KUTAK ROCK                        ATLANTA
                                A PARTNERSHIP                      KANSAS CITY
                     INCLUDING PROFESSIONAL CORPORATIONS           LITTLE ROCK
                                 SUITE 2900                        NEW YORK
                           717 SEVENTEENTH STREET                  OKLAHOMA CITY
                         DENVER, COLORADO 80202-3329               OMAHA
                               (303) 297-2400                      PHOENIX
                          FACSIMILE (303) 292-7799                 PITTSBURGH
                                                                   WASHINGTON

                                November 13, 1996


Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

         Re:      Little Prince Productions, Ltd., File No. 0-9455


Dear Sir or Madam:

         Transmitted  herewith  through the EDGAR  system is Form 10-QSB for the
quarter ended September 30, 1996 for Little Prince Productions, Ltd. If you have
any questions or comments, please contact me at (303) 297-2400.

                                                     Sincerely yours,



                                                     /s/ Brian D. Lewandowski

djs
enclosure
<PAGE>
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 1996

                                       OR

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

                        For the transition period from to

                          Commission File Number 0-9455

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

                                    New York
         (State or other jurisdiction of incorporation or organization)

                                   13-3045713
                      (I.R.S. Employer Identification No.)

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

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

                                 Not Applicable
      (Former name, former address and former fiscal year, if changed since
                                  last report)


         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 12 months (or for
such shorter period that registrant was required to file such reports),  and (2)
has been subject to filing requirements for the past 90 days. Yes X    No 
                                                                  ---     ---
         State the number of shares  outstanding of each of the issuer's classes
of common  equity,  as of the latest  practicable  date. As of November 6, 1996,
there  were  24,999,236  shares  of the  issuer's  $.01 par value  common  stock
outstanding.
================================================================================
<PAGE>
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                        LITTLE PRINCE PRODUCTIONS LIMITED
                                 BALANCE SHEETS
                    September 30, 1996 and December 31, 1995



                                             September 30,     December 31,
                                             -------------     ------------
                                                      1996             1995
                                                      ----             ----



ASSETS

CURRENT ASSETS

Cash and cash equivalents                       $     --          $   946

Prepaid expenses and taxes                            --              612

Other debtors                                      8,839            6,629
                                                   -----            -----



Total current assets                               8,839            8,187



PROPERTY AND EQUIPMENT - AT COST

Furniture, fixtures and equipment                     --               --

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



Net property and equipment                            --               --



OTHER ASSETS

Production and distribution rights                    --            5,000

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



Total other assets                                    --            8,728
                                              ----------           ------



TOTAL ASSETS                                     $ 8,839          $16,915
                                                 =======          =======
                                        2
<PAGE>
                        LITTLE PRINCE PRODUCTIONS LIMITED
                                 BALANCE SHEETS
                                   (Continued)
                    September 30, 1996 and December 31, 1995






                                                 September 30,     December 31,
                                                 -------------     ------------
                                                          1996             1995
                                                          ----             ----

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts Payable                                    $     --       $  159,145

Provision for legal fees                               4,862           15,322

Accrued audit fees                                    10,163           13,000

Other accrued liabilities                              5,544            4,494

Short-term loans from major shareholder              148,483           92,355
                                                  ----------        ---------



Total current liabilities                            169,052          284,326



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



TOTAL LIABILITIES                                    169,052          284,326



SHAREHOLDERS' EQUITY

Common stock $0.01 par value

Authorized - 25,000,000 shares

Issued and outstanding - 24,999,236 shares           249,992          249,992

Additional paid-in capital                         3,006,891        3,006,891

Accumulated deficit                              (3,417,096)      (3,524,294)
                                                 -----------      -----------



Total shareholders' deficit                        (160,213)        (267,411)
                                                 -----------      -----------



TOTAL LIABILITIES AND SHAREHOLDERS'                $   8,839       $   16,915
                                                   =========       ==========
EQUITY
                                        3
<PAGE>
                        LITTLE PRINCE PRODUCTIONS LIMITED
                             STATEMENT OF OPERATIONS
     For the Three Months and Nine Months Ended September 30, 1996 and 1995

<TABLE>
<CAPTION>
                                             Three Months ended              Nine Months ended
                                                September 30,                  September 30,
                                                -------------                  -------------

                                            1996            1995            1996            1995
                                            ----            ----            ----            ----

<S>                                    <C>             <C>             <C>              <C>     
Net sales                              $       --      $       --      $       --       $     --

Operating costs                             (20,142)        (36,544)        (43,871)        (44,735)
                                         ----------      ----------      ----------      ----------



Loss from continuing operations             (20,142)        (36,544)        (43,871)        (44,735)

Interest income                                --              --              --             --

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



Loss from continuing operations
before provision for income taxes           (20,142)        (36,544)        (43,871)        (44,735)

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



Loss from continuing operations
after provision for income taxes            (20,142)        (36,544)        (43,871)        (44,735)

Profit/(Loss) from discontinued
operations                                     --            (1,295)            439         (14,902)

Gain on disposal of subsidiary              150,630            --           150,630           --



NET PROFIT/(LOSS)                           130,488         (37,839)        107,198         (59,637)
                                         ==========      ==========      ==========      ==========



Loss per share (cents)

- Continuing Operations                       (0.08)          (0.15)          (0.17)          (0.18)

- Discontinued Operations                      --              --              --             (0.06)

