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, 2004

                                       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 May 1, 2004, the issuer had
outstanding  17,382,399  shares  of  Common  Stock.

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



<PAGE>

<TABLE>
<CAPTION>

                              HERITAGE WORLDWIDE, INC.
                          QUARTERLY REPORT ON FORM 10-QSB
                                   MARCH 31, 2004

                                 TABLE OF CONTENTS


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


PART I - FINANCIAL INFORMATION

  Item 1 - Financial Statements

  Consolidated Balance Sheet As of March 31, 2004 (Unaudited) . . . . . . . .     4
  Consolidated Statements of Operations (Unaudited)
    For the Three and Nine Months Ended March 31, 2004 and 2003 . . . . . . .     5
  Consolidated Statements of Cash Flows (Unaudited)
    For the Nine Months Ended March 31, 2004 and 2003 . . . . . . . . . . . .     6

  Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . .     7

  Item 2 - Management's Discussion and Analysis of Financial Condition and
    Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . .    13

  Item 3 - Control and Procedures . . . . . . . . . . . . . . . . . . . . . .    17

PART II - OTHER INFORMATION

  Item 1 - Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . .    17

  Item 2 - Changes in Securities and Use of Proceeds. . . . . . . . . . . . .    19

  Item 3 - Default in Senior Securities . . . . . . . . . . . . . . . . . . .    19

  Item 4 - Submission of Matters to a Vote of Security Holders. . . . . . . .    19

  Item 5 - Other Information. . . . . . . . . . . . . . . . . . . . . . . . .    19

  Item 6 - Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . .    20

  Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20
</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  March  31,  2004  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>

<TABLE>
<CAPTION>

                           HERITAGE WORDWIDE, INC. AND SUBSIDIARY
                                 CONSOLIDATED BALANCE SHEET
                                       March 31, 2004
                                         (Unaudited)


<S>                                                                             <C>
                                           ASSETS
Current Assets:
  Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   910,046
  Accounts receivable, net of an allowance for doubtful accounts of $1,394,682    4,929,692
  Inventories, net of provision for obsolete inventory of $3,837,710 . . . . .    2,810,404
  Prepaid expenses and other current assets. . . . . . . . . . . . . . . . . .      558,694
                                                                                ------------

     Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . .    9,208,836

Property and equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . .    2,018,772
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      987,722
Investment, at cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      709,938
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      124,178
                                                                                ------------

     Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $13,049,446
                                                                                ============

                            LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Lines of credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 2,052,256
  Accounts payable and accrued expenses. . . . . . . . . . . . . . . . . . . .    5,539,190
  Current portion of long term debt. . . . . . . . . . . . . . . . . . . . . .      197,016
  Due to stockholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      191,236
  Warranty reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      478,995
                                                                                ------------

     Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . .    8,458,693

Convertible debentures, net of discount of $928,350. . . . . . . . . . . . . .       71,650
Long term debt, net of current portion . . . . . . . . . . . . . . . . . . . .      283,568
                                                                                ------------

     Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8,813,911
                                                                                ------------

Minority interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       63,400
                                                                                ------------

Stockholders' Equity:
  Common stock; $.001 par value, 50,000,000 shares authorized,
    29,382,299 issued and 17,382,299 outstanding . . . . . . . . . . . . . . .       17,382
  Additional paid in capital . . . . . . . . . . . . . . . . . . . . . . . . .    6,009,210
  Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . .    1,712,879
  Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (3,567,336)
                                                                                ------------

     Total stockholders' equity. . . . . . . . . . . . . . . . . . . . . . . .    4,172,135
                                                                                ------------

     Total liabilities and stockholders' equity. . . . . . . . . . . . . . . .  $13,049,446
                                                                                ============
</TABLE>
                 See Notes to Consolidated Financial Statements.


