UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                     For the quarter ended December 31, 2003

                                       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 [000-28277]

                            HERITAGE WORLDWIDE, INC.
                        ---------------------------------
        (Exact name of small business issuer as specified in its charter)

            Delaware                                          13-4196258
-----------------------------------                      --------------------
(State  or  other  jurisdiction  of                        (I.R.S.  Employer
incorporation  or  organization)                         Identification  No.)


337  Avenue  de  Bruxelles  La  Seyne-Sur-Mer  (France)           83507
------------------------------------------------------------------------------
(Address  of  principal  executive  offices)                   (Zip  Code)

                              (011) (33) 494-109810
                        ---------------------------------
                (Issuer's telephone number, including area code)


Indicate by check mark whether the registrant has (1) 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 the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.  Yes  [X]   No  [   ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of the latest practicable date: At February 1, 2004, the issuer had
outstanding  17,309,399  shares  of  Common  Stock.

Transitional  Small  Business  Disclosure  Format:  Yes  |_|  No  |X|



<PAGE>

<TABLE>
<CAPTION>

                            HERITAGE WORLDWIDE, INC.
                                DECEMBER 31, 2003
                         QUARTERLY REPORT ON FORM 10-QSB

                                TABLE OF CONTENTS

                                                                         Page Number
<S>      <C>                                                                 <C>
         Special Note Regarding Forward Looking Information                   3

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements                                                 4
Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operation                                  10
Item 3.  Controls and Procedures                                             13

                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                   13
Item 2.  Changes in Securities and Use of Proceeds                           13
Item 3.  Defaults in Senior Securities                                       15
Item 4.  Submission of Matters to a Vote of Security Holders                 15
Item 5.  Other Information                                                   15
Item 6.  Exhibits and Reports on Form 8-K                                    15
</TABLE>


                                        2
<PAGE>

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS


     To  the  extent  that the information presented in this Quarterly Report on
Form  10-QSB  for  the  quarter  ended  December  31,  2003  discusses financial
projections,  information  or  expectations  about  our  products or markets, or
otherwise  makes  statements  about  future  events,  such  statements  are
forward-looking.  We  are making these forward-looking statements in reliance on
the  safe  harbor  provisions of the Private Securities Litigation Reform Act of
1995.  Although  we  believe  that  the  expectations  reflected  in  these
forward-looking  statements  are  based  on  reasonable assumptions, there are a
number  of  risks  and  uncertainties  that could cause actual results to differ
materially  from  such forward-looking statements. These risks and uncertainties
are  described,  among  other  places in this Quarterly Report, in "Management's
Plan  of  Operation."

     In  addition,  we  disclaim  any  obligations to update any forward-looking
statements  to  reflect events or circumstances after the date of this Quarterly
Report.  When  considering  such  forward-looking statements, you should keep in
mind  the  risks  referenced  above  and the other cautionary statements in this
Quarterly  Report.


                                        3
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS

Consolidated  Balance  Sheet  as  of  December  31,  2003  (unaudited)         5

Consolidated Statements of Operations for the three months and six months
           ended  December  31,  2003  and  December 31, 2002 (unaudited)      6

Consolidated  Statements  of  Cash  Flows  for  the  six  months  ended
           December  31,  2003  and  December  31,  2002  (unaudited)          7

Notes  to  Consolidated  Financial  Statements  (unaudited)                    8


                                        4
<PAGE>

<TABLE>
<CAPTION>

                           HERITAGE WORLDWIDE, INC. AND SUBSIDIARY
                                 CONSOLIDATED BALANCE SHEET
                                      DECEMBER 31, 2003
                                         (Unaudited)




                                           ASSETS
<S>                                                                             <C>

Current Assets:
  Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   412,322
  Accounts receivable, net of an allowance for doubtful accounts of $1,077,918    4,575,608
  Inventories, net of allowance of $657,700. . . . . . . . . . . . . . . . . .    3,661,909
  Prepaid expenses and other current assets. . . . . . . . . . . . . . . . . .      786,407
                                                                                ------------

    Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . .    9,436,246

Property and equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . .    2,049,704
Discount on convertible debentures . . . . . . . . . . . . . . . . . . . . . .      477,260
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      965,871
Investment, at cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      694,232
Deferred income tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,402,915
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      120,183
                                                                                ------------

                                                                                $15,146,411
                                                                                ============

                            LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Bank overdraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 1,861,867
  Accounts payable and accrued expenses. . . . . . . . . . . . . . . . . . . .    5,368,906
  Current portion of long term debt. . . . . . . . . . . . . . . . . . . . . .      226,972
  Due to stockholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      181,557
  Warranty reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      205,065
  Deferred income tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      470,503
                                                                                ------------

    Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . .    8,314,870

Convertible debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . .      500,000
Long term debt, net of current portion . . . . . . . . . . . . . . . . . . . .      311,367
                                                                                ------------

                                                                                  9,126,237
                                                                                ------------

Stockholders' Equity:
  Common stock; $.001 par value, 50,000,000 shares authorized,
    29,279,399 shares issued 17,279,399 shares outstanding . . . . . . . . . .       17,279
  Additional paid in capital . . . . . . . . . . . . . . . . . . . . . . . . .    5,290,563
  Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . .    1,498,894
  Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (786,562)
                                                                                ------------

                                                                                  6,020,174
Treasury stock, 12,000,000 shares, at cost . . . . . . . . . . . . . . . . . .            -
                                                                                ------------

    Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . .    6,020,174
                                                                                ------------

                                                                                $15,146,411
                                                                                ============
</TABLE>

See  Notes  to  Consolidated  Financial  Statements.


                                        5
<PAGE>

<TABLE>
<CAPTION>

                                 HERITAGE WORLDWIDE, INC. AND SUBSIDIARY
                                  CONSOLIDATED STATEMENTS OF OPERATIONS
                                               (Unaudited)

                                                      Six  Months  Ended         Three  Months  Ended
                                                         December  31,               December  31,
                                                  --------------------------  --------------------------
                                                      2003          2002          2003          2002
                                                  ------------  ------------  ------------  ------------
<S>                                               <C>           <C>           <C>           <C>
Revenue. . . . . . . . . . . . . . . . . . . . .  $ 6,296,316   $ 3,242,406   $ 3,681,670   $ 1,991,031
Cost of sales. . . . . . . . . . . . . . . . . .    3,764,499     1,489,023     2,589,689       839,281
                                                  ------------  ------------  ------------  ------------

    Gross profit . . . . . . . . . . . . . . . .    2,531,817     1,753,383     1,091,981     1,151,750
                                                  ------------  ------------  ------------  ------------

Operating expenses:
  Selling, general and administrative. . . . . .    2,132,576     1,545,416     1,208,857       842,491
  Bad debts. . . . . . . . . . . . . . . . . . .      818,197       124,260       814,115       125,932
  Inventories write down . . . . . . . . . . . .    3,049,956             -     3,049,956             -
  Research and development . . . . . . . . . . .      735,487       808,296       419,732       463,199
                                                  ------------  ------------  ------------  ------------

    Total operating expenses . . . . . . . . . .    6,736,216     2,477,972     5,492,660     1,431,622
                                                  ------------  ------------  ------------  ------------

Loss before other (expense) and benefit
  for income taxes . . . . . . . . . . . . . . .   (4,204,399)     (724,589)   (4,400,679)     (279,872)
                                                  ------------  ------------  ------------  ------------

Other income (expense):
  Other income (expense) . . . . . . . . . . . .       (1,953)       (1,315)       (1,625)       34,941
  Interest expense . . . . . . . . . . . . . . .      (91,991)      (45,844)      (57,790)      (22,444)
                                                  ------------  ------------  ------------  ------------

    Total other income (expense) . . . . . . . .      (93,944)      (47,159)      (59,415)       12,497
                                                  ------------  ------------  ------------  ------------

Loss before benefit for income taxes . . . . . .   (4,298,343)     (771,748)   (4,460,094)     (267,375)

