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 June 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)               
                                       

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)

                                 Not Applicable
              (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 June 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 June 30, 1995
   and December 31, 1994....................................................   3

   Consolidated Statement of Operations
   six months ended June 30, 1994 and 1995..................................   5

   Consolidated Statements of Cash Flows
   six months ended June 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 June 30, 1995 and December 31, 1994 and the results of
its  operations  and the changes in its  financial  position  for the six months
ended June 30,  1994 and 1995 and the results of its  operations  for six months
ended June 30, 1994 and 1995.


<PAGE>



                LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY



                           CONSOLIDATED BALANCE SHEETS



                                                  June 30,          December 31,
                                                  -------           -----------
                                                    1995                1994
                                                    ----                ----


ASSETS

CURRENT ASSETS                                    

Cash and cash equivalents                          $ 2,384             $ 5,241

Investment in U.S. Government Bond Fund              1,400              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                                28,096              40,453



PROPERTY AND EQUIPMENT - AT COST

Furniture, fixtures and equipment                       --                  --

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



Net property and equipment                              --                  --



OTHER ASSETS

Production and distribution rights                   6,250               7,500

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



Total other assets                                   9,978              11,228
                                                    ------              ------



TOTAL ASSETS                                       $38,074             $51,681
                                                   =======             =======

<PAGE>


                LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY



                     CONSOLIDATED BALANCE SHEETS (Continued)





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

CURRENT LIABILITIES

Trade creditors                                        $  159,145     $  159,145

Provision for legal fees                                   10,000         20,000

Accrued audit fees                                         18,000         27,500

Provision for secretarial services                          4,000          7,500

Short term loans from major shareholder                    69,030             --
                                                       ----------     ----------



Total current liabilities                                 260,175        214,145



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



TOTAL LIABILITIES                                         260,175        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                                    -3,478,984     -3,419,347



Total shareholders' deficit                              -222,101       -162,464



TOTAL LIABILITIES AND SHAREHOLDERS'                    $   38,074     $   51,681
                                                       ==========     ==========
EQUITY

<PAGE>

<TABLE>
<CAPTION>

                LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY



                      CONSOLIDATED STATEMENT OF OPERATIONS



                                         Three Months ended       Six Months ended
                                         ------------------       ----------------
                                              June 30,                 June 30,
                                              -------                  -------

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


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

Net sales                             $    1,100  $    1,886   $    5,600  $    2,099
                                                       

Operating costs                          -39,049     -25,125      -65,451     -44,377
                                      ----------  ----------   ----------  ----------


Loss from continuing operations
                                         -37,949     -23,239      -59,851     -42,278

Interest income                              110         212          214         397

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



Loss from continuing operations
before provision for income
taxes                                    -37,839     -23,027      -59,637     -41,881

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



Loss from continuing operations
after provision for income taxes
                                         -37,839     -23,027      -59,637     -41,881

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

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



NET LOSS                                 -37,839     -23,027      -59,637     -79,331
                                      ----------  ----------   ----------  ----------


Loss per share (cents)                     -0.15       -0.16        -0.24       -0.56
                                      ----------  ----------   ----------  ----------


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

<PAGE>


                LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY


                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                     Three Months ended June 30,
                                                     ---------------------------
                                                       1995              1994
                                                       ----              ----

OPERATING ACTIVITIES
Net loss                                             $-59,637         $-79,331
Adjustments to reconcile net loss to Net Cash
Provided by Operating Activities:
Depreciation                                            1,250            1,798
Minority interests                                         --               12
Change in Asset and Liabilities:
Accounts Receivable and Other Debtors                      --           97,185
Development Properties                                     --          406,163
Increase/(Decrease) in Liabilities:
Accounts payable and Accrued Expenses                 -23,000          155,903
Effect of foreign currency exchange rate
changes on cash and cash equivalents                       --               --
Adjustment on disposal of subsidiary                       --         -287,428
                                                     --------         --------

Total Adjustments                                     -21,750          373,633
                                                     --------         --------

NET CASH - OPERATING ACTIVITIES                       -81,387          294,302
INVESTING ACTIVITIES:
Proceeds on disposal of subsidiary                         --                1
Proceeds on disposal of US Government Bonds             9,500               --
                                                     --------         --------

NET CASH - INVESTING ACTIVITIES                         9,500                1
FINANCING ACTIVITIES
New short term loans                                   69,030               --
Repayment of loans                                         --         -315,283
Bank Overdrafts                                            --           18,624
Cash released on disposal of subsidiary                    --           -2,290
                                                     --------         --------

NET CASH - FINANCING ACTIVITIES                        69,030         -298,949

NET (DECREASE)/INCREASE IN CASH
AND CASH EQUIVALENTS                                   -2,857           -4,646

CASH AND CASH EQUIVALENTS -
BEGINNING                                               5,241           29,933
                                                     --------         --------

CASH AND CASH EQUIVALENTS - END                         2,384           25,287
                                                     ========         ========

<PAGE>


                LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY


                          NOTES TO FINANCIAL STATEMENTS
                             (Revised and Unaudited)


PART I.  FINANCIAL STATEMENTS

The balance sheet as of June 30, 1995,  the statements of operations for the six
months ended June 30, 1994 and 1995, and the statement of cash flows for the six
months  ended June 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


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,  $9,000 was realized from the sale of investments at
book value  during  the six months  ended  June 30,  1995,  of which  $6,500 was
realized in the quarter to March 31,  1995.  In  addition,  in the six months to
June 30, 1995 Rennick Investments  Limited, as associate of Patchouli,  advanced
funds by way of loans to  Registrant  totalling  $69,030,  of which  $31,515 was
advanced in the quarter to March 31, 1995. Of these funds $34,500 was applied to
reduce the outstanding  liabilities for legal,  audit and secretarial  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  in the short  term from  continued  loans  from  Rennick  Investments
Limited and in the longer term 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  sated 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.

                LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY

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

Throughout the six months ended June 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 had
been overdue.  By March 31, 1995, a  substantial  amount of the filings had been
brought up to date. The majority of the operating  costs of $64,451  incurred in
the six months to June 30, 1995 related  specifically to the audit,  accounting,
secretarial   and  legal  costs   associated   with  the   preparation   of  the
aforementioned documentation.

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