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 March 31, 2001

                                       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 PRODUCTIONS, INC.
             (Exact name of registrant as specified in its charter)

          Louisiana                                                   72-1358730
-------------------------------                              -------------------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

712 Fifth Avenue, 7th Floor, New York, NY                                 10019
-----------------------------------------                                 -----
(Address of principal executive offices)                              (Zip Code)

                                 (212) 582-3400
                                 --------------
              (Registrant's telephone number, including area code)

                      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 March 31, 2001, the issuer had
outstanding 14,425,000 shares of Common Stock.

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

<PAGE>

                           HERITAGE PRODUCTIONS, INC.
                                 MARCH 31, 2001
                         QUARTERLY REPORT ON FORM 10-QSB
                                TABLE OF CONTENTS

                                                                     Page Number

        Special Note Regarding Forward Looking Information .................3

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements ...............................................4
Item 2. Management's Plan of Operation ....................................14
Item 3. Quantitative and Qualitative Disclosures About Market Risk.........14

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings..................................................14
Item 2. Changes in Securities and Use of Proceeds..........................14
Item 3. Defaults Upon Senior Securities....................................14
Item 4. Submission of Matters to a Vote of Security Holders................14
Item 5. Other Information..................................................14
Item 6. Exhibits and Reports on Form 8-K...................................15


                                       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 March 31, 2001 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
Discussion and Analysis of Financial Condition and Results of Operations".

      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                                                Page
                                                                            ----

        Report of Reviewing Independent Accountant.............................5
        Balance Sheet as of March 31. 2001 ....................................6
        Income Statements .....................................................7
        Statements of Cash Flows for the three months ended
              March 31, 2001 and 2000 .........................................8
        Statements of Stockholder Equity.......................................9
        Notes to Financial Statements.........................................10


                                       4
<PAGE>

                     [Letterhead of Rogoff & Company, P.C.]

                           Accountants' Review Report

The Board of Directors and Stockholders
Heritage Productions, Inc.
712 Fifth Avenue, 7th Floor
New York, NY 10016

      We have reviewed the accompanying balance sheet of Heritage Productions,
Inc. as of March 31, 2001, and the related income statement, statement of cash
flows and of stockholders' equity for the three months then ended, in accordance
with Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants. All information included in
these financial statements is the representation of the management of Heritage
Productions, Inc.

      A review consists principally of inquiries of Company personnel and
analytical procedures applied to financial data. It is substantially less in
scope than an audit in accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

      Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them to be
in conformity with generally accepted accounting principles.

      Our review was made for the purpose of expressing limited assurance that
there are no material modifications that should be made to the financial
statements in order for them to be in conformity with generally accepted
accounting principles. The information included in the accompanying schedule of
other operating expenses is presented only for supplementary analysis purposes.
Such information has been subjected to the inquiry and analytical procedures
applied in the review of the basic financial statements, and we are not aware of
any material modifications that should be made thereto. The financial statements
for the year ended December 31, 2000 were audited by us and we expressed an
unqualified opinion on them in our report dated March 29, 2001, but we have not
performed any auditing procedures since that date.


                                        /s/ Rogoff & Company, P.C.

May 14, 2001
New York, New York


                                       5
<PAGE>

                                  BALANCE SHEET

<TABLE>
<CAPTION>
ASSETS

                                                                    March 31,   December 31,
                                                                      2001         2000
                                                                      ----         ----
                                                                  (unaudited)
<S>                                                                 <C>           <C>
Current Assets
  Cash                                                              $     --      $     --
                                                                    ========      ========

Other Assets
  Deferred tax asset, net of valuation
    allowance (Note 4)                                                    --            --
                                                                    ========      ========

Total Assets                                                        $     --      $     --
                                                                    ========      ========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Stockholders' Equity (Deficit)

Common stock, no par value authorized
  20,000,000 shares, 2,425,000
  shares issued at March 31,
  2001, and December 31, 2000                                       $ 14,675      $ 14,675

Additional paid-in-capital                                                --            --

Treasury stock, 12,000,000 shares at
 March 31, 2001 and December 31, 2000                                     --            --

Deficit accumulated during the
  development stage                                                  (14,675)      (14,675)
                                                                    --------      --------

Total Liabilities and Stockholders' Equity                          $     --      $     --
                                                                    ========      ========
</TABLE>

              The accompanying notes are an integral part of these
                              Financial Statements.