Benefit for income taxes . . . . . . . . . . . .      371,774       264,941       425,017        91,790
                                                  ------------  ------------  ------------  ------------

    Net loss . . . . . . . . . . . . . . . . . .   (3,926,569)     (506,807)   (4,035,077)     (175,585)

Other comprehensive income, net of taxes
  Foreign currency translation adjustment. . . .      119,103       778,015       501,600     1,506,583
                                                  ------------  ------------  ------------  ------------

    Comprehensive income (loss). . . . . . . . .  $(3,807,466)  $   271,208   $(3,533,477)  $ 1,330,998
                                                  ============  ============  ============  ============


Basic net loss per common share. . . . . . . . .  $     (0.24)  $     (0.03)  $     (0.24)  $     (0.01)
                                                  ============  ============  ============  ============

Basic weighted average common
  shares outstanding . . . . . . . . . . . . . .   16,516,692    16,166,667    16,821,718    16,166,667
                                                  ============  ============  ============  ============
</TABLE>

See Notes to Consolidated Financial Statements.


                                        6
<PAGE>

<TABLE>
<CAPTION>
                     HERITAGE WORLDWIDE, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                               Six Months
                                                          Ended December  31,
                                                       ------------------------
                                                           2003         2002
                                                       ------------  ----------
<S>                                                    <C>           <C>
Cash flows from operating activities:
  Net loss. . . . . . . . . . . . . . . . . . . . . .  $(3,926,569)  $(506,807)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization . . . . . . . . .      303,300     387,266
      Accretion of interest on convertible debentures       22,740           -
      Provision for doubtful accounts . . . . . . . .      818,197           -
      Provision for obsolete inventories. . . . . . .    3,707,657           -
      Deferred income tax . . . . . . . . . . . . . .     (360,885)   (269,594)
      Provision for customer warranty . . . . . . . .       72,055           -
  Change in operating assets and liabilities:
    Accounts receivable . . . . . . . . . . . . . . .   (1,486,525)    671,398
    Inventories . . . . . . . . . . . . . . . . . . .   (1,109,919)   (279,822)
    Prepaid expenses and other current assets . . . .        2,489      11,570
    Accounts payable and accrued expenses . . . . . .      774,019    (396,467)
                                                       ------------  ----------

Net cash used in operating activities . . . . . . . .   (1,183,441)   (382,456)
                                                       ------------  ----------

Cash flows from investing activities:
  Purchases of property and equipment . . . . . . . .     (161,791)    (81,856)
                                                       ------------  ----------

Cash flows from financing activities:
  (Decrease) increase in bank overdraft . . . . . . .     (224,133)    543,432
  Proceeds from long term debt. . . . . . . . . . . .            -      53,723
  Repayment of long term debt . . . . . . . . . . . .     (160,473)   (162,962)
  Proceeds from sale of convertible debentures. . . .      500,000           -
  Proceeds from sale of common stock. . . . . . . . .    1,522,629           -
  Decrease in due to stockholder. . . . . . . . . . .       (9,179)    (26,635)
                                                       ------------  ----------

Net cash provided by financing activities . . . . . .    1,628,844     407,558
                                                       ------------  ----------

Effect of exchange rate changes on cash . . . . . . .       21,646      72,868
                                                       ------------  ----------

Increase in cash. . . . . . . . . . . . . . . . . . .      305,258      16,114

Cash, beginning of year . . . . . . . . . . . . . . .      107,064      65,720
                                                       ------------  ----------

Cash, end of year . . . . . . . . . . . . . . . . . .  $   412,322   $  81,834
                                                       ============  ==========

Supplemental disclosures of cash flow information:
  Cash paid during the year for interest. . . . . . .  $    69,251   $  37,356
                                                       ============  ==========
</TABLE>

See  Notes  Consolidated  Financial  Statements.


                                        7
<PAGE>

                    HERITAGE WORLDWIDE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003
                                   (Unaudited)


NOTE  1  -  NATURE  OF  BUSINESS  AND  ACQUISITION

Heritage  Worldwide,  Inc.  (the  "Company")  is  incorporated  in  the State of
Delaware.  The  Company  and  its  subsidiaries develop, manufacture, and market
breast  and  other body implants and body support products throughout the world.