                                        4
<PAGE>

<TABLE>
<CAPTION>

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



                                                  Three Months Ended           Nine Months Ended
                                                       March 31,                   March 31,
                                              --------------------------  --------------------------
                                                  2004          2003          2004          2003
                                              ------------  ------------  ------------  ------------
<S>                                           <C>           <C>           <C>           <C>
Revenue. . . . . . . . . . . . . . . . . . .  $ 1,992,002   $ 1,995,146   $ 8,288,318   $ 5,178,330

Cost of sales. . . . . . . . . . . . . . . .      933,817       869,445     4,698,316     2,618,808
                                              ------------  ------------  ------------  ------------

     Gross profit. . . . . . . . . . . . . .    1,058,185     1,125,701     3,590,002     2,559,522
                                              ------------  ------------  ------------  ------------

Operating expenses:
  Selling, general and administrative. . . .    1,589,127       541,836     3,721,703     2,040,558
  Bad debts. . . . . . . . . . . . . . . . .      (57,638)            -       760,559       113,418
  Provision for obsolete inventory . . . . .      787,754             -     3,837,710             -
  Research and development . . . . . . . . .      306,992       244,796     1,042,479       808,296
                                              ------------  ------------  ------------  ------------

     Total operating expenses. . . . . . . .    2,626,235       786,632     9,362,451     2,962,272
                                              ------------  ------------  ------------  ------------

(Loss) income before other expenses and
     income taxes. . . . . . . . . . . . . .   (1,568,050)      339,069    (5,772,449)     (402,750)
                                              ------------  ------------  ------------  ------------

Other expenses:
  Other expense. . . . . . . . . . . . . . .     (106,525)            -      (108,478)            -
  Interest expense . . . . . . . . . . . . .      (96,943)      (75,553)     (188,934)      (74,212)
                                              ------------  ------------  ------------  ------------

     Total other expenses. . . . . . . . . .     (203,468)      (75,553)     (297,412)      (74,212)
                                              ------------  ------------  ------------  ------------

(Loss) income before provision for (benefit
     from) income taxes. . . . . . . . . . .   (1,771,518)      263,516    (6,069,861)     (476,962)

  (Provision for) benefit from income taxes.     (945,856)      (90,465)     (574,082)      163,741
                                              ------------  ------------  ------------  ------------

(Loss) income before minority interest . . .   (2,717,374)      173,051    (6,643,943)     (313,221)

Minority interest. . . . . . . . . . . . . .      (63,400)            -       (63,400)            -
                                              ------------  ------------  ------------  ------------

Net (loss) income. . . . . . . . . . . . . .   (2,780,774)      173,051    (6,707,343)     (313,221)

Other comprehensive income, net of taxes
  Foreign currency translation adjustment. .      213,981       574,957       333,084       574,957
                                              ------------  ------------  ------------  ------------

     Comprehensive income (loss) . . . . . .  $(2,566,793)  $   748,008   $(6,374,259)  $   261,736
                                              ============  ============  ============  ============

Basic net (loss) income per common share . .  $     (0.16)  $      0.01   $     (0.40)  $     (0.02)
                                              ============  ============  ============  ============

Basic weighted average common
shares outstanding . . . . . . . . . . . . .   17,358,937    14,550,000    16,835,632    14,007,178
                                              ============  ============  ============  ============
</TABLE>
                 See Notes to Consolidated Financial Statements.


                                        5
<PAGE>

<TABLE>
<CAPTION>

                     HERITAGE WORDWIDE, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                        Nine Months Ended
                                                            March 31,
                                                    ------------------------
                                                        2004         2003
                                                    ------------  ----------
<S>                                                 <C>           <C>
Cash flows from operating activities:
Net loss . . . . . . . . . . . . . . . . . . . . .  $(6,707,343)  $(313,221)
Adjustments to reconcile net loss to net cash
used in operating activities:
   Interest expense related to debenture discount.       71,650           -
   Depreciation and amortization . . . . . . . . .      438,929     374,606
   Stock-based compemnsation . . . . . . . . . . .      218,750           -
   Provision for doubtful accounts . . . . . . . .    1,057,759           -
   Provision for obsolete inventories. . . . . . .    3,837,710           -
   Deferred income tax . . . . . . . . . . . . . .      574,082           -
   Provision for customer warranty . . . . . . . .      340,619           -
   Loss on sale of property and equipment. . . . .            -       4,334
   Minority interest . . . . . . . . . . . . . . .       63,400           -
Change in operating assets and liabilities:
   Accounts receivable . . . . . . . . . . . . . .   (1,763,672)   (763,767)
   Inventories . . . . . . . . . . . . . . . . . .     (251,769)    (46,736)
   Prepaid expenses and other current assets . . .       (6,674)     10,955
   Accounts payable and accrued expenses . . . . .      388,799     329,729
                                                    ------------  ----------

