properties  plc owned all of the issued and
outstanding  capital  stock  of  the  following  companies,  all  of  which  are
incorporated in England, and whose principal activity was property  development,
unless otherwise indicated:

         Exchange Buildings Limited
         Pandon Developments Limited
         Selective Construction Projects plc (88.8% interest)
         Period and Country Estates Limited (Dormant)

Little Prince  Productions,  Ltd.  also owned all of the issued and  outstanding
common stock of LPPL Corp.  Formerly  inactive  until 17th November  1992,  this
company is now involved in the presentation of theatrical performances.

The accompanying notes are an integral part of these financial statements
                                      
                                       F-9


The accompanying  consolidated  financial statements include the accounts of the
Company  and  its  wholly  owned  subsidiaries.  Intercompany  transactions  and
balances have been eliminated on consolidation.

Basis of accounting, fiscal year

The financial  statements  are presented on the accruals basis of accounting and
the fiscal year ends on 31st December of each year.

         Net sales

         Net sales comprised royalty income.

         Depreciation

         Fixtures and fittings are  depreciated  over four years on the straight
         line basis.

         Development properties

         Development  properties  are included in the balance  sheet date at the
         lower of cost (including  attributable  interest and overheads) and net
         realisable value.

         Production rights

         Production  rights are amortized by  systematic  charges to income over
         the estimated  remaining life of such rights  pursuant to APB17 and the
         provisions of FAS63.  Usually capitalized rights are amortized based on
         the estimated  number of future showings,  however,  the rights provide
         for  unlimited  showings  over  the  period  of  the  agreement  and in
         management's  opinion,  the estimated number of future showings are not
         determinable.  Where applicable,  an additional charge is made in order
         to write down the value of the rights to their perceived value.

         Foreign currency translation

         Balance sheet amounts  denominated in United Kingdom sterling have been
         translated  into  U.S.  dollars  using  the year end rate of  exchange.
         Operations  results  denominated in United  Kingdom  sterling have been
         translated into U.S. Dollars using the average annual rate of exchange.

   The accompanying notes are an integral part of these financial statements

                                      F-10

         Cash and cash equivalents

         For the purposes of the statement of cash flows, the Company  considers
         highly  liquid  debt  instruments  purchased  with a maturity  of three
         months or less to be cash equivalents.

         Net loss per share

         Net loss per share is computed by dividing  the net loss by the average
         number of common shares outstanding during the period.

2.       Net Sales


         Net sales comprised:                            1994              1993
                                                        ------           -------

         Royalty income                                 $7,029           $12,726
                                                        ======           =======


         Virtually  all  royalty  income is derived  from one payor.  The income
         arises from the Company's interest in various theatrical productions.

3.       Interest Income


                                                          1994              1993
                                                         -----              ----

         Bank interest                                   $ 663              $698
                                                         =====              ====


4.       Provision for Income Taxes

         No  liability  to income  taxes arises due to the losses of the Company
         and its subsidiary.

         As of January  1,1993  the  Company  adopted  Statement  of  Accounting
         Standards No. 109 ("FAS 109"),  Accounting  for Income Taxes.  In prior
         years the Company  followed the  provisions  of  Accounting  Principles
         Board Opinion 11. Prior year financial  statements have not be restated
         to reflect the provisions of FAS 109.


   The accompanying notes are an integral part of these financial statements
                                     

                                      F-11


 4.      No cumulative  effect of the change in accounting  principle to FAS 109
         is recorded in the statement of operations as the gross  deferred asset
         of  $1,160,000  has been  offset by a valuation  allowance  of the same
         amount.  The gross asset  arises from net  operating  loss  carryovers;
         however,  management  believes  that there  will not be enough  taxable
         income in the future to utilize  the losses and  therefore  a valuation
         allowance has been established for the full amount of the asset.

         The Company has approximately  $2,910,400 of net operating losses which
         can be used to offset future federal taxable income.  The losses expire
         as follows:

               1996                                      $671,000
               1997                                        50,000
               1998                                        14,200
               1999                                        12,600
               2003                                       236,400
            Thereafter                                  1,926,200
                                                       ----------
                                                       $2,910,400
                                                       ==========

   The accompanying notes are an integral part of these financial statements

                                      F-12


5.       (Loss) Income from Discontinued Operations

         (Loss)  income from  discontinued  operations  relates to the financial
         results of Tyne River  Properties  Plc., which company was sold on 29th
         March 1994. The results comprised:


                                         1994          1993          1992
                                      ----------    ----------    ----------
                                      $             $             $
Net sales:
    Sale of properties                   524,175     3,062,958     1,684,280
    Rental income                            122        28,307        35,466
                                      ----------    ----------    ----------
                                         524,297     3,091,265     1,719,746
Operating costs:
    Provision of foreseeable losses
     on development contacts                --        (509,190)   (1,088,971)
    Write back of prior year
     provision against land and
     buildings held for                     --            --         156,651
     development
    Write down of land and
     buildings held for
     development to net realisable          --        (152,494)     (155,710)
     value
    Insurance proceeds on
     destination of property                --            --       1,398,186
    Other operating costs               (849,365)   (4,744,123)   (1,799,013)
                                      ----------    ----------    ----------
                                        (849,365)   (5,405,807)   (1,488,857)
                                      ----------    ----------    ----------
    (Loss)/Income from operations       (325,068)   (2,314,542)      230,889
    Interest income                          212         3,370         7,307
    Interest expense                         (34)         (876)       (1,352)
                                      ----------    ----------    ----------
    (Loss)/Income before
      provision for income taxes        (324,890)   (2,312,048)      236,844
    Provision for income taxes              --         113,056       (85,346)
                                      ----------    ----------    ----------
    (Loss)/income after provisions
      for income taxes                  (324,890)   (2,198,992)      151,498
    Minority interests                        12         3,843        11,067
                                      ----------    ----------    ----------
    Net (loss)/income                   (324,878)   (2,195,149)      162,565
                                      ==========    ==========    ==========

   The accompanying notes are an integral part of these financial statements

                                      F-13

5.       (Loss) / Income from Discontinued Operations-Continued

During the year ended 31st  December  1992,  a property  which  formed part of a
development  project being undertaken by a subsidiary was destroyed by fire. The
property  has since  been  demolished  upon the  recommendation  of the  group's
insurers.  The insurance proceeds,  which were received in 1993, were $1,859,949
((pound)91,228,500 at 1992 year end rates); deducting costs attributable to that
development project gives rise to an exceptional profit of $1,398,186.

Interest Costs

                                                   1994         1993
                                                ---------    ---------

On bank loans and overdrafts                    $  74,042    $ 404,459
On other loans                                         34          876
                                                ---------    ---------
                                                   74,076      405,335

Transfer to development properties (note 7)       (74,042)    (404,459)
                                                ---------    ---------
Interest expense                                       34          876
                                                =========    =========

Provision for Income Taxes

                                                   1994         1993
                                                ---------    ---------

United Kingdom corporation tax on profits for
 the year at 33%                                $    --      $    --
United Kingdom corporation tax recoverable           --       (113,056)
                                                ---------    ---------
                                                $    --      $ 113,056
                                                =========    =========

6.       Investment in US Government Bond Fund

         The investment in US Government Bond Fund relates to an investment in a
         mutual fund  comprised of short term debt  securities  issued by the US
         Treasury and other US Government agencies. As a mutual fund, investment
         has no stated maturity date.