On  October  14, 2003 the Company acquired all the issued and outstanding common
stock  of  OS  MXM,  Inc,  ("OS")  a  Delaware  corporation  with  no assets, or
operations  for  100 shares of its common stock valued at $325.  The acquisition
was  accounted  for as a purchase.  OS was acquired to reintroduce the Company's
breast  implants  into  the  United  States  market.

NOTE  2  -  BASIS  OF  PRESENTATION  AND  CONSOLIDATION

The  accompanying unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting  principles  for  interim
financial  information  and  with the instructions to Form 10-QSB.  Accordingly,
they  do  not include all of the information and footnotes required by generally
accepted  accounting  principles  for  complete  financial  statements.  In  the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered  necessary  for  a  fair  presentation have been included.  Operating
results  for  the  six-months  ended  December  31,  2003  are  not  necessarily
indicative  of  the results that may be expected for the fiscal year ending June
30,  2004.  For  further  information,  refer  to  the  financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-KSB for the
fiscal  year  ended  June  30,  2003.

The  accompanying  consolidated  financial  statements  present  the  results of
operations  of  the  Company  and its wholly owned subsidiary for the six-months
ended  December  31, 2003 and 2002 and OS from October 14, 2003 through December
31,  2003.  All  material  intercompany  accounts  and  transactions  have  been
eliminated  in  consolidation.

NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Use  of  Estimates

In  preparing  financial  statements  in  conformity  with accounting principals
generally  accepted  in  the United States of America, management is required to
make  estimates  and  assumptions that affect the reported amounts of assets and
liabilities  and the disclosure of contingent assets and liabilities at the date
of  the  financial  statements  and  revenues  and expenses during the reporting
period.  Actual  results  could  differ  from  those  estimates.

Change  in  accounting  estimate

Effective  October  1,  2003  the Company adopted a new method of estimating for
obsolete inventory and has recorded an inventory write down of $3,049,956 in the
quarter  ended  December  31,  2003.

New  Accounting  Pronouncements

Management  does  not  believe  that  recently  issued,  but  not  yet effective
accounting  pronouncements  if currently adopted would have a material effect on
the  accompanying  financial  statements.


                                        8
<PAGE>

                    HERITAGE WORLDWIDE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003
                                   (Unaudited)


NOTE  4  -  EQUITY  TRANSACTIONS

On November 6, 2003 the Company issued 1,052,632 shares of its common stock to a
United  Kingdom  investment  trust  in  exchange  for  1,988,668  shares  of the
investment  trust.  The  Company immediately sold these shares for approximately
$1,485,000.

NOTE  5  -  CONVERTIBLE  DEBENTURES

On  October  9, 2003 OS entered into a convertible debentures purchase agreement
(the "Agreement") to sell $1,000,000 of 1% convertible debentures due on October
9,  2008.  Interest  accrues from the date of the transactions and is payable in
cash  or  common  stock, at the option of the debenture holder.  In the event of
default,  as  defined  in the Agreement, interest shall accrue at 15% per annum.
The conversion price shall be the lesser of (a) $1.25 or (b) 100% of the average
three  lowest  closing bid prices during the last forty trading days immediately
preceding  the conversion.  As part of the Agreement, OS is required to maintain
a  common  stock escrow account with 10,000,000 shares of common stock.  As part
of  the  merger  the Company assumed all the obligations and responsibilities of
the  Agreement.  The  Company  received  $500,000  during  December 2003 and the
remaining  $500,000  on  January  9,  2004.

NOTE  6  -  LEGAL  CONTINGENCIES

There  have  been  no  material  developments on the legal matters as previously
disclosed  in  the  financial  statements  for  the  year  ended  June 30, 2003.