Net cash used in operating activities. . . . . . .   (1,737,760)   (404,100)
                                                    ------------  ----------

Cash flows from investing activities:
   Proceeds from sale of property and equipment. .            -       7,038
   Purchases of property and equipment . . . . . .     (213,057)   (246,851)
                                                    ------------  ----------

Net cash used in investing activities. . . . . . .     (213,057)   (239,813)
                                                    ------------  ----------

Cash flows from financing activities:
   (Decrease) increase in lines of credit. . . . .      (81,615)    830,148
   Proceeds from long term debt. . . . . . . . . .            -      22,716
   Repayment of long term debt . . . . . . . . . .     (216,808)   (307,743)
   Proceeds from convertible debentures. . . . . .    1,000,000           -
   Proceeds from sale of common stock. . . . . . .    1,497,342           -
   Increase in due to stockholder. . . . . . . . .      453,947           -
                                                    ------------  ----------

Net cash provided by financing activities. . . . .    2,652,866     545,121
                                                    ------------  ----------

Effect of exchange rate changes on cash. . . . . .      100,933     122,233
                                                    ------------  ----------

Increase in cash . . . . . . . . . . . . . . . . .      802,982      23,441

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

Cash, end of period. . . . . . . . . . . . . . . .  $   910,046   $  89,161
                                                    ============  ==========

Supplemental disclosures of cash flow information:
     Cash paid during the year for interest. . . .  $   113,534   $  77,272
                                                    ============  ==========
</TABLE>
                 See Notes to Consolidated Financial Statements.


                                        6
<PAGE>

                    HERITAGE WORLDWIDE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (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  nine  months  ended  March  31,  2004  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 nine
months ended  March 31, 2004 and 2003 and OS from October 14, 2003 through March
31,  2004.  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. Significant estimates
during  the  periods  include  the  allowance for doubtful accounts, reserve for
obsolete  inventory,  the  useful life of property, plant and equipment, and the
accrual  a  warrant  and  product  liability  reserve.

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 $3,837,710 in the
nine  months  ended  March  31,  2004.


                                        7
<PAGE>

                   HERITAGE WORLDWIDE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                  (Unaudited)


NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

Accounts  receivable

Accounts  receivable  are  reported  at  net  realizable  value. The Company has
established  an allowance for doubtful accounts based upon factors pertaining to
the credit risk of specific customers, historical trends, and other information.
Delinquent  accounts  are written-off when it is determined that the amounts are
uncollectible.  At  March  31,  2004,  the  allowance  for doubtful accounts was
$1,394,682.

Revenue  recognition

The  Company  recognizes  product  revenue, net of estimated sales discounts and
returns  and  allowances,  in accordance with Staff Accounting Bulletin No. 104,
"Revenue  Recognition  in  Financial  Statements"  and  SFAS  No.  48  "Revenue
Recognition  When  Right  of  Return  Exists." These statements established that
revenue can be recognized when persuasive evidence of an arrangement exists, the
product  has  been  shipped,  all  significant contractual obligations have been
satisfied,  the  fee  is  fixed  or  determinable  and  collection is reasonably
assured.

Stock  options

The  Company  accounts  for stock options issued to employees in accordance with
the  provisions  of  Accounting  Principles  Board  ("APB")  Opinion  No.  25,
"Accounting  for  Stock  Issued  to Employees," and related interpretations.  As
such,  compensation  cost  is measured on the date of grant as the excess of the
current  market  price  of  the  underlying stock over the exercise price.  Such
compensation  amounts, if any, are amortized over the respective vesting periods
of  the  option  grant.  We  adopted  the disclosure provisions of SFAS No. 123,
"Accounting  for  Stock-Based  Compensation"  and  SFAS  148,  "Accounting  for
Stock-Based  Compensation -Transition and Disclosure", which permits entities to
provide  pro  forma  net  income  (loss) and pro forma earnings (loss) per share
disclosures  for employee stock option grants as if the fair-valued based method
defined  in  SFAS  No.  123  had  been  applied.  The Company accounts for stock
options  and  stock  issued to non-employees for goods or services in accordance
with  the  fair  value  method  of  SFAS  123.