         On  1  January  1994,  the  Company  adopted  Statement  of  Accounting
         Standards No. 115 ("FAS 115"),  Accounting  for Certain  Investments in
         Debt and  Equity  Securities;  the  cumulative  effect of the change in
         accounting  principle was  immaterial.  The investment is classified as
         available for sale securities.  At 31st December 1994 cost approximates
         market. During 1994 there were no material gross unrealised gains.


   The accompanying notes are an integral part of these financial statements

                                      F-14

7.       Development Properties

                                                 1994         1993
                                              ---------   ----------

Development properties                        $    --     $3,229,950
Land held for development                          --        318,200
                                              ---------   ----------
                                                   --      3,548,150
                                              =========   ==========

Cumulative interest included in development        --        894,941
                                              =========   ==========
 properties


         On 29th  March  1994 Tyne  River  Properties  plc and all other  United
         Kingdom subsidiaries were sold.

8.       Production Rights

         On 4th April 1980, the President of the Company assigned to the Company
         all of the  Rights  relating  to  theatrical  productions  which he had
         received,  in connection with an agreement with TLP Productions,  Ltd.,
         Editions  Gallimard and Solifilm S.A. Such Rights and the related value
         of the shares  then  issued were  recorded  in the  Company's  books at
         $80,000 plus additional  costs of $6,500 for an extension of the Rights
         and legal  fees  totalling  $86,500.  These  Rights  were  subsequently
         transferred  to LPPL Corp. As at 31st December  1994,  the  unamortized
         portion of the Rights was $7,500 (1993:  $10,000 after a  write down of
         $28,925 in 1993).

9.       Mortgage and Bank Loans

         The  mortgage  loan  was a  revolving  facility  and was  secured  on a
         development  property.  No  repayment  date was set for this  facility.
         Interest was charged at the  prevailing  United  Kingdom base  mortgage
         rate as charged to owner occupiers plus 2 per cent.

         The bank loan was secured on a development  property. No fixed maturity
         date  existed,  but the loan was  repayable  on  demand.  Interest  was
         charged at the prevailing  United Kingdom bank base rate plus 2 1/2 per
         cent.

   The accompanying notes are an integral part of these financial statements

                                      F-15

9.       Mortgage and Bank Loans Continued

                                               1994        1993        1992
                                            ---------   ---------   ---------

Mortgage Loan
  Maximum amount outstanding (pound)        1,700,398   2,806,857   3,057,947
  Weighted average interest rate (%)             10.3        10.6        13.3
  Weighted average loan balance (pound)     1,566,310   1,768,265   2,457,965
  Weighted average interest by value (%)         10.3        10.6        13.4

Bank Loan
  Maximum amount outstanding (pound)          488,733     488,733     488,733
  Weighted average loan balance (pound)       488,733     488,733     488,733


         Due to the nature of the bank loan whereby  interest is charged  direct
         to the bank account,  no details of the weighted  average interest rate
         and weighted average interest rate by value have been calculated.

         On 29th March 1994, Tyne River Properties plc was sold and consequently
         the mortgage no longer remain within the group.

10.      Related Parties

                                                 1994       1993
                                               --------   --------

Transactions with related parties comprised:
  Emoluments                                   $ 43,229   $ 56,250
  Consideration to third parties for making
    available the services of directors         171,355    264,375
  Other payments                                   --       35,766
                                               --------   --------
                                               $214,584   $356,391
                                               ========   ========


   The accompanying notes are an integral part of these financial statements
   
                                      F-16


10.      Related Parties Continued

         Transactions with related parties relate to the following:

                                                      1994                1993
                                                    --------            --------

         Mr. A.P. Kirby                             $   --              $   --
         Mr. C.N.C. Jones                               --                  --
         Mr. T. Galgey                                61,979              95,625
         Mr. W.J. Peacock                             54,688             120,141
         Mr. P.N. Chapman                             54,688              84,375
         Mr. J. Tandet                                25,000              28,125
         Mr. C. Kuehner                               18,229              28,125
                                                    --------            --------
                                                    $214,584            $356,391
                                                    ========            ========


         Mr. W.J.  Peacock was a director of the Company,  until his resignation
         in August 1994. Oform  Associates  Limited,  a company  incorporated in
         England,  of which Mr.  W.J.  Peacock  is a  minority  shareholder  and
         non-executive  director,  provided  project  management,   engineering,
         design and  costing  services  in respect of the  development  projects
         carried  out  by  Pandon  Developments  Limited  (a  subsidiary  of the
         Company) and was  entitled to receive 5.5 per cent of the  construction
         costs of the project  (capped at  (pound)6,000,000;  $8,880,000 at 1993
         year end exchange  rates).  During the year ended 31st  December  1993,
         $35,766  was  paid  in  respect  of  these  services.  From  this  sum,
         disbursements  were  made  to the  Consulting  Engineers  and  Quantity
         Surveyors  employed by Oform  Associates  Limited for the  provision of
         their services as follows:  the  Consulting  Engineers were entitled to
         receive  0.67 per cent of the  construction  costs of the  project  and
         Quantity  Surveyors  were  entitled  to receive  1.0035 per cent of the
         construction costs (capped at (pound)6,000,000; $8,880,000 at 1993 year
         end exchange rates) from the fee paid to Oform Associates Limited.

         Fees payable in respect of  consultancy  services  provided by Mr. W.J.
         Peacock in the year amounted to $54,688 (1993 $84,375). All outstanding
         liabilities due to Mr. W.J. Peacock were sold as part of the settlement
         agreement (see note 18).

         Mr. T. Galgey was a director of the Company  until his  resignation  in
         August 1994.  Galgey Financial  Services Limited of which Mr. T. Galgey
         is a director and  shareholder,  provided  consultancy  services to the
         Group. Fees payable in respect of such services in the year amounted to
         $61,979 (1993:  $95,625).  All  outstanding  liabilities  due to Mr. T.
         Galgey were settled as part of the settlement agreement (see note 18).


   The accompanying notes are an integral part of these financial statements

                                      F-17

         Mr. P.N.  Chapman is a director of the  Company.  Chapman & Chapman,  a
         firm of Chartered  Accountants in which Mr. P.N.  Chapman is a partner,
         provided consultancy and accounting services to the Group. Fees payable
         in respect of such  services  in the year  amounted  to $54,688  (1993:
         $84,375).  All  outstanding  liabilities  due to Mr. P.N.  Chapman were
         settled as part of the settlement agreement (see note 18).

         LPPL Corp.  maintains its office at 555 Fifth Avenue,  New York,  N.Y.,
         the office of Mr. J. Tandet, who was the President of the Company until
         his resignation in August 1994. Mr. Tandet receives no remuneration for
         this  facility  from the  Company  or from LPPL Corp.  Fees  payable in
         respect of his  services as a director in the year and for managing the
         affairs of the Company's operating  subsidiary,  LPPL Corp, amounted to
         $25,000 (1993:  $28,125).  All  outstanding  liabilities  due to Mr. J.
         Tandet were settled as part of the settlement agreement (see note 18).

         Mr. C. Kuehner was a director of the Company until his  resignation  in
         August  1994.  Fees  payable in respect  of such  services  in the year
         amounted to $18,229 (1993: $28,125). All outstanding liabilities due to
         Mr. C. Kuehner were settled as part of the  settlement  agreement  (see
         note 18).