NOTE  7  -  SUBSEQUENT  EVENT

On  February  26,  2004  the Company issued 25,000 shares of its common stock to
various  unrelated third parties for services rendered, valued at the fair value
of  the  Company's common stock, $81,250.  The Company also issued 10,000 shares
of  its  common  stock  to  their  legal counsel for the value of their services
rendered, $10,000.  Additionally, the Company issued 25,000 shares of its common
stock  to an entity owned by the Company's legal counsel for investment advisory
services  valued  at  the  fair  value  of  Company's  common  stock,  $81,250.


                                        9
<PAGE>

ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS

BACKGROUND

     Heritage  entered  in  to  an Acquisition Agreement (the "Agreement") dated
February  28,  2003  with  Milo  Finance,  S.A.  ("Milo"),  a Luxembourg limited
liability entity. Milo was the principal shareholder of Poly Implants Protheses,
S.A.  ("PIP"),  a French limited liability entity. The transactions contemplated
by  the  Agreement  closed  on  March  1,  2003.

     Under  the  terms  of the Agreement, the Company acquired 225,504 shares of
the  capital  stock of PIP.  PIP is a manufacturer and international distributor
of  breast  implants,  body  support  products  and  other  implants.

     The  shares  of  capital  stock acquired by the Company under the agreement
represent  99.3%  of  the outstanding capital stock of PIP. As consideration for
the  PIP  capital  stock,  Heritage issued to Milo, the principal shareholder of
PIP,  a total of 13,741,667 shares of its common stock. After the closing of the
acquisition,  Milo has direct and beneficial ownership and control of 85% of the
outstanding  common stock of the Company. The common stock was issued to Milo in
a  private  placement  without registration under the Securities Act of 1933, as
amended.

     Poly  Implants  Prostheses,  S.A.  (PIP)  was  formed  as  a French limited
liability  entity  in  1991.  PIP is currently the third leading manufacturer of
breast  implants  sold  in the international market.  PIP also manufactures body
support  products  and  other  implants.  PIP currently sells its products in 40
countries  worldwide.  PIP  is  not  now selling any of its products in the U.S.
market.  PIP  previously sold certain breast implant products in the U.S. market
but  such  sales  ceased  in  May  2000  as a result of changes in Food and Drug
Administration  ("FDA")  regulations.  PIP  intends  to re-enter the U.S. market
when  it  can  satisfy  current  FDA  requirements.

RESULTS  OF  OPERATIONS

     Three  Months  Ended  December  31,  2003  Compared  to  Three Months Ended
December  31,  2002

     During  the  three  months  ended  December  31,  2003 (the "2003 Period"),
revenues  were  $3,681,670  compared  to revenues of $1,991,031 during the three
months  ended December 31, 2002 (the "2002 Period"). This represents an increase
of  approximately  84.9%.

     Gross  profit  was $1,091,981 during the 2003 Period compared to $1,151,750
during  the  2002 Period. Gross profits as a percentage of revenues decreased to
approximately  29.7%  during  the  2003 Period compared to 57.8% during the 2002
Period.


                                       10
<PAGE>

     During  the  2003 Period we adopted a new method of estimating the value of
our  inventory.  The adoption of this new method resulted in a write down in the
value of our inventory of $3,049,956 with no corresponding write down during the
2002  Period.  This  write down was charged to our operating expenses during the
2003  Period.

     Selling,  general  and  administrative  expenses were $1,208,857 during the
2003  Period  compared  to  $842,491 during the 2002 Period. This increase was a
result  of  the  implementation  of increased selling efforts in new markets. We
also  implemented  a  policy  of  limiting  overhead  expenses.

     Research and development expenses decreased slightly to $419,732 during the
2003  Period from $463,199 during the 2002 Period. We continue our commitment to
develop  new  products  and  improve  existing  lines  of  products.

     During  the  2003  Period  we  had  an  expense  for bad debts of $814,115,
compared  to  an  expense  for bad debts of $125,932 during the 2002 Period. The
increase  was  due to the writing off of overdue accounts that we determined are
unlikely  to  be  collected.

     During  the  2003 Period we had a benefit for income taxes of $425,017 on a
loss  of $4,460,094, compared to a benefit for income taxes of $91,790 on a loss
of  $267,375  during  the  2002  Period.