Foreign  currency  translation

For  foreign  operations  with  the  local  currency as the functional currency,
assets  and  liabilities  are  translated  from  the  local currencies into U.S.
dollars  at  the  exchange  rate prevailing at the balance sheet date. Revenues,
expenses  and  cash  flows  are  translated at the average exchange rate for the
period  to  approximate translation at the exchange rate prevailing at the dates
those  elements  are  recognized  in  the  financial  statements.  Translation
adjustments  resulting  from  the  process  of  translating  the  local currency
financial statements into U.S. dollars are included in determining comprehensive
loss.  As of March 31, 2004, the exchange rate for the Euros (EUR) was $1.188 US
for  1.00  EUR.

The  functional  currency  of  the  Company's  French  subsidiaries is the local
currency.  The  financial  statements of the subsidiary are translated to United
States  dollars  using  period-end rates of exchange for assets and liabilities,
and  the  average  rate  of  exchange  for  the  period for revenues, costs, and
expenses.  Net gains and losses resulting from foreign exchange transactions are
included  in  the  consolidated  statements  of  operations.


                                        8
<PAGE>

                    HERITAGE WORLDWIDE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (Unaudited)


NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

Inventories

Inventories  are  stated  at the lower of cost or market, cost determined by the
first-in,  first-out  (FIFO)  method.  The Company writes down its inventory for
estimated obsolescence or unmarketable inventory equal to the difference between
the  cost  of  inventory  and  the estimated market value based upon assumptions
about  future  demand  and  market  conditions.

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.

Product  Warranties

The Company provides a product replacement and warranty program on its products.
Management  estimated  the amount of potential future product replacement claims
based on statistical analysis.  Expected future obligations are determined based
on  the  history of product shipments and claims and are discounted to a current
value.  Changes to actual claims and interest rates could have a material impact
on  the  statistical  calculation  which  could  materially impact the Company's
reported  expenses  and  results  of  operations.

NOTE  4  -  EQUITY  TRANSACTIONS

During  the  quarter  ended  September  2003,  the Company sold 38,000 shares of
common  stock  for  net  proceeds  of  $38,000.

In  July  2003,  the Company issued 60,000 common shares of its common stock for
services  rendered. The shares were valued at the fair values at the date of the
grant  which  was  $1.75.  In connection with these shares, the Company recorded
non-cash  consulting  expense  of  $105,000.

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.

In  March  2004, the Company issued 35,000 common shares of its common stock for
legal  and  investment advisory services rendered. The shares were valued at the
fair  values  at the date of the grant which was $3.25. In connection with these
shares,  the  Company  recorded  non-cash  consulting  expense  of  $113,750.


                                        9
<PAGE>

                    HERITAGE WORLDWIDE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (Unaudited)

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.

The  convertible  debentures  contain  an imbedded beneficial conversion feature
since  the  fair  market  value  of the common stock exceeds the most beneficial
exercise  price  on  the  debenture  issuance  date.  The  value was computed as
$1,000,000,  which will be amortized over the respective term of the debentures.
For  the nine months ended March 31, 2004, $71,650 of the recorded debt discount
has  been  amortized  to  interest  expense.

NOTE  6  -  PROMISSORY  NOTE

Effective March 31, 2004, concurrent with an amended distribution agreement, the
Company  issued  to Medicor a revolving promissory note for certain sums to come
due  to  Medicor  based  on  Medicor's  and the manufacturer's administration of
product  warranty  and product warranty related claims.  The note bears interest
at  the rate of 6.75%.  The principal amount under the note as of March 31, 2004
was  $0.

NOTE  7  -  LEGAL  CONTINGENCIES

In  October  1999, June 2000 and July 2003, separate but related complaints were
filed  by  Saul and Ruth Kwartin, Steven M. Kwartin, and Robert and Nina Kwartin
respectively,  and  various  other  unnamed  plaintiffs,  against  Poly  Implant
Protheses,  S.A. ("PIP"), our subsidiary, our U.S. distributor Medicor Ltd, Jean
Claude  Mas,  our CEO and President, personally and others, in the Circuit Court
of  Miami-Dade  County,  Florida.