11.      Litigation Settlement Agreements

         On 18th December  1990, an action  against  Little Prince  Productions,
         Ltd. commenced before the Tribunal de Grande Instance of Paris, France.
         The Plaintiff was seeking a judicial  declaration of the termination of
         an agreement, along 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 Little Prince
         Productions,  Ltd.  was to  receive  $200,000  in return  for giving up
         certain foreign rights to the "Rights" as follows:  $50,000  receivable
         upon full performance of the Settlement  Agreement and four receipts of
         $25,000  each every three  months  thereafter  with a final  receipt of
         $50,000 by November 1993. At the date of the signing of these financial
         statements, all monies had been received.


   The accompanying notes are an integral part of these financial statements

                                      F-18


11.      The  Settlement  also  stipulated  that the  Company  must  abandon the
         corporate name "Little Prince Productions,  Ltd." within 18 months from
         6th  February  1992.  As at the date of the signing of these  financial
         statements,  the name of the Company  has not been  changed nor has any
         action been  commenced by the plaintiff.  The Company's  former Counsel
         for a rescinded  business  combination  instituted  a lawsuit for legal
         fees  of  $81,000  in  connection   therewith.   The  Company  filed  a
         counterclaim  against  the  plaintiff.  In December  1992.  All parties
         entered into a settlement  agreement and in March 1993,  the Group paid
         $25,000 in full settlement of this matter.

         In connection  with the Group's 41% investment in the production of the
         musical play "Hearts Desire," the Cleveland Playhouse brought an action
         in the United States  District Court for the Northern  District of Ohio
         for the total sum of $75,000. The litigation was settled for $73,000 in
         April  1993,  with  $29,930  applicable  to the Group.  This amount was
         settled in the year ended 31st December 1993.

12.      Royalty Agreements

         On 31st December 1992, the LPPL Corp. authorized Theatreworks USA Corp,
         a New York stage  production  company which  produces  plays for family
         audiences  to produce a new  musical  stage  production  based upon the
         literary  work  entitled  `The Little  Prince'  (the "Work") and geared
         specifically  for a juvenile  audience.  LPPL Corp.  was paid $5,000 in
         January  1993 as an  advance  against  two per cent  (2%) of all  gross
         revenues derived by Theatreworks from the production. No production has
         yet been mounted.

         On 1st December 1992 LPPL Corp.  authorized two independent  theatrical
         producers to produce  another new musical stage  production  based upon
         the  Work,  in New  York by 31st  December  1993,  geared  for an adult
         audience.  LPPL Corp.  received a $2,000 advance in May 1993 of against
         royalties  of 1 1/2 per  cent  of  gross  weekly  box  office  receipts
         increasing to 2% upon  recoupment of production  costs derived from the
         production.  A production was mounted for one week in October 1993. The
         show  was  subsequently  closed  in  order  to move to a more  suitable
         location and was reopened on 13th November 1993.

         Pursuant to the terms of their  respective  agreements  with LPPL Corp,
         the two productions  will not be staged at the same time or in the same
         location.


   The accompanying notes are an integral part of these financial statements

                                      F-19


13.      Other Debtors

         At 31st  December  1994  the  following  components  of  Other  Debtors
         comprised at least 5% of total current assets:

         Due from Riparian Securities Limited                           $  2,770
         Due from former joint venture partner                            18,930
                                                                        --------
                                                                        $ 21,700
                                                                        ========
14.      Other Current Liabilities

         At 31st  December  1994  the  total  of Other  Current  Liabilities  is
         comprised of accrued professional fees. At 31st December 1993 no single
         component comprised at least 5% of the balance in this account.


15.      Post Balance Sheet Event

         a.   In February  1995,  the Company  entered  into an  agreement  with
              Atlantic Properties Limited  ("Atlantic"),  a company incorporated
              in the State of Delaware,  involved in property  development.  The
              terms of this agreement  included the Company  receiving 2-1/2% of
              the issued  share  capital  of  Atlantic,  in return for  services
              provided by directors of the Company to Atlantic.

         b.   On 27th  July  1995,  an  action  of the  Board  of  Directors  by
              unanimous  written  consent  resolved  to  authorise,  empower and
              direct a filing  of a Proxy  Statement  with  the  Securities  and
              Exchange Commission and such other places as may be required.

   The accompanying notes are an integral part of these financial statements


                                      F-20


16.      Additional Information on Cash Flows

                                                 1994         1993        1992
                                            -----------    ---------   ---------

Disposal of subsidiary
Cash and cash equivalents                   $    (2,290)   $    --     $    --
Development properties                       (3,141,987)        --          --
Accounts receivable and other debtors           (33,263)        --          --
Property and equipment                           (1,415)        --          --
Accounts payable and accrued income             437,804         --          --
Loans                                         2,924,631         --          --
Bank overdraft                                   18,626         --          --
Minority shareholders' interest                  85,321         --          --
                                            -----------    ---------   ---------
                                                287,427         --          --
Proceeds of disposal                                  1         --          --
                                            -----------    ---------   ---------
Gain on disposal                            $   287,428    $    --     $    --
                                            ===========    =========   =========


17.      Currency Translation Adjustment

         Changes  in  the  currency  translation   adjustment  included  in  the
         Shareholders'  deficit section of the Consolidated Balance Sheet are as
         follows:

                                                 1994       1993         1992
                                              ---------  ---------    ---------
Currency translation adjustment 1st January   $(267,904) $(246,168)   $ 229,856
Translation adjustments                            --      (21,736)    (476,024)
Adjustment through reserves                     267,904       --           --
                                              ---------  ---------    ---------
Currency translation adjustment 31st December      --     (267,904)    (246,168)
                                              =========  =========    =========


18.      Major Shareholdings

         On 22nd August 1994, the Company  entered into certain  agreements (the
         "Agreements") with Riparian Securities Limited ("Riparian"),  a firm of
         professional  advisers and the then directors of the Company.  Pursuant
         to these  agreements,  a total of 11 million shares of the Registrant's
         common  stock were issued for  $495,146.  Of the 11 million  shares,  a
         total  of  7,750,000  were  issued  to the  following  individuals  and
         entities in settlement of liabilities totalling $462,656:

   The accompanying notes are an integral part of these financial statements

                                      F-21


18.      Major Shareholdings


                                      Amount of              Number of
     Name                             Liability            Shares issues
     ----                             ---------            -------------
Terence G. Galgey                     $  83,352              1,250,000    
William J. Peacock                       98,103              1,575,000     
Peter N. Chapman                        100,648              1,625,000 
Carl Kuehner                             46,354                800,000    
John Milling                            134,199              2,500,000  
                                                             

The remaining  3,250,000 shares were issued to Riparian for $32,500.  Subsequent
to 22nd August 1994, Riparian acquired an additional  3,000,000 shares of common
stock,  resulting in Riparian  owning 25% of the issued and  outstanding  common
stock of the  Company.  On 17th  January 1995  Riparian  transferred  its entire
holding to the Patchouli Foundation,  a Liechtenstein  Stiftung. As of 7th March
1995 the Patchouli  Foundation  owned 25% of the issued and  outstanding  common
stock of the Company.

The Agreements also required,  among other things, that Messrs. Galgey, Peacock,
Kuehner and Tandet  resign as directors of the Company,  and that Messrs.  Kirby
and Jones be appointed as directors.

The Company also entered into an agreement on 22nd August 1994 to issue  500,000
shares  to Mr.  J.  Tandet,  at  such  time  as  the  Company's  certificate  of
incorporation  is amended so as to increase its  authorised  capital  stock,  in
consideration  of Mr. Tandet's  agreement to render  extensive legal services in
connection  with  certain  litigation  matters of the group.  At the date of the
signing of these financial statements, these shares have not been issued.