     During  the  2003  Period we had a net loss of $4,035,077 compared to a net
loss  of  $175,585  during  the  2002  Period.  The increase in our loss was due
primarily to the increase in our expense for bad debts and the write down in the
value  of  our  inventory  described  above.


     Six  Months  Ended  December 31, 2003 Compared to Six Months Ended December
31,  2002

     During the six months ended December 31, 2003 (the "2003 Period"), revenues
were  $6,296,316  compared to revenues of $3,242,406 during the six months ended
December  31,  2002  (the  "2002  Period").  This  represents  an  increase  of
approximately  94.2%.

     Gross  profit  was $2,531,817 during the 2003 Period compared to $1,753,383
during  the  2002 Period. Gross profits as a percentage of revenues decreased to
approximately  40.2%  during  the  2003 Period compared to 54.1% during the 2002
Period.

     During  the  2003 Period we adopted a new method of estimating the value of
our  inventory.  The adoption of this new method resulted in a write down in the
value  of  our  inventory of $3,049,956, with no corresponding write down during
the  2002  Period.  This write down was charged to our operating expenses during
the  2003  Period.


                                       11
<PAGE>

     Selling,  general  and  administrative  expenses were $2,132,576 during the
2003  Period  compared to $1,545,416 during the 2002 Period. This increase was a
result  of  the  implementation  of increased selling efforts in new markets. We
also  implemented  a  policy  of  limiting  overhead  expenses.

     Research and development expenses decreased slightly to $735,487 during the
2003  Period from $808,296 during the 2002 Period. We continue our commitment to
develop  new  products  and  improve  existing  lines  of  products.

     During  the  2003  Period  we  had  an  expense  for bad debts of $818,197,
compared  to  an  expense  for bad debts of $124,260 during the 2002 Period. The
increase  was  due to the writing off of overdue accounts that we determined are
unlikely  to  be  collected.

     During  the  2003 Period we had a benefit for income taxes of $371,774 on a
loss of $4,298,343, compared to a benefit for income taxes of $264,941 on a loss
of  $771,748  during  the  2002  Period.

     During  the  2003  Period we had a net loss of $3,926,569 compared to a net
loss  of  $506,807  during  the  2002  Period.  The increase in our loss was due
primarily to the increase in our expense for bad debts and the write down in the
value  of  our  inventory  described  above.


     General

     We ceased making sales in the United States market in May 2000, as a result
of  changes  in  FDA  regulations.  At  that  time,  the U.S. market represented
approximately $4 million, or 40%, of revenues for the fiscal year ended June 30,
2000.  In  July 2000, we began to take the necessary measures to make up for the
loss  of this market. These measures included hiring an export representative to
seek  out  new markets. We found distributors to open sales in ten new countries
in  which  no  regulatory  problems  were  anticipated.  We  began to seek sales
authorizations  in  other  potentially  large  markets.  More  recently, we have
started  the  processes  necessary for us to regain authorization to sell in the
U.S.  market.

     We are also in the process of developing new products that we hope to bring
to  market  in  2004.

     In  July 2000, we also established a new policy to limit our administrative
expenses.  Our  sales  expenses  have increased as we have attempted to open new
markets.

     During  the  six  months  ended  December  31,  2003,we encountered a tight
financial  situation  due  in  part  to our withdrawal from the U.S. market. Our
short-term  financial needs have been provided by credit lines from banks, which
are  currently  fully  utilized.


                                       12
<PAGE>

     During  the  six  months  ended  December 31, 2003, we raised approximately
$1,985,000  in  financing transactions. We issued 1,052,632 shares of our common
stock  to  raise  approximately  $1,485,000.  We  also  issued  our  convertible
debenture  to  raise  approximately  $500,000.


ITEM  3.     CONTROLS  AND  PROCEDURES

     Our  principal  executive officer and principal financial officer evaluated
the  effectiveness  of  the  Company's  disclosure  controls  and procedures (as
defined  in  Rules  13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934,  as  amended) as of the end of the period covered by this report. Based on
this  evaluation,  the  Company's  principal  executive  officer  and  principal
financial  officer have concluded that the Company's controls and procedures are
effective  in providing reasonable assurance that the information required to be
disclosed  in  this report has been recorded, processed, summarized and reported
as  of  the  end  of  the  period  covered  by  this  report.