Initially,  two  cases  were  filed in October 1999, Case No. 99-25227-CA-01 and
Case No. 00-14665-CA-01.  Of the two, Case No. 99-25227 was dismissed.  The same
plaintiffs  then,  in  June 2000, filed Case No. 0322537-CA-27, alleging similar
claims to those included in the dismissed case.  In June 2003, another member of
the  same  family  filed Case No. 03-15006-CA-09, again alleging similar claims,
but  on  their own behalf.  Plaintiffs are all members of one family who purport
to be shareholders of PIP/USA, Inc., a distributor of PIP, suing derivatively on
its  behalf, and seeking to rescind various transactions between PIP.America and
PIP,  and  seeking  to  impose  liability  against PIP and its co-defendants for
unspecified monetary damages arising out of alleged tortious and other purported
wrongful  acts  concerning alleged relationships between plaintiffs, PIP and the
other  defendants.

Peggy  Williams v. PIP/USA, Inc., Case No. 03 CH 9654, Jessica Fischer Schnebel,
et  al.  v.  PIP/USA,  Inc.,  Case  No.  03CH07239, Dawn Marie Cooper, et al. v.
PIP/USA,  Inc., Case No. 03CH11316, Miriam Furman, et al. v. PIP/USA, Inc., Case
No.  03CH10832  and  Karen  S. Witt, et al. v. PIP/USA, Inc., Case No. 03CH12928
were  filed in the Circuit Court of Cook County, Illinois, Chancery Division, in
or  around  July 2003.  Counsel for Jessica Fischer Schnebel, et al. v. PIP/USA,
Inc.,  Case  No.  03CH07239  amended  her  class  action  complaint  to  include
plaintiffs  from  the  other  four  cases,  and  each  of  the  others  has been
voluntarily  dismissed.


                                       10
<PAGE>

                    HERITAGE WORLDWIDE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (Unaudited)

NOTE  7  -  LEGAL  CONTINGENCIES  (continued)

The  consolidated  amended complaint contains counts alleging product liability,
breach of the implied warranties of merchantability and fitness for a particular
purpose,  violation  of  the  Illinois  Consumer  Fraud  Act  and  third-party
beneficiary  status.  Unspecified  monetary  damages,  exemplary  damages  and
attorneys fees and costs are sought.  A motion seeking to dismiss all counts but
the  third-party beneficiary claim has been filed and a ruling is expected soon.
Our  U.S.  distributor  has tendered this case to PIP, for defense and indemnity
pursuant  to  the  distributor  agreement.

Salinas I. Landers, et al. v. Poly Implants Protheses, S.A., et al., Case No. CV
030377  was  filed in June 2003 in the Superior Court of San Luis Obispo County,
California.  Plaintiffs  purport  to  sue on behalf of themselves and an alleged
class  of  persons allegedly similarly situated for unspecific monetary damages,
exemplary  damages,  attorneys' fees and costs and injunctive relief for alleged
breach  of  express warranty and alleged violations of California's Song-Beverly
Consumer  Warranty  Act  and  Unfair  Competition Law.   Our distributor filed a
demurrer  to the action, which was denied by the Court.  Our distributor has now
filed  an  answer  to  the  complaint.  PIP  has  also  filed  an  answer to the
complaint,  and  written  discovery is in the initial stages.  A case management
hearing  occurred  on  May  5, 2004, at which time the court scheduled a date to
hear  arguments  for  and  against  class  certification.  Our  distributor  has
tendered  this  case to Poly Implant Prostheses, S.A., for defense and indemnity
pursuant  to  the  distributor  agreement.

Marsha  Dicken,  et al. v. PIP/USA, Inc., et al., Case No. 2003-05588, was filed
in  January  2003  in  the  District  Court of Harris County, Texas.  Plaintiffs
purport to sue on behalf of themselves and an alleged class of persons allegedly
similarly  situated  for  alleged  strict liability, breach of express warranty,
breach  of  implied  warranties,  violation  of  Section 402B of the Restatement
(Second)  of  Torts,  negligence,  misrepresentations,  and  violation of Texas'
Deceptive Trade Practices Act with respect to implant products.  Plaintiffs seek
an  unspecified  amount  in  alleged  compensatory damages, additional statutory
damages,  interest,  attorneys' fees and costs.  The lawsuit is in the discovery
phase  and  no  hearing  has  been  held,  or  order  entered,  concerning class
certification.  Our  distributor  has  filed  motions seeking to dismiss certain
claims  in  a  summary  judgment proceeding.  The court has scheduled a pretrial
conference  to be held in June 2004, and has specified that a trial date will be
set  shortly  thereafter.  PIP.America  has  tendered  this case to Poly Implant
Prostheses,  S.A.,  for  defense  and  indemnity.

