SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

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

                For the quarterly period ended September 30, 1995

                                       OR

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

                For the transition period from ______ to _______
                          Commission File Number 0-9455

                        LITTLE PRINCE PRODUCTIONS LIMITED
             (Exact name of registrant as specified in its charter)

         New York                                        13-3045713             
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)                         
                                       
                                       

38 South Audley Street, London, England W1Y 5DH                 N/A    
(Address of principal executive offices)                    (Zip Code) 
                                                            
                                                    

                              (010 44 171) 629-7617
              (Registrant's telephone number, including area code)

                   40 Lowndes Street, London, England SWIX 9HK
              (Former name, former address and former fiscal year,
                          if changed since last report)

         Indicate  by check mark  whether  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or for such shorter period that  registrant
was  required  to file  such  reports),  and  (2) has  been  subject  to  filing
requirements for the past 90 days. Yes  X  No 
                                       ---    ---

           24,999,236 shares, $.01 par value, as of September 30, 1995
 (Indicate the number of shares outstanding of each of the registrant's classes
               of common stock, as of the latest practicable date)


<PAGE>



                        LITTLE PRINCE PRODUCTIONS LIMITED

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


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
Part I - Financial Information (unaudited)

   Consolidated Balance Sheet September 30, 1995
   and December 31, 1994...................................................    3

   Consolidated Statement of Operations
   three and nine months ended September 30, 1994 and 1995.................    5

   Consolidated Statements of Cash Flows
   nine months ended September 30, 1994 and 1995...........................    6

   Notes to Financial Statements...........................................    7

   Management's Discussion and Analysis of Financial
   Condition and Results of Operations ....................................    8

Part II - Other Information                                                    9


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

         The financial  statements  are  unaudited.  However,  the management of
registrant  believes that all necessary  adjustments  (which include only normal
recurring  adjustments)  have been  reflected  to present  fairly the  financial
position of  registrant  at  September  30, 1995 and  December  31, 1994 and the
results of its operations and the changes in its financial position for the nine
months ended  September 30, 1994 and 1995 and the results of its  operations for
three and nine months ended September 30, 1994 and 1995.

<PAGE>



                LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY



                           CONSOLIDATED BALANCE SHEETS



                                                 September 30,     December 31,
                                                 ------------      -----------
                                                     1995              1994
                                                     ----              ----


ASSETS

CURRENT ASSETS

Cash and cash equivalents                           $ 4,122           $ 5,241
                                                                             
Investment in U.S. Government Bond Fund                 683            10,900
                                                                             
Prepaid expenses and taxes                               --               612
                                                                             
Loan to officer of company                            2,000             2,000
                                                                             
Amount due from Riparian Securities Limited              --             2,770
                                                                             
Due from former partner in Joint Venture              5,000            18,930
                                                    -------           -------
                                                                             
                                                                             
                                                                             
Total current assets                                 11,805            40,453
                                                                             
                                                                             
                                                                             
PROPERTY AND EQUIPMENT - AT COST                                             
                                                                             
Furniture, fixtures and equipment                        --                --  
                                                                             
Less: Accumulated depreciation                           --                --  
                                                    -------           -------
                                                                             
                                                                             
                                                                             
Net property and equipment                               --                --  
                                                                             
                                                                             
                                                                             
OTHER ASSETS                                                                 
                                                                             
Production and distribution rights                    5,625             7,500
                                                                             
Investment in joint ventures                          3,728             3,728
                                                    -------           -------
                                                                             
                                                                             
                                                                             
Total other assets                                    9,353            11,228
                                                    -------           -------
                                                                             
                                                                             
                                                                             
TOTAL ASSETS                                        $21,158           $51,681
                                                    =======           =======
  

<PAGE>


                LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY



                     CONSOLIDATED BALANCE SHEETS (Continued)





                                                 September 30,    December 31,
                                                 ------------     -----------
                                                      1995            1994
                                                      ----            ----
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts Payable                                   $  150,067      $  159,145
                                                                             
Provision for legal fees                               10,000          20,000
                                                                             
Accrued audit fees                                     16,000          27,500
                                                                             
Provision for secretarial services                      4,000           7,500
                                                                             
Short term loans from major shareholder                78,808              --  
                                                   ----------      ----------
                                                                             
                                                                             
                                                                             
Total current liabilities                             258,875         214,145
                                                                             
                                                                             
                                                                             
NON-CURRENT LIABILITIES                                    --              --  
                                                   ----------      ----------
                                                                             
                                                                             
                                                                             
TOTAL LIABILITIES                                     258,875         214,145
                                                                             
                                                                             
                                                                             