   The accompanying notes are an integral part of these financial statements

                                      F-22

Item 9. Disagreements on Accounting and Financial Disclosure

         As at November 16, 1992, Registrant became the successor to TRP through
a reverse  acquisition.  Pursuant to the Rules and Regulations of the Securities
and  Exchange  Commission,   perforce  of  such  acquisition,  TRP  became,  for
accounting purposes, the reporting entity constituting the Registrant. KPMG Peat
Marwick was previously the certifying accountants for TRP. On March 4, 1993, the
board  of  directors  terminated  that  firm's  appointment  and  engaged  Moore
Stephens,  of St. Paul's House,  Warwick Lane,  London EC4P 4BN as  Registrant's
certifying  accountants  for the fiscal  year ended  December  31,  1992.  Moore
Stephens has continued as  Registrant's  certifying  accountants  for the fiscal
years ended  December  31,  1993 and  December  31, 1994 and is still  presently
serving as Registrant's certifying accountants.

         In  connection  with the audits of the two fiscal years ended  December
31, 1991 and  December  31,  1990,  there were no  disagreements  with KPMG Peat
Marwick on any matter of accounting principles or practices, financial statement
disclosure,  or  auditing  scope  or  procedures,  which  disagreements,  if not
resolved to their satisfaction,  would have caused them to make reference to the
subject matter of the disagreement in connection with their reports.

         The audit reports of KPMG Peat Marwick on the  financial  statements of
TRP as of and for the fiscal years ended December 31, 1991 and December 31, 1990
did not contain an adverse  opinion or a  disclaimer  of opinion,  nor were they
qualified or modified as to uncertainty, audit scope, or accounting principles.

         The decision to change  accountants was approved by Registrant's  board
of directors.


                                    PART III


Item 10. Directors and Executive Officers of Registrant

         On  September  9,  1994,  RSL  acquired  a  major  equity  position  in
Registrant  pursuant to the RSL  Agreement,  which also provided for a change in
the  management  of  Registrant.  For a discussion  of the RSL  Acquisition  and
Agreement,  reference is made to the subtopic "Current  Business  Activities-RSL
Agreement"  of Item 1 of this  Report.  On February  15, 1995 one of the persons
designated by RSL as an officer and director of Registrant was removed for cause
and replaced.  For information  respecting the individuals  designated by RSL to
serve as officers  and  directors  of  Registrant  until the next meeting of the
shareholders,  reference is made to the discussion  thereof  contained in Item 1
"Change in Control of  Registrant" of  Registrant's  current report on Form S-K,
dated  August 22, 1994;  Registrant's  Notice to  Shareholders  pursuant to Rule
14f-1 of the 34 Act,  filed  with the  Commission  and  mailed  to  Registrant's
shareholders  on  September  21,  1994;  and  Item 5 "Other  Events-Removal  and
Appointment  of Directors" of  Registrant's  current  report on Form S-K,  dated
February 15, 1995.

                                      F-23


Directors and Executive Officers

         Directors and  Executive  Officers  During the Year Ended  December 31,
1994.  The  table  below  sets  forth the  persons  who were the  directors  and
executive  officers of Registrant at any time during the year ended December 31,
1994 together with their respective ages, their respective dates of service, the
year in which each was first  elected or appointed  an officer or director,  and
any other office in Registrant held by each such person.  All persons who served
as officers of Registrant during this period also served as executive officers.
<TABLE>
<CAPTION>

                                                                                               Officer and Director
                                                                                   ---------------------------------------------
  Name of Director                     Other Offices Held                    Age            From               To
  ----------------                     ------------------                    ---            ----               --
<S>                             <C>                                          <C>     <C>                   <C>

Arian P. Kirby(1)               Chief Executive Office, Chairman, President  36      October 1, 1994       President
Peter N. Chapman                Treasurer, Secretary                         39      November 16, 1992     President
Christopher N.C. Jones(2)       Executive Vice President                     40      October 1, 1994       February 15, 1995
Terence G. Galgey(3)            President                                    50      November 16, 1992     October 1, 1994
William J. Peacock(3)           Executive Vice President                     60      November 16, 1992     October 1, 1994
Carl J. Kuehner(3)              Vice President                               54      November 16, 1992     October 1, 1994
A. Joseph Tandet(3)             Vice President                               62      November 1982         October 1, 1994
</TABLE>
                                                                             

         Directors  and  Executive  Officers  After the Year Ended  December 31,
1994.  The  table  below  sets  forth the  persons  who were the  directors  and
executive  officers of Registrant at any three after the year ended December 31,
1994 together with their respective ages, their respective dates of service, the
),ear in which each was first  elected or appointed an officer or director,  and
any other office in Registrant held by each such person.  All persons who served
as officers of Registrant during this period also served as executive officers.

                                      F-24
<TABLE>
<CAPTION>


                                                                                               Officer and Director
                                                                                  ----------------------------------------------
     Name of Director                    Other Offices Held                  Age        From                   To
     ---------------                     ------------------                  ---        ----                   --
<S>                           <C>                                            <C>    <C>                    <C>

Adrian P. Kirby(1)            Chief Executive Office, Chairman, President    36     October 1, 1994        Present
Peter N. Chapman              Treasurer, Secretary                           39     November 16, 1992      Present
Christopher N.C. Jones(2)     Executive Vice President                       40     October 1, 1994        February 15, 1995
Robert D. Evans               Executive Vice President                       40     February 15, 1995      Present
                                                                             
---------------
(1) Mr.  Kirby  took  office  on  October  1,  1994  in  connection  with  RSL's
acquisition of approximately 25% of Registrant's  issued and outstanding  common
stock. For information respecting Registrant's  transactions with RSL, reference
is  made  to  the  discussion  contained  in  the  subtopics  "Current  Business
Activities" under the captions "Lack of Working  Capital-Second  Reorganization"
and "RSL  Agreement"  in Item 1 of this  Report.  

(2) Mr.  Jones  took  office  on  October  1,  1994  in  connection  with  RSL's
acquisition of approximately 25% of Registrant's  issued and outstanding  common
stock. For information respecting Registrant's  transactions with RSL, reference
is  made  to the  discussions  contained  in  the  subtopics  "Current  Business
Activities" under the captious "Lack of Working  Capital-Second  Reorganization"
and "RSL  Agreement" in Item 1 of this Report.  Subsequent to the period covered
by this  Report,  on February  15,  1995,  at a special  meeting of the board of
directors of Registrant  called for such purpose,  the board voted to remove Mr.
Jones from his offices as a director and Executive Vice President of Registrant,
for cause. To fill the vacancies  created by the removal of Mr. Jones, the board
appointed  Robert  David  Evans.  Mr.  Evans,  who is 40 years old,  has been an
independent   business  consultant  since  1993,  assisting  with  acquisitions,
disposals,  and  financing  of various  projects,  principally  involving  gold,
diamonds, and oil properties in Russia. From 1988 through 1992, Mr. Evans served
as  Chairman  and  Chief  Executive  Officer,  and was a major  shareholder,  of
Enterprise  Computer Holdings,  Plc, a company involved in the computer hardware
and  software  business.  Mr.  Evans is a founder,  officer,  director and major
shareholder of Atlantic Properties, Ltd.