     During  the  period  covered  by  this  report,  there  have  not  been any
significant  changes  in  our  internal  controls or, to our knowledge, in other
factors  that  could  significantly  affect  our  internal  controls.


                           PART II - OTHER INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS

     There  has  been no material developments on the legal matters disclosed in
Form  10-KSB  for  the  year  ended  June  30,  2003,  as  previously  filed.

ITEM  2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS


     On  October  9, 2003, the Company, PIP Acquisition II, Inc., a wholly-owned
subsidiary  of  the  Company,  and  OS  MXM,  Inc.,  ("OS  MXM") entered into an
Agreement  and  Plan of Merger (the "Merger Agreement"). The merger contemplated
by  the  Merger Agreement (the "Merger") was completed on October 14, 2003. As a
result of the Merger, OS MXM became a wholly-owned subsidiary of the Company and
all  outstanding  shares  of OS MXM's capital stock held by its sole stockholder
were  converted  into  100  shares  of  the  Company's  common  stock.

     Immediately  prior  to  the  Merger,  OS  MXM  entered  into  a Convertible
Debenture  Purchase Agreement (the "Purchase Agreement"), dated as of October 9,
2003,  with  HEM  Mutual  Assurance  LLC,  pursuant  to which it sold and issued
convertible  debentures  to  HEM  in  an  aggregate  principal  amount  of up to
$1,000,000 in a private placement pursuant to Rule 504 of Regulation D under the
Securities  Act  of  1933, as amended. Two debentures in the aggregate principal
amount  of  $500,000  were  issued  for  gross proceeds of $500,000 in cash (the


                                       13
<PAGE>

"Initial  Debentures")  and  an  additional debenture in the aggregate principal
amount of $500,000 (the "Contingent Debenture" and collectively with the Initial
Debentures,  the "Debentures") was issued in exchange for a promissory note from
HEM in the principal amount of $500,000 (the "Note"). Each of the Debentures has
a  maturity date of October 8, 2008, subject to earlier conversion or redemption
pursuant to its terms, and bears interest at the rate of 1% per year, payable in
cash or shares of common stock at the option of the holder of the Debentures. As
a result of the Merger, the Company has assumed the rights and obligations of OS
MXM  in  the  private  placement,  including  OS  MXM's  obligations  under  the
Debentures  and  the  Purchase  Agreement.

     As  a  result of the Merger as of December 31, 2003, the Initial Debentures
were  convertible  into  unrestricted shares of the Company's common stock.  One
Initial  Debenture  in  the  principal  amount  of  $498,750 is convertible at a
conversion  price  that is the lower of $1.25 or the average of the three lowest
closing  per  share  bid  prices for the common stock during the 40 trading days
prior  to  conversion.  The  second Initial Debenture in the principal amount of
$1,250  is  convertible  at  $0.001  per  share.

     On January 8, 2004 the $500,000 Contingent Debenture became convertible and
subject  to  repayment  when  the  related Note from HEM was paid in full to the
Company  in  cash.  The  Contingent  Debenture  is convertible into unrestricted
shares  of the Company's common stock at a conversion price that is the lower of
$1.5625  or the average of the three lowest closing per share bid prices for the
Common  Stock  during  the  40  trading  days  prior  to  conversion.

     The  conversion  price  and  number of shares of Common Stock issuable upon
conversion  of  the  Debentures  is  subject  to adjustment for stock splits and
combinations  and  other  dilutive events. To satisfy its conversion obligations
under  the  Debentures,  we  have  placed 10,000,000 shares of common stock into
escrow  for  potential issuance to HEM upon conversion of the Debentures. Unless
and  until  the  debentures  are converted, HEM has no voting or other ownership
rights in any of the shares of our common stock held in escrow and the shares in
escrow  are  not  treated  by  us  as  being  issued  and  outstanding.