SHAREHOLDERS' EQUITY                                                         
                                                                             
Common stock $0.01 par value                                                 
                                                                             
Authorized - 25,000,000 shares                                               
                                                                             
Issued and outstanding - 24,999,236 shares            249,992         249,992
                                                                             
Additional paid-in capital                          3,006,891       3,006,891
                                                                             
Accumulated deficit                                -3,494,600      -3,419,347
                                                                             
                                                                             
                                                                             
Total shareholders' deficit                          -237,717        -162,464
                                                                             
                                                                             
                                                                             
TOTAL LIABILITIES AND SHAREHOLDERS'                $   21,158      $   51,681
                                                   ==========      ==========
EQUITY                                                             

<PAGE>


                LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY



                      CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>


                                         Three Months ended          Nine Months ended
                                         ------------------          -----------------
                                             September 30,             September 30,
                                             ------------              ------------

                                         1995          1994         1995            1994
                                         ----          ----         ----            ----


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

Net sales                          $     8,525   $       121   $     14,125   $     2,220

Operating costs                        -24,141       -20,968        -89,592       -65,345



Loss from continuing operations        -15,616       -20,847        -75,467       -63,125

Interest income                             --           179            214           576

Interest expense                            --            --             --            --
                                   -----------   -----------   ------------   -----------



Loss from continuing operations
before provision for income
taxes                                  -15,616       -20,668        -75,253       -62,549

Provision for income taxes                  --            --             --            --
                                   -----------   -----------   ------------   -----------



Loss from continuing operations
after provision for income taxes       -15,616       -20,668        -75,253       -62,549

Loss from discontinued                      --            --             --      -324,878
operations

Gain on disposal of subsidiary              --            --             --       287,428
                                   -----------   -----------   ------------   -----------



NET LOSS                               -15,616       -20,668        -75,253       -99,999



Loss per share (cents)                   -0.06         -0.15          -0.30         -0.71



Average number of shares            24,999,236    13,999,236     24,999,236    13,999,236
                                   ===========   ===========   ============   ===========
outstanding
</TABLE>

<PAGE>


                LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY


                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                    Nine Months ended
                                                      September 30,
                                                ------------------------
                                                  1995           1994
                                                  ----           ----

OPERATING ACTIVITIES
Net loss                                        $-75,253       $-99,999    
Adjustments to reconcile net loss to Net Cash                              
Provided by Operating Activities:                                          
Depreciation                                       1,875          2,423    
Minority interests                                    --             12  
Change in Asset and Liabilities:                                           
Accounts Receivable and Other Debtors             17,312         97,185    
Development Properties                                --        406,163  
Increase/(Decrease) in Liabilities:                                        
Accounts payable and Accrued Expenses            -34,078        159,706    
Effect of foreign currency exchange rate                                   
changes on cash and cash equivalents                  --             --    
Adjustment on disposal of subsidiary                  --       -287,428 
                                                 -------       --------
Total Adjustments                                -14,891        378,061    
                                                 -------       --------
NET CASH - OPERATING ACTIVITIES                  -90,144        278,062    
INVESTING ACTIVITIES:                                                      
Proceeds on disposal of subsidiary                    --              1  
Proceeds on disposal of US Government Bonds       10,217             --      
                                                 -------       --------    
                                                                           
NET CASH - INVESTING ACTIVITIES                   10,217              1    
FINANCING ACTIVITIES                                                       
New short term loans                              78,808             --      
Repayment of loans                                    --       -315,283 
Bank Overdrafts                                       --         18,624  
Cash released on disposal of subsidiary               --         -2,290  
                                                 -------       --------    
                                                                           
NET CASH - FINANCING ACTIVITIES                   78,808       -298,949   
                                                                           
NET (DECREASE)/INCREASE IN CASH                                            
  AND CASH EQUIVALENTS                            -1,119        -20,886    
                                                                           
CASH AND CASH EQUIVALENTS -                                                
  BEGINNING                                        5,241         29,933    
                                                 -------       --------    
                                                                           
CASH AND CASH EQUIVALENTS - END                    4,122          9,047    
                                                 =======       ========    
 
<PAGE>


                LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY


                          NOTES TO FINANCIAL STATEMENTS
                             (Revised and Unaudited)


PART I.  FINANCIAL STATEMENTS

The balance sheet as of September 30, 1995, the statements of operations for the
three and nine months ended  September  30, 1994 and 1995,  and the statement of
cash  flows for the nine  months  ended  September  30,  1994 and 1995 have been
prepared  by  registrant  without  audit.  The  accompanying  unaudited  interim
financial  statements  include all  adjustments  (consisting  only of those of a
normal recurring  nature)  necessary for a fair statement of the results for the
interim periods.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted. It is suggested that these financial  statements
be read in conjunction with the financial  statements and notes thereto included
in registrant's Form 10-K for the year ended December 31, 1994.



                LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

On August 22, 1994, in order to substantially reduce the deficit on shareholders
equity,   registrant  exchanged  agreements  with  Riparian  Securities  Limited
("Riparian"),  its legal  advisors and the then  officers  and  directors of the
company, whereby 11,000,000 shares in the common stock of the company were to be
issued for $495,146. Of this total consideration,  $32,500 was for cash with the
remaining $462,656 applied to the cancellation of liabilities.  These agreements
were completed on October 3, 1994.  These agreements are more fully discussed in
Registrant's 10-K for the year ended December 31, 1994.

On January 17, 1995  Riparian  transferred  its entire  holding to the Patchouli
Foundation  ("Patchouli"),  a  Liechtenstein  Stiftung  and as at March 31, 1995
Patchouli owned 25% of the issued and outstanding common stock of the company.

In  order to  reduce  outstanding  liabilities  relating  to  legal,  audit  and
secretarial  services and also to meet the excess of continuing  operating costs
of Registrant  over income;  including  those costs  associated with meeting the
regulatory  requirements  of  registrant,  $10,217 was realized from the sale of
investments  at book value  during the nine months ended  September  30, 1995 of
which $717 was  realized  in the three  months  ended  September  30,  1995.  In
addition,  in the nine months ended September 30, 1995 Patchouli  advanced funds
by way of loans to Registrant totalling $78,808 of which $12,548 was advanced in
the three months ended  September  30, 1995.  Patchouli has continued to advance
further funds since that date.

Management  does not believe that  Registrant  has the ability to raise adequate
resources  from  its  existing  revenue  operations.   Registrant  is  therefore
dependent  in the short  term from  continued  loans from  Patchouli  and in the
longer term upon  increasing  its  authorized  share capital in order to acquire
through the issue of additional  shares in its common stock a suitable  business
to  satisfy  the  minimum  financial  criteria  for  inclusion  in the  National
Association of Security Dealers,  Inc. automated  quotation system ("NASDAQ") as
previously  stated in  Registrant's  Form 10-K for the year ended  December  31,
1994.

Management  intends  to call a  meeting  of  Registrant's  shareholders  for the
purpose of, among other  things,  increasing  the amount of  authorized  capital
stock.

Capital Resources

Registrant  had no  material  commitments  for  capital  expenditure  at  either
September 30, 1995 or December 31, 1994.

Results of Operations

Income in the quarter  arose from fees  received  from the  licensing of various
theatrical  productions.  This income did not reflect any change in the business
of  Registrant  but typified the nature of the business and timing of the income
generated.


                LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Throughout the nine months ended  September 30, 1995  management's  primary task
has been to deal with the  preparation  and completion of the various  financial
and regulatory documentation which Registrant has been required to file, some of
which had been  overdue.  All  filings are now up to date.  The  majority of the
operating costs of $89,592  incurred in the nine months ended September 30, 1995
related  specifically  to the audit,  accounting,  secretarial  and legal  costs
associated with the preparation of the  aforementioned  documentation.  Included
within the total for operating  costs for the quarter to September 30, 1995 is a
charge of  $13,930  by way of a  provision  against  the loans due from a former
partner in a joint venture in order to reflect  management's  doubts as to their
recoverability.

PART II.  OTHER INFORMATION

Litigation Settlement Agreements

On December 18, 1990, an action against the Parent company  commenced before the
Tribunal  de Grande  Instance  of Paris,  France.  The  Plaintiff  was seeking a
judicial  declaration  of the  termination  of the  agreement  to  engage in the
exploitation of certain  ancillary and subsidiary  rights in connection with the
literary work entitled "The Little  Prince," an illustrated  story by the French
author, Antoine de Saint-Exupery (the "Agreement"),  together with reimbursement
of all sums received and damages and legal fees of  approximately  $200,000.  In
February  1992, an agreement was reached to settle the above matter  whereby the
Parent  Company would receive  $200,000 in return for giving up certain  foreign
rights as follows:  $50,000  payable  upon full  performance  of the  Settlement
Agreement and four payments of $25,000  every 3 months  thereafter  with a final
payment of $50,000 by November 1993. All monies have now been received.  Accrued
legal expenses thereon of $150,692 were payable.  The settlement also stipulates
that the Parent must abandon the corporate name "Little Prince Productions Ltd."
within 18 months from February 6, 1992. As at the date of this report,  the name
of the company has not been  changed  nor has any action been  commenced  by the
plaintiff.

Submission of Vote to Security Holders

No matters have been submitted to the vote of Security Holders in the quarter.

Exhibits and Reports on Form 8-K

Exhibits filed herewith:  None    Forms 8-K filed in quarter:  None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,  registrant
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.


                  LITTLE PRINCE PRODUCTIONS LTD.


                  By /s/ P.N. Chapman
                     ---------------------------------------------------------
                         P. N. Chapman, Chief Financial Officer, duly authorized
                         to sign this report on its behalf