Though  it  is  not  yet  possible  to  predict  the outcome of any of the cases
described  above,  the  Company and its subsidiaries, as applicable, have denied
plaintiffs'  allegations and are vigorously defending themselves upon the merits
of  each  lawsuit  and  against certification of any class.  All three purported
class  action cases above include two distinctly different types of claims.  The
first  of  these  arise  from  products sold by PIP/USA, Inc.  This company sold
implants  manufactured  by  Poly Implants Protheses, S.A. prior to PIP.America's
entry  into the U.S. market, which occurred in late 1999.  The next claims arise
from  products  sold by PIP.America and warranted by PIP.America.   With respect
to  claims  arising  from  products  sold  by  PIP.America,  PIP.America  is
administering  and  fulfilling  its obligations to its customers in the ordinary
course  of  business,  and  for  which  it  has  taken  appropriate  reserves.

Other  than  certain  of  its  own  warranty  claims  that  it is administering,
PIP.America  is indemnified by PIP/USA, Inc., Poly Implants Protheses, S.A., and
Poly Implants Protheses, S.A.'s President, Jean Claude Mas, personally, from all
claims,  including  those asserted above.  As a result, the Company believes the
costs  associated  with these matters will not have a material adverse impact on
the  Company's  business,  results  of  operations  or  financial  position.


                                       11
<PAGE>

                    HERITAGE WORLDWIDE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (Unaudited)

NOTE  7  -  LEGAL  CONTINGENCIES  (continued)

The  Company and its subsidiaries have been and will continue to be periodically
named  as  a  defendant  in  other  lawsuits  in  the normal course of business,
including  product  liability  and  product  warranty  claims.  Litigation,
particularly  product  liability  litigation, can be expensive and disruptive to
normal  business  operations and the results of complex legal proceedings can be
very  difficult to predict.  Claims against the Company or its subsidiaries have
been  and  are  periodically  reviewed  with  counsel  in the ordinary course of
business.  The  Company  presently  believes  it  or  its  subsidiaries  have
meritorious  defenses  in  all  lawsuits  in  which  the  Company  or any of its
subsidiaries  are  defendants,  subject to the subsidiaries' continuing warranty
obligations,  which the subsidiaries intend to continue to satisfy.  While it is
not  possible to predict the outcome of these matters, we believe that the costs
associated  with  them  will not have a material adverse impact on the Company's
business,  results  of  operations  or  financial  position.

NOTE  8  -  GOING  CONCERN  CONSIDERATIONS

As  reflected in the accompanying consolidated financial statements, the Company
has  an  accumulated  deficit  of $3,567,336, and has cash used in operations of
$1,737,760 for the nine months ended March 31, 2004.  The ability of the Company
to  continue as a going concern is dependent on achieving profitable operations,
its  ability  to generate positive cash flows from operations, and the obtaining
of  additional  equity  and/or  debt  financing  to  pay  off  outstanding  debt
obligations  and  unpaid  payroll  taxes.  There  can  be  no assurance that the
Company's  efforts will be successful.  The consolidated financial statements do
not  include any adjustments that might be necessary if the Company is unable to
continue as a going concern.  No estimate has been made should management's plan
be  unsuccessful.

NOTE  9  -  LINES  OF  CREDIT

The Company entered into a line of credit agreements with financial institutions
in the aggregate amount of $300,000. The loan bears interest at the EURIBAR rate
plus  0.50%  (1.958%  at March 31, 2004). The outstanding principal balance plus
any  interest  is  payable  on  demand  and is secured by the Company's accounts
receivable.  At  March  31,  2004, the Company owed $2,052,256 on these lines of
credit.