(3) Messrs. Galgey,  Peacock,  Kuehner, and Tandet resigned from their positions
as  officers  and/or  directors  of  Registrant,  effective  October  1, 1994 in
connection with RSL's  acquisition of approximately  25% of Registrant's  issued
and  outstanding   common  stock.   For  information   respecting   Registrant's
transactions  with RSL,  reference is made to the  discussions  contained in the
subtopics  "Current  Business  Activities"  under the captious  "Lack of Working
Capital-Second Reorganization" and "RSL Agreement" in Item 1 of this Report.

</TABLE>

         Messrs.  Kirby,  Chapman, and Evans,  Registrant's current officers and
directors,  devote such of their time to Registrant's business and affairs as is
required for their executive duties and meetings of the board of directors.

         Mr. Tandet devotes the majority of his time to the business  affairs of
LPP and Mr.  Chapman  devotes such time as is required for his executive  duties
and meetings of LPP's board of directors.

Family Relationships

         No family relationship exists between any director or executive officer
of Registrant or person contemplated to become such.

Business Experience

         The following summarizes the present occupation and business experience
during the past five  years for each  person  who was a  director  or  executive
officer of  Registrant  at an),  time during the fiscal year ended  December 31,
1994 or thereafter  through and including  March 31, 1995. No other persons have
been nominated or chosen to become directors of Registrant.

                                      F-25

         Adrian P. Kirby has been the  president,  chief  executive  officer and
chairman of the board of directors of Registrant since October 1, 1994. He was a
founder and is a major shareholder of Atlantic Properties,  Ltd., and has served
as a director  and as  treasurer  of such  corporation  since its  inception  on
February 15, 1995. In 1993, Mr. Kirby founded The Riparian Group,  consisting of
Riparian  Securities,  Ltd., Riparian  Investments,  Ltd. ("RIL"),  and Riparian
Properties,  Ltd.  Mr.  Kirby  is  the  Chief  Executive  Officer  of all of the
constituent  corporations of the Riparian Group. In 1984, Mr. Kirby incorporated
Guardacre  Investments  Limited,  and  subsequently,  Guardacre  Securities  and
Guardacre Properties Limited. Collectively, these corporations were known as the
"Guardacre  Group." From 1984  through  November  1993,  Mr. Kirby was the Chief
Executive  Officer of the Guardacre Group.  The constituent  corporations of the
Guardacre  Group were involved in a wide ranging  program of investment  trading
predominantly in the commercial  sector of the real estate market until November
1993 when they were sold and Mr. Kirby resigned.

         Peter N. Chapman has served as treasurer,  secretary, and a director of
Registrant  from  November  16, 1992  through the  present.  He also served as a
director and the  secretary of TRP from 1986 until March 29, 1994.  Mr.  Chapman
has been  employed  as a  chartered  accountant  since  1979.  He has been  self
employed  since  1990,  first  independently  and  subsequently  as a partner in
Chapman & Chapman,  a firm of chartered  accountants.  From 1988 through January
1990, Mr.  Chapman  worked for William A. Swales  Limited  where,  commencing in
January 1989, he served as Finance  Director.  From 1985 to 1988 he was employed
by Pearson Engineering,  initially as Finance Director and subsequently as Joint
Managing Director.  From 1983 to 1985 Mr. Chapman worked as the Finance Director
for T.B.  Pearson & Sons Limited.  From 1976 to 1983 Mr. Chapman was employed by
the public accounting firm of Peat,  Marwick,  McLintoch in Newcastle Upon Tyne.
Mr. Chapman's varied work experience  within the accounting  profession has been
primarily  devoted  to  problem  identification,  the  derivation  of  practical
solutions to those  problems and the controlled  management of those  solutions.
Effective  November  16,  1992,  Mr.  Chapman  was  appointed  as an officer and
director of LPPL Corp.,  a wholly owned  subsidiary of  Registrant.  Mr. Chapman
received a B.A.  degree  from Leeds  University  in 1976 and was  admitted  as a
Fellow of the Institute of Chartered Accountants in England and Wales in 1979.

         Christopher  N.C.  Jones  served  as  a  director  and  executive  vice
president of Registrant  from October 1, 1994 until  February 15, 1995,  when he
was removed  from such  positions  for cause.  Mr.  Jones is an associate of the
Royal  Institution  of  Chartered  Surveyors  and  holds  a  diploma  in  Estate
Management.  Since 1959,  Mr.  Jones has been self  employed  as an  independent
commercial property consultant advising pension funds,  property companies,  and
other  property,  holding  clients.  Since  1989,  Mr.  Jones  has  been a major
shareholder and has served as the chief executive of Kingscote Limited, a United
Kingdom  company.  Kingscote  Limited  held and  managed  commercial  properties
throughout the UK until such properties were sold prior to 1991.

                                      F-26

         Robert David Evans has been the executive vice president and a director
of Registrant since February 15, 1995. He has also served as the president and a
director of Atlantic Properties,  Ltd. since its inception on February 15, 1995.
Since 1993, Mr. Evans has been self-employed as a business consultant, assisting
with  acquisitions and disposals of various business entities and with financing
of various projects, principally involving gold, diamonds, and oil properties in
Russia.  From 1988 through  1992,  Mr.  Evans was  Chairman and Chief  Executive
Officer and a major shareholder of Enterprise  Computer  Holdings,  Plc ("ECH").
ECH is involved in the marketing of computer hardware and software.

         Terence  G.  Galgey  served  as  the  president  and as a  director  of
Registrant  from  November  16, 1992 until  October 1, 1994 when he resigned his
positions  as  required  under  the  terms of the RSL  Agreement  (see  "Current
Business Activities-RSL  Agreement") of Item 1 of this Report. He also served as
the  chairman of the board of  directors  of TRP from 1987 until March 29, 1994.
Since 1983,  Mr.  Galgey has been the  chairman  and  managing  director of T.G.
Galgey & Co. Limited,  a brokerage firm and member of the London Stock Exchange.
He has also been a  shareholder,  officer,  and  director  of  Galgey  Financial
Services  Limited  (formerly  a wholly  owned  subsidiary  of T.G.  Galgey & Co.
Limited) since 1988. Since 1982, Mr. Galgey has been a shareholder, officer, and
director of Galgey  Technical  Industries  Ltd. Both Galgey  Financial  Services
Limited and Galgey Technical Industries Limited currently own assets but conduct
no significant operations.

         William J. Peacock served as executive vice president and as a director
of Registrant  from November 16, 1992 until October 1, 1994 when he resigned his
positions  as  required  under  the  terms of the RSL  Agreement  (see  "Current
Business Activities-RSL  Agreement") of Item i of this Report. He also served as
a  director  of TRP from 1987  until  March 29,  1994.  Mr.  Peacock  is a civil
engineer and has an extensive background in property management and development.
Since March 1985, Mr. Peacock has been a director of Wincomblee Estates Ltd. and
subsidiary  companies.  He was the founder of Oform  Associates Ltd., is a major
shareholder,  and served as an officer and  director  thereof from 1983 to 1989.
Since  1989,  Mr.  Peacock has been a director of Oform  Associates  Ltd.  which
provided  project  management,  engineering,  design and costing services to TRP
(see "Related  Transactions," below). From 1977 through 1982. Mr. Peacock was an
officer and  director  of  Broadacre  Developments  Ltd. He is a graduate of the
Institution  of Civil  Engineers  where he was awarded the James Forrest  Silver
Medal for published papers relating to civil engineering matters.