                                       6
<PAGE>

                                INCOME STATEMENT
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                     Three                 Date of
                                                 Months ended           Inception to
                                                   March 31,              March 31,
                                                   ---------
                                             2001            2000            2001
                                             ----            ----            ----
<S>                                       <C>            <C>            <C>
Net Sales                                 $       --     $       --     $        --

Cost of Goods Sold                                --             --              --
                                          ----------     ----------     -----------

Gross Profit                                      --             --              --
                                          ----------     ----------     -----------

Expenses
  Professional services                           --             --          14,675
                                          ----------     ----------     -----------

Net (loss) before income taxes                    --             --         (14,675)

Income Taxes (Note 4)                             --             --              --
                                          ----------     ----------     -----------

Net (loss)                                $       --     $       --     $   (14,675)
                                          ==========     ==========     ===========

Net income (loss) per common share
  Continuing operations                           --             --     $     (0.01)
                                          ----------     ----------     ===========

  Weighted average shares outstanding      2,425,000      2,425,000       2,175,540
                                          ==========     ==========     ===========
</TABLE>

              The accompanying notes are an integral part of these
                              Financial Statements.


                                       7
<PAGE>

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                      Three            Date of
                                                  Months ended      Inception to
                                                    March 31,         March 31,
                                                    ---------
                                                 2001        2000       2001
                                                 ----        ----       ----
Cash Flows From Operating Activities:
  Continuing operations
    Net income                                 $    --     $    --    $(14,675)
                                               -------     -------    --------

Noncash items included in net income (loss)
  Stock issued for professional services
    rendered                                        --          --       2,175

Changes in Assets and Liabilities:
  Increase in deferred tax asset                    --          --      (1,875)
  Increase in valuation allowance                   --          --      (1,875)
                                               -------     -------    --------

    Net adjustments                                 --          --       2,175
                                               -------     -------    --------

Cash Used by Operating Activities                   --          --     (12,500)
                                               -------     -------    --------

Cash Flows From Financing Activities:
  Stock issued for cash                             --          --      12,500
                                               -------     -------    --------

Cash Provided by Financing Activities               --          --      12,500
                                               -------     -------    --------

Net change in cash                                  --          --          --

Cash at beginning of period                         --          --          --
                                               -------     -------    --------

Cash at end of period                          $    --     $    --    $     --
                                               =======     =======    ========

SUPPLEMENTAL DISCLOSURES
  Amount paid for interest                     $    --     $    --    $     --
                                               =======     =======    ========

  Amount paid for income taxes                 $    --     $    --    $     --
                                               =======     =======    ========

              The accompanying notes are an integral part of these
                              Financial Statements.


                                       8
<PAGE>

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                                      Addi-
                                            Common        Common     tional       Accumu-
                                            Stock         Stock      Paid-In       lated
                                            Shares        Amount     Capital      Deficit         Total
                                            ------        ------     -------      -------         -----
<S>                                       <C>            <C>         <C>         <C>           <C>
Issuance of shares of common
stock during fiscal year 1983,
for professional services
rendered                                  2,175,000      $ 2,175          --     $     --      $  2,175

Net loss for fiscal 1983                         --           --          --       (2,175)       (2,175)
                                        -----------      -------     -------     --------      --------

Balance, December 31, 1983                2,175,000        2,175          --       (2,175)           --

There were no transactions
from January 1, 1984 to
December 31, 1996

Issuance of common stock for
cash during fiscal year 1997                250,000       12,500          --           --        12,500

Net loss for fiscal 1997                         --           --          --      (12,500)      (12,500)
                                        -----------      -------     -------     --------      --------

Balance, December 31, 1997                2,425,000      $14,675     $    --     $(14,675)           --

There were no transactions
from January 1, 1998 to
December 31, 1999

Issuance of shares in
exchange for 100% of shares
of H.P. Acquisitions, Inc.
July 5, 2000                             12,000,000           --          --           --            --

Stock of wholly owned
subsidiary treated as
treasury stock                          (12,000,000)          --          --           --            --

