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

                                  FORM 10-Q/A-1

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

                  For the quarterly period ended March 31, 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)                                               
                                       

40 Lowndes Street, London, England SW1X 9HX                         N/A    
(Address of principal executive offices)                         (Zip Code)
                                                    
                                                    

                              (010 44 171) 823 1032
              (Registrant's telephone number, including area code)

                           555 Fifth Avenue, New York
              (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 March 31, 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 March 31, 1995
   and December 31, 1994..................................................     3

   Consolidated Statement of Operations
   three months ended March 31, 1994 and 1995.............................     5

   Consolidated Statements of Cash Flows
   three months ended March 31, 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 March 31, 1995 and December 31, 1994 and the results
of its operations and the changes in its financial position for the three months
ended March 31, 1994 and 1995 and the results of its operations for three months
ended March 31, 1994 and 1995.

<PAGE>




                LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY



                           CONSOLIDATED BALANCE SHEETS





                                                         March 31,  December 31,
                                                         --------   -----------
                                                            1995       1994
                                                            ----       ----
ASSETS

CURRENT ASSETS

Cash and cash equivalents                                  $ 7,583   $ 5,241

Investment in U.S. Government Bond Fund                      3,400    10,900

Prepaid expenses and taxes                                     612       612

Loan to officer of company                                   2,000     2,000

Amount due from Riparian Securities Limited                  2,770     2,770

Due from former partner in Joint Venture                    18,930    18,930
                                                           -------   -------



Total current assets                                        35,295    40,453



PROPERTY AND EQUIPMENT - AT COST

Furniture, fixtures and equipment                               --        --

Less: Accumulated depreciation                                  --        --
                                                           -------   -------



Net property and equipment                                      --        --



OTHER ASSETS

Production and distribution rights                           6,875     7,500

Investment in joint ventures                                 3,728     3,728
                                                           -------   -------



Total other assets                                          10,603    11,228
                                                           -------   -------



TOTAL ASSETS                                               $45,898   $51,681
                                                           =======   =======

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                LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY



                     CONSOLIDATED BALANCE SHEETS (Continued)





                                                  March 31,   December 31,
                                                     1995         1994
                                                     ----         ----
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable                                 $  159,145   $  159,145

Provision for legal fees                             18,500       20,000

Accrued audit fees                                   13,500       27,500

Provision for secretarial services                    7,500        7,500

Short term loans from major shareholder              31,515           --
                                                 ----------   ----------



Total current liabilities                           230,160      214,145



NON-CURRENT LIABILITIES                                  --           --
                                                 ----------   ----------



TOTAL LIABILITIES                                   230,160      214,145

Minority shareholders' interests                         --           --
                                                 ----------   ----------

                                                    230,160      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                              -3,441,145   -3,419,347



Total shareholders' deficit                        -184,262     -162,464



TOTAL LIABILITIES AND SHAREHOLDERS
EQUITY                                           $   45,898   $   51,681
                                                 ==========   ==========

<PAGE>


                LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY



                      CONSOLIDATED STATEMENT OF OPERATIONS



                                                         Three Months ended
                                                               March 31,
                                                       -------------------------
                                                           1995          1994
                                                       -----------   -----------



Net sales                                              $     4,500   $       213

Operating costs                                            -26,402       -19,252



Loss from continuing operations                            -21,902       -19,039

Interest income                                                104           185

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



Loss from continuing operations before provision for
income taxes                                               -21,798       -18,854

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



Loss from continuing operations after provision for
income taxes                                               -21,798       -18,854

Loss from discontinued operations                               --      -324,878

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



NET LOSS                                                   -21,798       -56,304



Loss per share (cents)                                       -0.09         -0.40



Average number of shares outstanding                    24,999,236    13,999,236
                                                       ===========   ===========


<PAGE>


                LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY


                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                     Three Months ended 
                                                           March 31,
                                               ---------------------------
                                                  1995              1994 
                                               ---------          --------- 
                                                                          
OPERATING ACTIVITIES                                                      
Net loss                                       $-21,798          $ -56,304 
Adjustments to reconcile net loss to Net Cash                             
Provided by Operating Activities:                                         
Depreciation                                        625              1,173 
Minority interests                                   --                 12 
Change in Asset and Liabilities:                                          
Accounts Receivable and Other Debtors                --             72,185 
Development Properties                               --            406,163 
Increase/(Decrease) in Liabilities:                                       
Accounts payable and Accrued Expenses           -15,500            149,427 
Adjustment on disposal of subsidiary                 --           -287,428 
                                                                          
Total Adjustments                               -14,875            341,532 
                                                                          
NET CASH - OPERATING ACTIVITIES                 -36,673            285,228 
INVESTING ACTIVITIES:                                                     
Proceeds on disposal of subsidiary                   --                  1 
Proceeds on disposal of US Government Bonds       7,500                 --   
                                                -------          --------- 
                                                                          
NET CASH - INVESTING ACTIVITIES                   7,500                  1 
FINANCING ACTIVITIES                                                      
New short term loans                             31,515                 --   
Repayment of loans                                   --           -315,283
Bank Overdrafts                                      --             18,624 
Cash released on disposal of subsidiary              --             -2,290 
                                                -------          --------- 
                                                                          
NET CASH - FINANCING ACTIVITIES                  31,515           -298,949
                                                                          
NET (DECREASE)/INCREASE IN CASH                                           
AND CASH EQUIVALENTS                              2,342            -13,720 
                                                                          
CASH AND CASH EQUIVALENTS -                                               
BEGINNING                                         5,241             29,933 
                                                -------           -------- 
                                                                          
CASH AND CASH EQUIVALENTS - END                   7,583             16,213 
                                                =======           ======== 
                                                                 
<PAGE>


                LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY


                          NOTES TO FINANCIAL STATEMENTS
                             (Revised and Unaudited)


PART I.  FINANCIAL STATEMENTS

The balance sheet as of March 31, 1995,  the  statements  of operations  for the
three months ended March 31, 1994 and 1995,  and the statement of cash flows for
the three months ended March 31, 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

FINANCIAL CONDITION

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 meet the excess of continuing  operating  costs of  Registrant  over
income,   including   those  costs   associated   with  meeting  the  regulatory
requirements of Registrant,  $6,500 was realized from the sale of investments at
book value. In addition,  Patchouli advanced funds by way of loans to Registrant
totalling $31,515.  As well as meeting costs arising in the quarter to March 31,
1995, $15,500 of these funds were applied to reduce the outstanding  liabilities
for legal and audit fees that were unpaid at December 31, 1994.

Management  does not believe that  registrant  has the ability to raise adequate
resources  from  its  existing  Revenue  operations.   Registrant  is  therefore
dependent upon  increasing  its  authorized  share capital in order to acquire a
suitable business to satisfy the minimum financial criteria for inclusion in the
National  Association of Security Dealers,  Inc.  automated  quotation system 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 March
31, 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.

Throughout the quarter ended March 31, 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 were overdue.  The majority of the operating costs of $26,402  incurred in
the  quarter  related  specifically  to the audit,  accounting  and legal  costs
associated with the preparation of the aforementioned documentation.




                LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY

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

All  documentation has now been completed and management is now concentrating on
trying to identify a suitable  business  to purchase as a long term  investment.
Additional  funding  will be sought in such  amounts as are required to conclude
such a purchase once it has been  identified.  Further  details of  management's
intended  direction for the company are discussed in the Registrant's  Form 10-K
filed in respect of the year ended December 31, 1994.

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