                                      F-27

         Carl J. Kuehner  served as vice  president and a director of Registrant
from  November 16, 1992 until October 1, 1994 when the resigned his positions as
required  under  the  terms  of  the  RSL  Agreement   (see  "Current   Business
Activities-RSL  Agreement")  of Item 1 of this  Report.  He is a  licensed  real
estate  broker and has an extensive  background  as a real estate  developer and
consultant.   He  has  also   participated   in  the   design  of  an   advanced
multi-processor  computer  system and has worked in the areas of dynamic storage
management  systems and computer  systems  simulation.  Mr. Kuehner has been the
president of Real Estate  Technology  Corp.  ("RETC") in Naples,  Florida  since
1989.  From October 1975 until  September  1989 he was  president of Real Estate
Technology Corp., in New Canaan,  Connecticut, an affiliate of RETC. Mr. Kuehner
received a B.S.  degree in physics from the University of Scranton in 1952 and a
Master of Science degree in engineering  from the University of  Pennsylvania in
1964.

         A. Joseph Tandet served as president,  treasurer, and a director of LPP
from its inception in April 1980 until November 16, 1992,  when he resigned from
his positions as president and  treasurer  and was appointed  vice  president of
Registrant.  He served as vice  president  and a director  of  Registrant  until
October 1, 1994 when he resigned his  positions  as required  under the terms of
the RSL Agreement (see "Current Business Activities-RSL Agreement") of Item 1 of
this Report.  Mr. Tandet has been  president and a director of LPPL Corp.  since
its inception in 1980,  and  continues to serve as such.  For more than the past
twenty years,  Mr. Tender has been an attorney  practicing in New York City. Mr.
Tandet has also been engaged for more than twenty years in various entertainment
and cultural  activities in New York City,  including the  co-production  of the
off-Broadway  play "Blood  Wedding,"  a concert at  Philharmonic  Hall,  and the
co-production  of the film "The Little Prince." Mr. Tandet also was a co-founder
of the Committee for International  Composers  Concerts,  Inc. and the Manhattan
Theatre Club,  Inc.  which he served as president  from founding  until 1984 and
which he presently serves as a Director  Emeritus.  Mr. Tandet has also produced
two Broadway plays, "The Little Prince" and "Born Yesterday," as well as the off
Broadway  productions,  "The Boys Next  Door"  and "Oil  City  Symphony."  Other
theatrical  productions by Mr. Tandet include  "Hearts  Desire," which played in
regional productions and a showcase production of "The Witch of Wall Street," at
Lincoln Center, New York.
                                      F-28


Compliance with Section 16(a) of the Exchange Act

         Any  person  who is an  officer,  director,  or the  beneficial  owner,
directly or  indirectly,  of more than 10% of the  outstanding  common  stock of
Registrant is required  under Section  16(a) of the  Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act")  to file  certain  reports  with  the
Securities  and Exchange  Commission  (the  "Commission")  disclosing his or her
holdings or transactions  in any securities of Registrant.  For purposes of this
discussion,  all such persons  required to file such reports will be referred to
as "Reporting Persons." Every Reporting Person must file an initial statement of
his or her beneficial  ownership of Registrant's  securities on the Commission's
Form 3 within ten days after he or she  becomes a Reporting  Person.  Thereafter
(with  certain  limited  exceptions),  all  changes  in his  or  her  beneficial
ownership of Registrant's securities must be reported on the Commission's Form 4
on or  before  the 10th day  after the end of file  month in which  such  change
occurred. In addition, all Reporting Persons will be obligated to file an annual
statement on the Commission's  Form 5 within 45 days after the end of the fiscal
year unless all reportable transactions have already been reported on an earlier
filed  Form 3 or Form 4.  Transactions  reportable  on Form 5 will  include  all
changes in a Reporting Person's  beneficial  ownership of Registrant  securities
which were not  required  to be  reported  on a Form 4 during the fiscal year as
well as all holdings and  transactions,  which should have been reported  during
the most recent  fiscal year on a Form 4, but were not.  Statements  of holdings
which  should have been  reported on a Form 3 or  transactions  required to have
been  reported  on a Form 4, which are  reported  on Form 5 after the end of the
fiscal  year in  which  they  occurred  will  represent  late  Form 3 and Form 4
filings.

         Based  solely  upon a review  of Forms 3 and 4 and  amendments  thereto
furnished  to  Registrant  during the fiscal  3,ear  ended  December  31,  1994,
Registrant  knows of no person who was a  Reporting  Person and was a  director,
officer,  or  beneficial  owner of more than 10  percent  of any class of equity
securities of the Registrant,  who has failed to file any reports required to be
filed  of  Forms  3 or 4  with  respect  to  his  holdings  or  transactions  in
Registrant's securities since Registrant became publicly held in 1980 other than
as follows:

                                      F-29


    
                                  Number of                    Number of
                              Reports Not Filed               Transactions
                              Forms 3    Forms 4              Not Reported

William J. Peacock                          1                      1
Peter N. Chapman                            1                      1
Adrian P. Kirby                  1          1                      2
Christopher N.C. Jones           1                                 1
Patchouli Foundation             1                                 1
Riparian Securities, Ltd.        1          1                      2


         Registrant  expects that all  Reporting  Persons who failed to file the
proper reports due during the fiscal year ended December 31, 1994 will file such
reports,  albeit on an untimely basis, during the fiscal year ended December 31,
1995.

Item 11.          Executive Compensation

Current Remuneration

         Registrant has no stock option or stock appreciation  rights, long term
or other incentive  compensation plans, deferred compensation plans, stock bonus
plans,  pension plans, or any other type of  compensation  plan in place for its
executive  officers,  directors,  or other  employees  and none of its executive
officers or directors  have ever  received  compensation  of any such types from
Registrant pursuant to plans or otherwise.

         The  following  table  sets  forth  information  concerning  the annual
compensation  received or accrued for  services  provided in all  capacities  to
Registrant for the years ended December 31, 1994, 1993, and 1992 by Registrant's
chief executive  officer.  None of Registrant's  executive  officers received or
accrued annual  compensation in excess of $100,000 in any of such years.  All of
Registrant's  current  executive  officers  have  agreed to render  services  to
Registrant solely for the purpose of enhancing the value of their  shareholdings
in  Registrant,  until  such  time as  Registrant  has the  financial  resources
available to  compensate  such persons for their  services.  (See the  "Security
Ownership of Management" Table included, below, in Item 12 of this Report.)

                                      F-30

                           Summary Compensation Table

                                                          Annual Compensation
                                                          -------------------
                                               Fiscal Year
      Name               Position              December 31,      Salary
      ----               --------              -----------       ------
Adrian P. Kirby(1)     President and CEO          1994          $   -0-
Terence G. Galgey(2)   President and CEO          1994           61,979
Terence G. Galgey(2)   President and CEO          1993           85,000
Terence G. Galgey(2)   President and CEO          1992            9,808