Net loss for period ended
  December 31, 2000                              --           --                       --            --
                                        -----------      -------     -------     --------      --------

Balance, December 31, 2000                2,425,000      $14,675     $    --     $(14,675)     $     --
                                        ===========      =======     =======     ========      ========

Net loss for period ended
  March 31, 2001                                 --           --                       --            --
                                        -----------      -------     -------     --------      --------
Balance, March 31, 2001 (unaudited)       2,425,000      $14,675     $    --     $(14,675)     $
                                        ===========      =======     =======     ========      ========
</TABLE>


                                       9
<PAGE>

                          NOTES TO FINANCIAL STATEMENTS

                March 31, 2001 (unaudited) and December 31, 2000

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES AND BUSINESS ACTIVITY

This summary of significant accounting policies of Heritage Productions, Inc.
and Subsidiaries (the Company) is presented to assist in understanding the
Company's financial statements. The financial statements and notes are
representations of the Company's management, which is responsible for their
integrity and objectivity. These accounting policies conform to generally
accepted accounting principles and have been consistently applied in the
preparation of the financial statements.

BUSINESS ACTIVITY

The Company, a Louisiana corporation located in New York City, New York, was
incorporated on March 23, 1983, and is currently in the development stage. At
the time of its incorporation, the main purposes of forming the Company were to
develop, finance, and produce record albums, cassette tapes, and compact discs
for domestic distribution, operate music publishing firms, and engage in the
business of providing personal and business management services. However, as of
the date of these financial statements, there has been no activity in the
Company since its formation. The Company's financial statement is consolidated
with that of its wholly owned subsidiaries, H.P. Acquisitions, Inc.
("Acquisitions") and Heritage Worldwide, Inc. ("Worldwide")

On February 3, 1997, the Company changed its name from Summit Productions, Inc.,
to Heritage Productions, Inc.

On July 5, 2000, the Company issued 12,000,000 shares of stock to Acquisitions
in exchange for 100% of the stock of Acquisitions, making it a wholly owned
subsidiary as of that date. Acquisitions has no assets or liabilities other than
the stock of the Company, and has conducted no business activity since its
incorporation. Worldwide has no assets or liabilities, and has conducted no
business activity since its incorporation on February 16, 2001.

NONCASH SECURITY ISSUANCE

Shares of common stock issued for other than cash have been assigned amounts
equivalent to the fair value of the services received in exchange.


                                       10
<PAGE>

ACCOUNTING METHOD

The Company's financial statements are prepared using the accrual method of
accounting.

TREASURY STOCK

The Company accounts for stock issued to its wholly owned subsidiary, H.P.
Acquisitions, Inc. as treasury stock.

INCOME (LOSS) PER SHARE

The computation of income (loss) per share of common stock is based on the
weighted average number of shares outstanding during the periods presented.

STATEMENT OF CASH FLOWS

The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents for purposes of the
statement of cash flows.

INCOME TAXES

Effective January 1, 1993, Heritage Productions, Inc. adopted SFAS No. 109,
"Accounting for Income Taxes," which requires a liability approach to financial
accounting and reporting for income taxes. The differences between the financial
statement and tax bases of assets and liabilities is determined annually.
Deferred income tax assets and liabilities are computed for those differences
that have future tax consequences using the currently enacted tax laws and rates
that apply to the periods in which they are expected to affect taxable income.
Valuation allowances are established, if necessary, to reduce deferred tax asset
accounts to the amounts that will more likely than not be realized. Income tax
expense is the current tax payable or refundable for the period, plus or minus
the net change in the deferred tax asset and liability accounts.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires the Company to make estimates and assumptions
that affect (1)the reported amounts of assets and liabilities, (2)disclosure of
contingent assets and liabilities at the date of the financial statements, and
(3)reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

NOTE 2 - BASIS OF PRESENTATION AND CONSIDERATIONS RELATED TO CONTINUED EXISTENCE

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company incurred net losses
of $14,675 for the period from inception (March 23, 1983) to March 31, 2001.
This factor, among others, raises substantial doubt as to the Company's ability
to obtain additional long-term debt and/or equity financing and achieve
profitable operations. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or
the amounts and classification of liabilities that might be necessary should the
Company be unable to continue in existence. In the interim period, management is
still seeking additional investment capital to support its entrance into a new
business venture and provide the capital needed to operate.


