SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

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

                 For the quarterly period ended March 31, 1997.

                          Commission File Number 0-9455

                            ATLANTIC INDUSTRIES, INC.
                 (Name of small business issuer in its charter)

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

         38 South Audley Street                            
         Mayfair, London, England                       W1Y 5DH
----------------------------------------               ----------
(Address of principal executive offices)               (Zip Code)

Issuer's telephone number, including area code:  (4471) 629-7617

                                 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 May 8, 1997, there
were 192,996 shares of the issuer's $.01 par value common stock outstanding.

<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                            ATLANTIC INDUSTRIES, INC.
                                 BALANCE SHEETS
                      March 31, 1997 and December 31, 1996
                                   (unaudited)


                                                      March 31,  December 31,
                                                        1997         1996
                                                        ----         ----

ASSETS OF BUSINESS TRANSFERRED
UNDER CONTRACTUAL ARRANGEMENT
(net of valuation allowance) .....................   $   3,320    $   3,320
                                                     =========    =========

CURRENT LIABILITIES

Accounts Payable and accrued expenses ............   $  28,586    $  20,561

Due to Shareholder ...............................       7,050          491

Liabilities of business transferred under
  contractual arrangement ........................     159,145      159,145
                                                     ---------    ---------

TOTAL LIABILITIES ................................     194,781      180,797
                                                     ---------    ---------

SHAREHOLDERS' EQUITY

Preferred stock, $.01 par value; authorized
10,000,000 shares; 0 shares issued and outstanding

Common stock $.01 par value; authorized
10,000,000 shares; 192,996 shares issued and
outstanding ......................................       1,930        1,930

Paid-in capital ..................................    (138,227)    (138,227)

Accumulated deficit ..............................     (55,164)     (40,580)
                                                     ---------    ---------

Total shareholders' deficit ......................    (191,461)    (176,877)
                                                     ---------    ---------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY                                               $   3,320    $   3,320
                                                     =========    =========

See Notes to financial statements.

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<PAGE>
                            ATLANTIC INDUSTRIES, INC.
                             STATEMENT OF OPERATIONS
               For the Three Months Ended March 31, 1997 and 1996
                                   (unaudited)


                                           Three Months ended
                                                March 31,
                                                ---------

                                          1997         1996
                                          ----         ----



Net sales ..........................   $      --    $       --

Operating costs ....................     (14,584)           --
                                       ---------    ----------


Loss from continuing operations ....     (14,584)           --

Other income (loss) ................          --            --
                                       ---------    ----------

Loss from continuing operations
before provision for income taxes ..     (14,584)           --

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


NET LOSS ...........................     (14,584)           --
                                       =========    ==========

Loss per share (cents)

- Continuing Operations ............       (0.08)           --

Average number of shares outstanding     192,996            --
                                       =========    ==========

Figures for period to March 31, 1996 are from inception on January 31, 1996.


See Notes to financial statements.

                                       2
<PAGE>
                            ATLANTIC INDUSTRIES, INC.
                             STATEMENT OF CASH FLOWS
                    For the Three Months Ended March 31, 1997
                                   (unaudited)


                                              Three Months ended March 31,
                                              ----------------------------

                                                  1997          1996
                                                  ----          ----

OPERATING ACTIVITIES
Net loss ....................................   $ 14,584    $      --

Adjustments to reconcile net loss to Net Cash
   Provided by Operating Activities:

Change in Operating Assets and Liabilities:
   Accounts Receivable and Other Debtors ....         --           --

Increase/(Decrease) in Liabilities:
   Accounts payable and Accrued Expenses ....      8,025           --
                                                --------    ---------

Total Adjustments ...........................      8,025           --
                                                --------    ---------

NET CASH - OPERATING ACTIVITIES .............     (6,559)          --

FINANCING ACTIVITIES
New short-term loans ........................      6,559           --
Repayment of loans ..........................         --           --
                                                --------    ---------

NET CASH - FINANCING ACTIVITIES .............      6,559           --

NET (DECREASE)/INCREASE IN CASH
  AND CASH EQUIVALENTS ......................         --           --

CASH AND CASH EQUIVALENTS -
  BEGINNING .................................         --           --
                                                --------    ---------

CASH AND CASH EQUIVALENTS - END .............         --           --
                                                ========    =========

Figures for period to March 31, 1996 and from inception on January 31, 1996.

See Notes to financial statements.

                                       3
<PAGE>
                            ATLANTIC INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             (REVISED AND UNAUDITED)


The balance sheet as of March 31, 1997,  the  statements  of operations  for the
three months ended March 31, 1996 and 1997,  and the statement of cash flows for
the three months ended March 31, 1996 and 1997 have been  prepared by Registrant
without audit in accordance with generally  accepted  accounting  principles for
interim  financial  information  and  the  rules  and  regulations  of the  U.S.
Securities  and  Exchange  Commission.   Accordingly,  certain  information  and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted.  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.

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, 1996.

                                       4
<PAGE>
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

FINANCIAL CONDITION

         A Shareholders'  deficit of $191,461 existed at March 31, 1997. Of this
total  $164,665  derives from the  agreement  entered into on July 22, 1996 when
Little Prince Productions,  Ltd. ("Little Prince") transferred all of its shares
in its  wholly  owned  subsidiary  LPPL Corp.  ("LPPL").  Under the terms of the
agreement,  in  certain  circumstances  it  would  be  possible  for the  shares
transferred to revert to the then  shareholders  of Little Prince.  Due to this,
Little Prince is deemed not yet to have transferred the risks of LPPL's business
to the purchaser.  In accordance  with the Securities and Exchange  Commission's
(the "SEC") SAB Topic 5E the assets and  liabilities of LPPL's  business  remain
merged on the balance  sheet of the Company and the gain on the disposal of LPPL
of $164,665 is deferred until  completion of the  disposition  occurs,  which is
expected in July 1997.

RESULTS OF OPERATIONS

         Costs in the  quarter  to March 31,  1997  primarily  related to audit,
accounting  and legal  costs  related to the  preparation  and filing of various
reports required by the SEC.

FUTURE LIQUIDITY AND CAPITAL RESOURCES

         The Company  remains  determined  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.
Pending  completion  of  such a  transaction  the  Company  has no  revenue  and
accordingly  in the short  term is  dependent  on  continued  loans from a major
shareholder.

         Registrant  had no  material  commitments  for capital  expenditure  at
either March 31, 1997 or at December 31, 1996.

PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits filed herewith:  None

         (b)      Forms 8-K filed in quarter:  None


                                       5
<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.

                                ATLANTIC INDUSTRIES, INC.


Dated: May 8, 1997              By   /s/ P.N. Chapman
                                   ---------------------------------------------
                                      P. N. Chapman, Chief Financial Officer,
                                      duly authorized to sign this report on its
                                      behalf

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