NOTE  10  -  SUBSEQUENT  EVENT

In  April  2004,  the  Company sold its Senior Convertible Debenture in the face
amount  of  $3,000,000  to  Armadillo Investments, PLC. In consideration for the
Debenture  the  company  received  1,595,745  ordinary  shares  of  Armadillo
Investments.  The  Company  immediately  sold  these  shares  for  approximately
$1,420,000.  The  Debenture  pays  interest at the rate of 10% per annum and the
principal  sum plus accrued interest is due on March 25, 2009.  The Debenture is
convertible  into  our  common stock at a conversion price per share of (a) four
dollars  ($4.00)  (the  "Fixed Conversion Price") or (b) eighty percent (80%) of
the  lowest closing bid price for the Common Stock in the ten (10) business days
preceding  the date of conversion, but in no event less than fifty percent (50%)
of the Fixed Conversion Price (the "Floating Conversion Price"). For purposes of
determining  the closing bid price on any day, reference shall be to the closing
bid  price  for  a  share  of Common Stock on such date on the NASD OTC Bulletin
Board,  as  reported  on  Bloomberg,  L.P.  (or  similar  organization or agency
succeeding to its functions of reporting prices).  The Company granted piggyback
registration rights with respect to the common stock into which the Debenture is
convertible.


                                       12
<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"),  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 March 31, 2004 Compared to Three Months Ended March 31, 2003
--------------------------------------------------------------------------------

During  the  three  months  ended  March  31, 2004 (the "2004 Period"), revenues
were  $1,992,002  compared  to  revenues  of  $1,995,146 during the three months
ended  March  31,  2003  (the  "2003  Period").

Gross profit was $1,058,185 during the 2004 Period compared to $1,125,701 during
the  2003  Period.  Gross  profits  as  a  percentage  of  revenues decreased to
approximately  53.1%  during  the  2004 Period compared to 56.4% during the 2003
Period.

During  the current fiscal year, 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 $787,754 with no corresponding write down during
the  2003  Period.  This write down was charged to our operating expenses during
the  2004  Period.

Selling,  general  and  administrative  expenses were $1,589,127 during the 2004
Period  compared  to $541,836 during the 2003 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 increased to $306,992 during the 2004 Period
from  $244,796 during the 2003 Period. We continue our commitment to develop new
products  and  improve  existing  lines  of  products.


                                       13
<PAGE>

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

During  the  2004  Period,  we  had  an income from bad debt recovery of $57,638
compared  to  an  expense  for  bad  debts  of  $0  during  the  2003  Period.

During the 2004 Period, we had a provision for income taxes of $945,856 on a net
loss  of  $2,780,774  compared to a provision for income taxes of $90,465 on net
income  of  $263,516  during  the  2003 Period.  In March 2004, we increased the
allowance  on  our  deferred  tax  asset  .

During  the  2004 Period, we had a net loss of $2,780,774 compared to net income
of  $173,051 during the 2003 Period.  The increase in our loss was due primarily
to  write  down  in  the  value  of our inventory described above and additional
allowances  recorded  on  our  deferred  tax  asset..

Nine  Months  Ended March 31, 2004 Compared to Nine Months Ended March 31, 2003
--------------------------------------------------------------------------------

During  the  nine months ended March 31, 2004 (the "2004 Period"), revenues were
$8,288,318  compared  to  revenues of $5,178,330 for the nine months ended March
31,  2003  (the  "2003  Period").  This  represents an increase of approximately
60%.  The  increase  was  due  primarily to increased international sales of our
products

Gross profit was $3,590,002 during the 2004 Period compared to $2,559,522 during
the  2003  Period.  Gross  profits  as  a  percentage  of  revenues decreased to
approximately  43%  during  the  2004  Period  compared to 49.4% during the 2003
Period.

During  the  2004 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 $3,837,710 with no corresponding write down during the
2003  Period.  This  write down was charged to our operating expenses during the
2004  Period.

Selling,  general  and  administrative  expenses were $3,721,703 during the 2004
Period compared to $2,040,558 during the 2003 Period. This increase was a result
of  the implementation of increased selling efforts in new markets and increased
costs  associated  with  our  reporting  requirements  with  the  Securities and
Exchange  Commission.  We  also  implemented  a  policy  of  limiting  overhead
expenses.

Research  and  development  expenses increased slightly to $1,042,479 during the
2004  Period from $808,296 during the 2003 Period. We continue our commitment to
develop  new  products  and  improve  existing  lines  of  products.

During  the  2004  Period,  we  had  an  expense  for  bad  debts  of  $760,559
compared  to  an  expense  for bad debts of $113,418 during the 2003 Period. The
increase  was  due to the writing off of overdue accounts that we determined are
unlikely  to  be  collected.

During  the  2004  Period,  we had a provision for income taxes of $574,082 on a
loss  of $6,643,943 compared to a benefit for income taxes of $163,741 on a loss
of  $476,962  during the 2003 Period.  In March 2004, we increased the allowance
on  our  deferred  tax  asset  .