---------------
(1) Mr. Kirby became  president  and chief  executive  officer of  Registrant on
October 1, 1994.  Mr.  Kirby has agreed to render  his  services  to  Registrant
solely for the purpose of enhancing the value of his shareholdings in Registrant
until  such  time  as  Registrant  has  the  financial  resources  available  to
compensate  him for his  services.  (2) Mr.  Galgey took office as  Registrant's
president  and chief  executive  officer on November 16, 1992 and served as such
until October 1, 1994. Under Mr. Galgey's service agreement with Registrant,  he
was  entitled to be paid an annual  salary of $85,000 for 1992.  The mount shown
for 1992  represents  sums earned and received by Mr. Galgey for the period from
November  16,  1992  to  December  31,  1992.  Mr.  Galgey  received  all of his
compensation  from Registrant  indirectly  through T.G. Galgey & Co., an English
company controlled by Mr. Galgey through stock ownership and his positions as an
officer  and  director  thereof.  Under  Mr.  Galgey's  service  agreement  with
Registrant,  he was entitled to be paid an annual sale of $85,000. Due to a lack
of sufficient funds, Mr. Galgey received payment of an aggregate of $49,000 from
Registrant during 1993. During 1994, Mr. Galgey received a total of $14,250.  In
settlement of its debt to Mr.  Galgey,  in respect of accrued and unpaid salary,
along with other sums owed by Registrant  to Mr.  Galgey,  Mr.  Galgey  accepted
shares of Registrants common stock valued at approximately $.06 per share. For a
discussion  of  the  terms  of  Registrant's  settlement  with  Mr.  Galgey  and
Registrant's  other executive  officers and directors,  reference is made to the
discussion   contained   in   subtopic   "CERTAIN   RELATIONSHIPS   AND  RELATED
TRANSACTIONS-Transactions and Business Relationships with Management" of Item 13
of this Report.


Directors Remuneration

         The directors of Registrant are not  compensated  for their services as
such.

                                      F-31


Item 12.          Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners

         The  following  table  sets  forth  information  with  respect  to  the
beneficial share ownership,  as of March 31, 1995 of Registrant's  common stock,
$.01 par value,  by each person who is known by Registrant  to own  beneficially
more than 5% of Registrant's common stock.


    Name and Address               Amount and Nature of
   of Beneficial Owner             Beneficial Ownership     Percent of Class(3)
   -------------------             --------------------     ------------------
Patchouli Foundation(1)                  6,240,402                25%
c/o Von Erlach & Partners
Strasse 7, Postfach 4088
8022 Zurich

Adrian P. Kirby(2)                       6,240,402                25
40 Lowndes Street
Belgravia, London
SW1X9HX, England

John L. Milling(3)                       1,250,000                 5
115 River Road, Bldg. 12
Edgewater, NJ 07020

Frances Katz Levine(3)                   1,250,000                 5
115 River Road, Bldg. 12
Edgewater, NJ 07020

---------------
(1) Includes 3,250,000 shares issued to RSL pursuant to the RSL agreement and an
aggregate of additional 2,990,402 shares,  transferred to RSL by Messrs. Peacock
and  Chapman,  for the nominal  consideration  of $.0001 per share.  All of such
shares were transferred by RSL to the Patchouli  Foundation on January 17, 1995.
Both RSL and the Patchouli  Foundation  are under the control of Adrian P. Kirby
and such  transfer was  therefore  deemed not to involve a change in  beneficial
ownership.  See  Footnote  2  to  this  Table.  

(2) Includes 6,240,402 shares  beneficially  owned by the Patchouli  Foundation;
Mr.  Kirby may be deemed to be a  beneficial  owner of such  shares  through the
investment  and voting  powers which Mr. Kirby was over such shares  through his
position as attorney-in-fact for the administrator of the Patchouli Foundation.

(3) Issued in September  1994 in partial  satisfaction  of unpaid fees for legal
services rendered and unreimbursed expenses incurred.

                                      F-32

Security Ownership of Management

         The following  table sets forth  information  with respect to the share
ownership,  as of March 31,  1995,  of each  person who  served as an  executive
officer and/or director of Registrant  during the fiscal year ended December 31,
1994, individually and as a group.


   Name and Address             Amount and Nature of
  of Beneficial Owner           Beneficial Ownership       Percent of Class(3)
  -------------------           --------------------       ------------------
Terence G. Galgey                   2,250,000                     9%  
Little Lodge                                                          
Great Bardfield,                                                      
Braintree, Essex CM7 4QB                                              
England                                                               
                                                                      
William J. Peacock                    299,437(1)                1.2 
2a Lindisfarne Road                                                   
Jesmond                                                               
Newcastle Upon Tyne                                                   
NE2 2HE, England                                                      
                                                                      
Peter N. Chapman                      325,000(2)                1.3 
Satley House                                                          
Satley, Bishop Auckland                                               
County Durham DL13 4HU                                                
England                                                               
                                                                      
Carl J. Kuehner                       845,687                   3.4 
1191 Eighth Street, South                                             
Suite 2C                                                              
Naples, FL 33940                                                      
                                                                      
A. Joseph Tandet(3)                   478,000                   1.9 
555 Fifth Avenue                                                      
New York, NY 10017                                                    
                                                                      
Adrian P. Kirby(2)                  6,240,402                    25   
40 Lowndes Street                                                     
Belgravia, London SW1X 9HX                                            
England                                                          

                                      F-33



---------------
(1) Excludes  1,500,000  shares which Mr. Peacock sold to RSL on October 7, 1994
as part of the aggregate of 3,000,000  shares which RSL  purchased  from Messrs.
Peacock  and  Chapman for the  nominal  consideration  of $.0001 per share.  

(2) Excludes  1,500,000  shares which Mr. Chapman sold to RSL on October 7, 1994
as part of the aggregate of 3,000,000  shares which RSL  purchased  from Messrs.
Peacock and Chapman for the nominal consideration of $.0001 per share.

(3) Does not include 500,000 shares which  Registrant has agreed to issue to Mr.
Tandet in consideration of his agreement to perform  extensive legal services on
behalf of Registrant's  wholly owned subsidiary,  LPPL Corp. Such stock issuance
will be  made at such  time as  Registrant's  certificate  of  incorporation  is
amended so as to increase the authorized capital stock thereof.

(4) Based upon  24,999,236  shares of common stock,  $.01 par value,  issued and
outstanding as of April 7, 1995.


Changes in Control

         On  September 9, 1994,  RSL acquired 25% of the issued and  outstanding
stock of Registrant. On October 1, 1994, changes in the management of Registrant
made pursuant to such stock acquisition took effect.  See the discussion thereof
contained in the subtopic  "Current  Business  Activities-RSL  Agreement"  which
appears,  above,  in Item 1 of  this  Report.  Registrant  is not  aware  of any
arrangements  which may at a  subsequent  date  result in a change in control of
Registrant.

                                      F-34

Item 13.          Certain Relationships and Related Transactions

Transactions and Business Relationships with Management

         Service and  Employment  Agreements.  Following  the  November 16, 1992
Reverse   Acquisition,   Registrant   entered  into   agreements,   directly  or
indirectly2,  with A. Joseph  Tandet and the four other  executive  officers who
were  appointed  as  executive  officers of  Registrant  pursuant to the Reverse
Acquisition.  Such  agreements  provided  for  services  to, or  employment  by,
Registrant.

         5.   A  service  agreement,   dated  November  16,  1992,  with  Galgey
              Financial  Services Limited CGFSL")  providing for the services of
              its president, Terence G. Galgey (the "Galgey Service Agreement");

         6.   A  service   agreement,   dated  November  16,  1992,  with  Oform
              Associates  Limited  ("Oform")  providing  for the services of its
              executive vice president, William J. Peacock (the "Peacock Service
              Agreement");

         7.   A service  agreement,  dated  November  16,  1992,  with Chapman &
              Chapman  ("C&C")  providing  for the services of its treasurer and
              secretary, Peter N. Chapman (the "Chapman Service Agreement"); and

         8.   An employment  agreement,  dated October 21, 1992,  with A. Joseph
              Tandet providing for Mr. Tandet's employment as the vice president
              of  Registrant  and  as  president  of  LPPL  Corp.  (the  "Tandet
              Employment Agreement").