                                       11
<PAGE>

NOTE 3 - DEVELOPMENT STAGE COMPANY

The Company is a development stage company as defined in Financial Accounting
Standards Board Statement No. 7. It has yet to commence full-scale operations.
From inception through the date of these financial statements, the Company did
not have any revenue or earnings. At the current time, the Company has no assets
or liabilities.

If a public market develops for the Company's shares, certain privately-held
companies or business opportunities may be interested in merging with the
Company because the Company's securities would be publicly traded, thereby
allowing the privately-held company to become publicly traded through the
merger.

At the current time, the Company has no agreement to acquire or participate in
any specific business opportunity nor has it identified any opportunities for
investigation. The Company's potential future success depends upon its
management and its continuing search for a business opportunity.

NOTE 4 - INCOME TAXES

Deferred income taxes arise from temporary differences resulting from income and
expense items reported for financial accounting and tax purposes in difference
periods. Deferred taxes are classified as current or noncurrent, depending on
the classification of the assets and liabilities to which they related. Deferred
taxes arising from temporary differences that are not related to an asset or
liability are classified as current or noncurrent depending on the periods in
which the temporary differences are expected to reverse.

Amounts for deferred tax assets are as follows:

                                                                 March 31,
                                                           2001            2000
                                                           ----            ----
Deferred tax asset, net of
 valuation allowance of $1,875
 at March 31, 2001 and
 December 31, 2000                                       $    --         $    --
                                                         =======         =======

The following temporary difference gave rise to the deferred tax asset at March
31, 2001 and December 31, 2000.

                                              March 31, 2001   December 31, 2000
                                              --------------   -----------------

Tax benefit of net operating
  loss carryforward                               $ 1,875           $ 1,875

Valuation on allowance for
  judgment of realizability of
  net operating loss carryforward
  in future years                                  (1,875)           (1,875)


                                       12
<PAGE>

$2,175 of net operating loss carryforwards expired in 2000 and the related
deferred tax asset of $326, net of an equal amount of valuation allowance, were
eliminated. Because the Company has not generated taxable income since its
inception, no provision for income taxes has been made.

In addition, the Company has not filed any income tax returns since its
inception. As such, it is unclear whether expenses for services rendered in
exchange for common stock could be deducted under current federal tax law.
Assuming the providers of such services included the fair value of their
services in income on their personal tax returns, the Company should be able to
deduct such losses. However, due to the uncertainty of this inclusion, coupled
with the judgment involving the realizability of any net operating loss
carryforward due to the lack of revenues by the Company, a deferred income tax
valuation allowance has been recorded for the full amount of the deferred tax
asset attributable to the net operating loss carryforward.

Assuming that the Company is able to deduct as expenses the services rendered to
it in exchange for common stock, the Company can carry forward $12,500 in net
operating losses. These losses expire in 2012. If such losses could not be
deducted, the net operating loss carryforward would be reduced by $1,875.


                                       13
<PAGE>

ITEM 2. MANAGEMENT'S PLAN OF OPERATION

      (1) The Company's plan of operation for the next twelve (12) months will
be to seek a merger or acquisition candidate.

            (i) The Company has no current operating costs or expenses as all
services are being provided by the president at no cost and space if provided to
the Company on a rent-free basis by an affiliate of our majority shareholders.
We will not be required to raise additional money over the next twelve (12)
months.

            (ii) The Company is not engaged in any product research or
development.

            (iii) The Company has no plant or equipment to sell nor will it
acquire any over the next twelve (12) months unless it merges with or acquires a
company with plant and equipment.

            (iv) The Company has no employees, nor will it have any over the
next twelve (12) months unless it merges with or acquires a company with
employees.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Not Applicable

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      None

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

      None

ITEM 5. OTHER INFORMATION

      None


                                       14
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a) Exhibits

            None

      (b) Reports on Form 8-K

            None


                                       15
<PAGE>

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 PRODUCTIONS, INC.
                                               (Registrant)


Date: May 14, 2001                      By: /s/ Howard Blum
                                            ------------------------------------
                                             Howard Blum, President, Chief
                                             Financial Officer and Sole Director


                                       16