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 March 31, 1996
[ ] 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
(Address of principal executive offices)
N/A
(Zip Code)
(010 44 171) 629-7617
(Registrant's telephone number, including area code)
Check whether registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes X No
--- ---
24,999,236 shares, $.01 par value, as of March 31, 1996
(Indicate the number of shares outstanding of each of the registrant's classes
of common equity, as of the latest practicable date)
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
March 31, 1996 and December 31, 1995
March 31, December 31,
1996 1995
------- ------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 4,576 $ 946
Prepaid expenses and taxes 612 612
Loan to officer of company 6,629 6,629
-------- ------
Total current assets 11,817 8,187
PROPERTY AND EQUIPMENT - AT COST
Furniture, fixtures and equipment -- --
Less: Accumulated depreciation -- --
-------- ------
Net property and equipment -- --
OTHER ASSETS
Production and distribution rights 4,375 5,000
Investment in joint ventures 3,728 3,728
-------- ------
Total other assets 8,103 8,728
-------- ------
TOTAL ASSETS $19,920 $16,915
======== =======
2
LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
March 31, 1996 and December 31, 1995
(Continued)
March 31, December 31,
1996 1995
-------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 159,145 $ 159,145
Provision for legal fees 13,599 15,332
Accrued audit fees 10,000 13,000
Other accrued liabilities 5,544 4,494
Short term loans from major shareholder 110,974 92,355
---------- ---------
Total current liabilities 299,262 284,326
NON-CURRENT LIABILITIES -- --
---------- ----------
TOTAL LIABILITIES 299,262 284,326
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 (3,536,225) (3,524,294)
----------- -----------
Total shareholders' deficit (279,342) (267,411)
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' $ 19,920 $ 16,915
========== ==========
EQUITY
3
LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 1996 and 1995
Three Months ended March 31,
------------------------------
1996 1995
---- ----
Net sales $ 5,241 $ 4,500
Operating costs (17,172) (26,402)
--------- ----------
Loss from continuing operations (11,931) (21,902)
Interest income -- 104
Interest expense -- --
--------- ----------
Loss from continuing operations
before provision for income
taxes (11,931) (21,798)
Provision for income taxes -- --
--------- ----------
Loss from continuing operations
after provision for income taxes (11,931) (21,798)
Loss from discontinued -- --
operations
Gain on disposal of subsidiary -- --
NET LOSS (11,931) (21,798)
=========== ==========
Loss per share (cents) (0.05) (0.09)
=========== ==========
Average number of shares 24,999,236 24,999,236
=========== ==========
outstanding
4
LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 1996
Three Months ended
March 31,
-------------------------
1996 1995
---- ----
OPERATING ACTIVITIES
Net loss $(11,931) $(21,798)
Adjustments to reconcile net loss to Net Cash
Provided by Operating Activities:
Depreciation 625 625
Minority interests -- --
Change in Asset and Liabilities:
Accounts Receivable and Other Debtors -- --
Increase/(Decrease) in Liabilities:
Accounts payable and Accrued Expenses (3,683) (15,500)
Adjustment on disposal of subsidiary -- --
------- -------
Total Adjustments (3,058) (14,875)
------- ---------
NET CASH - OPERATING ACTIVITIES (14,989) (36,673)
INVESTING ACTIVITIES:
Proceeds on disposal of subsidiary -- --
Proceeds on disposal of US Government Bonds -- 7,500
------ ----------
NET CASH - INVESTING ACTIVITIES -- 7,500
FINANCING ACTIVITIES
New short term loans 18,619 31,515
Repayment of loans -- --
------- ---------
NET CASH - FINANCING ACTIVITIES 18,619 31,515
NET (DECREASE)/INCREASE IN CASH
AND CASH EQUIVALENTS 3,630 2,342
CASH AND CASH EQUIVALENTS -
BEGINNING 946 5,241
-------- --------
CASH AND CASH EQUIVALENTS - END 4,576 7,583
======= ========
5
LITTLE PRINCE PRODUCTIONS LIMITED AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
(March 31, 1996 Revised Unaudited)
The balance sheet as of March 31, 1996, the statements of operations for the
three months ended March 31, 1995 and 1996, and the statement of cash flows for
the three months ended March 31, 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 in order to make the financial
statements not misleading.