- Gain on disposal of subsidiary               0.60            --              0.60           --
                                         ----------      ----------      ----------      ----------

                                               0.52           (0.15)           0.43           (0.24)
                                         ----------      ----------      ----------      ----------

Average number of shares outstanding     24,999,236      24,999,236      24,999,236      24,999,236
                                         ==========      ==========      ==========      ==========
</TABLE>
                                        4
<PAGE>
                LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY
                             STATEMENT OF CASH FLOWS
                  For the Nine Months Ended September 30, 1996



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

                                                         1996         1995
                                                         ----         ----

OPERATING ACTIVITIES
Net profit/(loss)                                     $ 107,198    $ (75,253)
Adjustments to reconcile net profit/(loss) to Net Cash
Provided by Operating Activities:
Depreciation                                              1,250        1,875
Adjustment  on Disposal of other assets                    --           --
Adjustment on disposal of subsidiary                   (150,630)        --
Change in Assets and Liabilities:
Accounts Receivable and Other Debtors                       (10)      17,312
Development Properties                                     --           --
Increase/(Decrease) in Liabilities:
Accounts payable and Accrued Expenses                   (12,257)     (34,078)
Due to shareholder                                       56,128       78,808

Total Adjustments                                      (105,519)      63,917
                                                      ---------    ---------

NET CASH - OPERATING ACTIVITIES                           1,679      (11,336)
INVESTING ACTIVITIES:
Proceeds on disposal of subsidiary                           10         --
Proceeds on disposal of US Government Bonds                --         10,217
                                                      ---------    ---------

NET CASH - INVESTING ACTIVITIES                              10       10,217
FINANCING ACTIVITIES
New short-term loans                                       --           --
Repayment of loans                                         --           --
Bank Overdrafts                                            --           --
Cash released on disposal of subsidiary                  (2,635)        --
                                                      ---------    ---------

NET CASH - FINANCING ACTIVITIES                          (2,635)        --

NET (DECREASE)/INCREASE IN CASH
  AND CASH EQUIVALENTS                                     (946)      (1,119)

CASH AND CASH EQUIVALENTS -
  BEGINNING                                                 946        5,241
                                                      ---------    ---------

CASH AND CASH EQUIVALENTS - END                            --          4,122
                                                      =========    =========
                                        5
<PAGE>
                LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS
                             (Revised and Unaudited)


The balance sheet as of September 30, 1996, the statements of operations for the
nine months ended  September 30, 1995 and 1996,  and the statement of cash flows
for the nine months  ended  September  30,  1995 and 1996 have been  prepared by
Registrant   without  audit.  The  accompanying   unaudited   interim  financial
statements  include  all  adjustments  (consisting  only of  those  of a  normal
recurring  nature) which in the opinion of  management  are necessary for a fair
statement of the results for the interim periods.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted. It is suggested that these financial  statements
be read in conjunction with the financial  statements and notes thereto included
in Registrant's Form 10-KSB for the year ended December 31, 1995.
                                        6
<PAGE>
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Financial Condition

         A Shareholders'  deficit of $160,213 existed at September 30, 1996. The
majority of the  expenditures  of  Registrant  over the  24-month  period  ended
September 30, 1996 have been met from funding provided in the form of loans both
directly and  indirectly  from  Patchouli  which at September  30, 1996 totalled
$148,483,  of which  $28,398 were  advanced in the quarter  ended  September 30,
1996. Patchouli has continued to advance further funds since that date.

Results of Operations

         The disposal of  Registrant's  subsidiary,  LPPL Corp. on July 22, 1996
resulted  in a one  time  gain  of  $150,630.  A  detailed  description  of this
transaction is contained in Part II, Item 5, Other  Information of  Registrant's
Form  10-QSB  for the  quarter  ended  June 30,  1996.  LPPL  Corp.  constituted
substantially  all of the  Company's  assets  and its only form of  revenue  and
accordingly  since  the date of  disposal  the  Company  has not  generated  any
revenue.  Costs in the quarter to September 30, 1996 primarily related to audit,
accounting  and legal  costs  related to the  preparation  and filing of various
reports  required by the New York  Commissioner  of Taxation and Finance,  which
consent is required in order to file the  Certificate of Merger (as discussed in
Registrant's  Form  10-QSB  for the  quarter  ended  March  30,  1996)  with the
Secretary of State of New York. The Company is now informed that the Merger will
become effective before the end of November 1996.

Future Liquidity and Capital Resources

         With the disposition of LPPL Corp.,  the Company's only form of revenue
in the short term, the Company is dependent on continued  loans from  Patchouli.
Upon  consummation  of the Merger,  the Company  intends to acquire  through the
issuance of additional  shares a suitable  business or businesses  and/or obtain
additional  funds  through  the  sale of  common  stock  in  public  or  private
transactions.

         Registrant  had no  material  commitments  for capital  expenditure  at
either September 30, 1996 or at December 31, 1995.

PART II.  OTHER INFORMATION

Item 4.  Submission of vote to Security Holders

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

Exhibits and Reports on Form 8-K

         Exhibits filed herewith:  None  Forms 8-K filed in quarter:  None
                                        7
<PAGE>
SIGNATURES

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


                         LITTLE PRINCE PRODUCTIONS LTD.

                         By /s/ P.N. Chapman
                                ------------------------------------------
                                P. N. Chapman, Chief Financial Officer,
                                duly authorized to sign this report on its
                                behalf
                                        8