     We  are  required  to put more stock in escrow in the event that the escrow
shares  become  insufficient  to cover 200% of the principal and interest of the
outstanding  Debentures  at  the  debenture  conversion  rate.

     In addition to the foregoing, the Debentures may not be converted if and to
the  extent  that  after  such conversion the holder would beneficially own more
than  5%  of  our  then  outstanding common stock, unless the holder waives this
limitation  by  providing  us  75  days  prior  notice  of  the  waiver.

     As  of  March  1,  2004,  none of the principal and interest of the Initial
Debentures  or Contingent Debenture has been converted into the Company's Common
Stock.


                                       14
<PAGE>

     We  have  the  right  to redeem the Debentures, in whole or in part, at any
time  on  30  days  advanced  notice  for  140%  of  the principal amount of the
outstanding  Debentures  being  redeemed,  plus  accrued and unpaid interest. In
addition,  if at any time any of the Debentures are outstanding, we receive debt
or  equity  financing  in  an  amount equal to or exceeding Five Million dollars
($5,000,000)  in  a single transaction or series of related transactions, we are
required to redeem the Debentures for 150% of the amount of the then outstanding
Debentures.  If trading in our common stock is suspended (other than suspensions
of trading on such market or exchange generally or temporary suspensions pending
the  release  of material information) for more than ten trading days, or if our
common stock is delisted from the exchange, market or system on which it is then
traded and not relisted on the Over the Counter Bulletin Board within 10 trading
days,  HEM may elect to require us to redeem all then outstanding Debentures and
any  shares of our common stock held by HEM through prior conversions at a price
equal  to the sum of the aggregate market value of the common stock then held by
HEM  through prior conversions plus the value of all unconverted Debentures then
held  by  HEM,  calculated  in each case in the manner set forth in the Purchase
Agreement.  We would owe an interest penalty of 15% per year on any payments not
made  within  7  business  days  of  a  redemption  request made pursuant to the
preceding  sentence.

     Pursuant  to  the  Purchase  Agreement, we are prohibited from offering any
equity  line  of  credit,  although  we  may enter into any other debt or equity
financing

     Until  such  time as it no longer holds any Debentures, neither HEM nor its
affiliates  may  engage  in  any  short sales of our common stock if there is no
offsetting  long  position  in  our  common  stock  then  held  by  HEM  or such
affiliates.

     On  November  6, 2003, the Registrant issued 1,052,632 shares of its common
stock  to  Jubilee  Investments,  Plc.("Jubilee"),  a  United Kingdom investment
trust,  in  exchange  for 1,998,668 shares of Jubilee (the "Jubilee Shares")in a
transaction valued at 1,898,734 Pounds Sterling. Registrant immediately sold the
Jubilee  Shares  for  949,367  Pounds Sterling. The sale of the shares of common
stock  by  the  Registrant  to  Jubilee was exempt from registration pursuant to
section  4(2)  of and Regulation S under the Securities Act of 1933, as amended.

ITEM  3.     DEFAULTS  IN  SENIOR  SECURITIES

     Not  applicable.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     Not  applicable.

ITEM  5.     OTHER  INFORMATION

     Not  applicable.

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K


                                       15
<PAGE>

     (a)  Exhibits

     31.1 Rule  13(a)-14(a)/15(d)-14(a)  Certification  of  Principal  Executive
          Officer

     31.2 Rule  13(a)-14(a)/15(d)-14(a)  Certification  of  Principal  Financial
          Officer

     32.1 Section  1350  Certification  of  Chief  Executive  Officer

     32.2 Section  1350  Certification  of  Chief  Financial  Officer

     (b)  Reports  on  Form  8-K

          None.


                                   SIGNATURES

     In  accordance  with  the  requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                                 HERITAGE  WORLDWIDE,  INC.
                                                        (Registrant)


Date:  March  19,  2004                          By: /s/  Jean  Claude  Mas
                                                     ----------------------
                                                     Jean  Claude  Mas
                                                     Chairman, CEO and President


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