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
Item 2. Management's Discussion and Analysis
Financial Condition
A Shareholders' deficit of $279,342 existed at March 31, 1996. The
majority of the expenditures of Registrant over the 15-month period ended March
31, 1996 has been met from funding provided in the form of loans from Patchouli
which at March 31, 1996 totalled $110,974, of which $18,619 were advanced in the
quarter ended March 31, 1996. Patchouli has continued to advance further funds
since that date.
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 and timing of the income
generated.
During 1995 and the first quarter of 1996, the Company was inactive
except for administrative activities in connection with the preparation and
filing of the periodic reports required under Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in preparing the proxy
statement for a Special Meeting of Shareholders that was held on February 29,
1996 (the "Meeting"). The majority of the operating costs of $17,172 incurred in
the quarter to March 31, 1996 related specifically to the audit, accounting and
legal costs associated with the preparation and filing of these reports.
At the Meeting, the Company's shareholders by an affirmative vote of
approximately 76% of the total shares outstanding adopted the following
proposals: (i) change the Company's state of incorporation from New York to
Colorado by means of a merger (the "Merger") of the Company into Atlantic
Industries, Inc. ("Atlantic"), a Colorado corporation organized on January 31,
1996, which is wholly owned by the Company ("Proposal 1"); (ii) approve the
terms of the merger agreement which provided for, among other things, a 10 for 1
reverse stock split and an increase in the number of authorized shares of the
Company to 50,000,000 ("Proposal 2"); (iii) consented to and authorized the
Company's Board of Directors (the "Board"), at the Board's discretion, to (a)
sell the Company's interest in the common stock of its wholly owned subsidiary,
LPPL Corp., to an independent third-party ("Proposal 3") or (b) to vote to
dissolve LPPL Corp ("Proposal 4"). Proposals 1 through 4 are referred to herein
as the "Proposals."
The number of votes cast for, against or that abstained from each
Proposal is set forth below:
Description For Against Abstain
Proposal 1 19,036,766 124,350 160
Proposal 2 19,036,766 124,350 160
Proposal 3 19,036,766 124,350 160
Proposal 4 19,036,666 124,450 160
7
To date, the Company has not consummated the Merger as it is presently
waiting for the consent of the New York Commissioner of Taxation and Finance,
which consent is required in order to file the Certificate of Merger with the
Secretary of State of the State of New York,.
By operation of law, at the effective date of the Merger, all assets,
property, rights, liabilities and obligations of the Company will be transferred
to and assumed by Atlantic. The principal effect of the Merger will be to (i)
change the law applicable to the Company's corporate affairs from the New York
Business Corporation Law to the Colorado Business Corporation Act, (ii) reduce
the number of shares of the Company's $.01 par value common stock (the "Shares"
or the "Common Stock") issued and outstanding, and (iii) increase the number of
Shares authorized for issuance.
Specifically, at the effective date of the Merger, the Company will be
authorized to issue 50,000,000 shares of capital stock ("Atlantic Capital Stock"
or "Atlantic Shares") of which 40,000,000 shares are reserved for issuance as
common stock ("Atlantic Common Stock") and 10,000,000 shares are reserved for
issuance as preferred stock ("Atlantic Preferred Stock").
The Board has entered into preliminary negotiations with an independent
third-party for the purchase of all of the outstanding shares of common stock of
LPPL Corp.
Future Liquidity and Capital Resources
Management does not believe that the Company has the ability to raise
adequate resources from its existing revenue operations. The Company is
therefore dependent in the short term from continued loans from Patchouli. Upon
consummation of the Merger the Company intends to acquire through the issuance
of additional shares of Atlantic Capital Stock a suitable business or businesses
and/or to obtain additional funds through the sale of Common Stock in public or
private transactions.
The future liquidity of the Company may also be adversely effected when
the Company either sells or dissolves LPPL Corp.-the only current source of
revenue for the Company.
Registrant had no material commitments for capital expenditure at
either March 31, 1996 or at December 31, 1995.
PART II. OTHER INFORMATION
Item 4. Submission of Vote to Security Holders
The required information disclosed pursuant to Part II is hereby incorporated by
reference from Part I, Item 2 of this Form 10-QSB.
Exhibits and Reports on Form 8-K
Exhibits filed herewith: for electronic filing purposes only, this report
contains Exhibit 27, Financial Data Schedule
Forms 8-K filed in quarter: None
8
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant 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
9