--------
2 In Registrant's respective Service Agreements with GFSL, Oform and C&C each of
the  foregoing  acknowledged  to Registrant  that Messrs.  Galgey,  Peacock,  or
Chapman, as appropriate, was its exclusive employee, that each such individual's
services were being  furnished to Registrant as an independent  contractor,  and
that  accordingly,  to the  extent  that all  applicable  laws  and  regulations
allowed,   the   responsibility  of  complying  with  all  statutory  and  legal
requirements relating to each such respective  individual as an employee,  would
be  discharged  wholly  by  GFSL,  Oform  or C&C,  as  applicable.  The  Service
Agreements  further  provided  that  in the  event  any  person  should  seek to
establish any liability or obligation upon Registrant on the grounds that any of
the respective individuals is an employee of Registrant,  GFSL, Oform or C&C, as
appropriate,  would  indemnify  Registrant and keep it indemnified in respect of
any  liability or  obligation  and any related  costs,  expenses or other losses
which Registrant incurred in connection therewith.

                                      F-35




         For  information  respecting  the terms and provisions of the foregoing
agreements,  reference is made to the detailed  discussions thereof contained in
the subtopic  "CERTAIN  RELATIONSHIPS  AND RELATED  TRANSACTIONS"  of Item 13 of
Registrant's  annual report on Form 10-K for the fiscal years ended December 31,
1992 and 1993.

         Settlements  with  Officers  and  Directors.  Registrant  was unable in
varying  degrees  to meet  its  financial  obligations  under  the  service  and
Employment Agreements.  As a result,  Registrant accrued contractual liabilities
arising from unpaid salaries and unreimbursed  expenses.  In connection with the
August 22, 1994 RSL  Agreement,  Registrant  entered  into  separate  settlement
agreements  with the  contracting  parties  under  the  respective  service  and
employment  agreements.  In connection with the RSL stock acquisition and change
in management, Messrs. Galgey, Peacock, Chapman, Tandet and Kuekner entered into
separate   settlement  and  release  agreements  with  Registrant  whereby  they
accepted,  in full and final  settlement of any claims they may have had against
Registrant respecting accrued but unpaid compensation and reimbursable expenses,
shares of Registrant's  common stock, valued at approximately $.06 per share, as
follows:

                                         Amount of              Number of
     Name                                Liability            Shares Issued
     ----                                ---------            -------------

Torenee G. Galgey                         $83,352               1,250,000
William J. Peacock                         98,103               1,575,000
Peter N. Chapman                          100,648               1,625,000
Carl Kuehner                               46,354                 800,000


         In addition,  Registrant  agreed to issue 500,000 shares to Mr. Tender,
at such time as Registrant's  certificate of  incorporation  is amended so as to
increase its authorized capital stock, in consideration of Mr. Tandet's agreeing
to render extensive legal services in connection with certain litigation matters
of Registrant and its subsidiary LPPL Corp.

         Loan From  Affiliate.  During the year ended  December 31, 1994 and the
period subsequent thereto, the Patchouli Foundation his made loans to Registrant
to cover  costs and  expenses  incurred in  connection  with  various  corporate
activities,  including without limitation,  legal,  accounting,  and filing fees
incurred in connection  with the  preparation of  Registrants  annual reports on
Form's 10-K for the years ended December 31, 1993 and 1994. To date,  such loans
aggregate to approximately $50,000.

                                      F-36

                                     PART IV

Item 14.       Exhibits, Financial Statement Schedules, and Reports on Form 8-K

Financial Statements

         The financial statements filed as a part of this report are as follows:

         Report of independent accountants

         Consolidated balance sheets - December 31, 1994, 1993, and 1992

         Consolidated  statements of  operations - for the years ended  December
         31, 1994, 1993, and 1992

         Consolidated  statements of stockholders'  equity - for the years ended
         December 31, 1994, 1993, and 1992

         Consolidated  statements  of cash flows - for the years ended  December
         31, 1994, 1993, and 1992

         Notes to consolidated financial statements

Financial Statement Schedules

         Financial  statement  schedules  have been  omitted for the reason that
they are not  required or are not  applicable,  or the required  information  is
shown in the financial statements or notes thereto.

                                      F-37

                                    EXHIBITS

           The exhibits filed as a part of this report are as follows:



                                                                  Exhibit No. 
                                                                   as filed   
                                                                 with document
                                                                   indicated  
                                                                   ---------

         2(a) Offer  Document  relating  to the  Recommended
              Offers by RAS  Securities  Corp.  on behalf of
              Little Prince Productions, Ltd. to acquire the
              entire  issued  share  capital  of Tyne  River
              Properties  plc and  Notice  of  Extraordinary
              General  Meeting  of  Tyne  River   Properties
              plc(1)                                                   2(a)

         (b)  Announcement;  dated November 16, 1992, by RAS
              Securities Corp.  respecting valid acceptances
              of  the   Exchange   Offer   (mailed   to  TRP
              shareholders)(1)                                         2(b)

         10(a)Agreement,  dated  October  21,  1992,  by and
              among Little Prince  Productions,  Ltd.,  Tyne
              River   Properties  plc,  Terence  G.  Galgey,
              William J. Peacock, and Peter N. Chapman(1)             10(a)

         (b)  Letter,  dated  November  16,  1992,  from the
              directors of TRP to  Registrant  consenting to
              Registrant's   declaring  the  Exchange  Offer
              unconditional and delivering  certificate from
              Barclays Registrars  respecting the receipt of
              acceptances  of the  Exchange  Offer  from the
              holders of 90.38% of the TRP Ordinary  shares,
              and  100%  of the  TRP  Founder  and  Deferred
              Shares(1)                                               10(b)

         (c)  Service  Agreement,  dated  November 16, 1992,
              with Galgey Financial Services Limited(2)               10(c)

         (d)  Service  Agreement,  dated  November 16, 1992,
              with Oform Associates Limited(2)                        10(d)

         (e)  Service  Agreement,  dated  November 16, 1992,
              with Chapman & Chapman(2)                               10(e)

         (f)  Employment  Agreement,  dated October 21,1992,
              with A. Joseph Tandet(2)                                10(f)

         (g)  Agreement,  dated  August  22,  1994,  between
              Little Prince  Productions,  Ltd. and Riparian
              Securities Limited(3)                                      2

---------------
(1) Filed with the Securities and Exchange Commission as an exhibit, numbered as
indicated  above,  to  Registrant's  Form 10-K,  dated November 16, 1992,  which
exhibit is incorporated  herein by reference.  

(2) Filed with the Securities and Exchange Commission as an exhibit, numbered as
indicated above, to Registrant's  Transition  Report on Form 10-K for the period
ended November 16, 1992, which exhibit is incorporated herein by reference.

(3) Filed with the Securities and Exchange Commission as an exhibit, numbered as
indicated above, to Registrant's  Form 8-K, dated August 22, 1994, which exhibit
is incorporated herein by reference.

Reports on Form 8-K

         No reports on Form 8-K have been  filed by  Registrant  during the last
quarter of the period covered by this report.

                                      F-38

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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/ Adrian P. Kirby
                                      ------------------------------------
                                          ADRIAN P. KIRBY, President


                                      F-39


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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/ Adrian P. Kirby
                                       -----------------------------------
                                           ADRIAN P. KIRBY, President


                                      F-40