During  the  2004 Period, we had a net loss of $6,707,343 compared to a net loss
of  $313,221  during  the  2003  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.


                                       14
<PAGE>

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

LIQUIDITY  AND  CAPITAL  RESOURCES

General

As  a  result  of  changes in FDA regulations, we ceased our sales in the United
States  market  in  May  2000.  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  nine  months  ended  March  31,  2004,  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.

During  the nine months ended March 31, 2004, we raised approximately $2,485,000
in  financing  transactions.  We  issued 1,052,632 shares of our common stock to
raise  approximately  $1,485,000.  Additionally,  we  issued  our  convertible
debenture  to  raise  approximately  $1,000,000.

Net cash used in operations was $(1,737,760) for the nine months ended March 31,
2004  as  compared  to  net  cash  used in operations of $(404,100) for the nine
months  ended  March 31, 2003. For the nine months ended March 31, 2004, we used
cash  to  fund  our  net  loss  of $(6,707,343) offset by non-cash items such as
stock-based  compensation  of  $218,750,  interest  expense related to debenture
discount  of  $71,650,  depreciation expense of $438,929, provision for doubtful
accounts  of  $1,057,759,  a  provision  for  obsolete  inventory of $3,837,710,
deferred  tax expense of $574,082, minority interest of $63,400, and a provision
for  customer  warranty of $340,619 as well as changes in assets and liabilities
of  $(1,633,316).  For the nine months ended March 31, 2003 we used cash to fund
our net loss of $(313,221) offset by non-cash items such as depreciation expense
of  $374,606, a loss on the sale of property and equipment of $4,334, as well as
changes  in  assets  and  liabilities  of  $(469,819).

Net  used  in  investing activities for the nine months ended March 31, 2004 was
$213,057  as  compared  to  net  cash  used in investing activities for the nine
months  ended  March 31, 2003 of $239,813. For nine months ended March 31, 2004,
we  used cash for capital expenditures of $(213,057).  For the nine months ended
March  31,  2003,  we  received  cash from the sale of property and equipment of
$7,038  offset  by  cash  used  for  capital  expenditures  of  $(246,851).

Net  cash provided by financing activities were $2,652,866 for nine months ended
March 31, 2004 as compared to $545,121 for the nine months ended March 31, 2003.
For  the  nine  months  ended  March  31,  2004,  net cash provided by financing
activities  related  primarily  to  proceeds  from  the sale of common stock and
related  party loans of $1,497,342 and $453,947, respectively, and proceeds from
convertible  debentures  of  $1,000,000 offset by repayments loans of $(216,808)
and a decrease in lines of credit of $(81,615).  For the nine months ended March
31,  2003,  net  cash  provided by financing activities related to proceeds from
lines  of  credit  of  $830,148  and  proceeds  from  debt  of $22,716 offset by
repayments  of  debt  of  $(307,743).


                                       15
<PAGE>

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

As  reflected  in  the  accompanying consolidated financial statements, we had a
accumulated deficit of $3,567,336, and had cash used in operations of $1,737,760
for  the  nine  months  ended  March  31,  2004.  The  ability of the Company to
continue as a going concern is dependent on achieving profitable operations, its
ability  to  generate  positive cash flows from operations, and the obtaining of
additional  equity and/or debt financing to pay off outstanding debt obligations
and  unpaid  payroll  taxes.  There can be no assurance that our efforts will be
successful.  The  consolidated  financial  statements  do  not  include  any
adjustments  that  might  be necessary if the Company is unable to continue as a
going  concern.  No  estimate  has  been  made  should  management's  plan  be
unsuccessful.

CRITICAL  ACCOUNTING  POLICIES

A  summary  of  significant  accounting  policies  is  included in Note 1 to the
audited  consolidated financial statements included in our filing on Form 10-KSB
as filed with the Securities and Exchange Commission for the year ended June 30,
2003.  Management  believes  that  the  application  of  these  policies  on  a
consistent  basis  enables  the Company to provide useful and reliable financial
information  about  the  company's  operating  results and financial condition.

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

We  account  for  stock  options  issued  to  employees  in  accordance with the
provisions  of  Accounting  Principles Board ("APB") Opinion No. 25, "Accounting
for  Stock  Issued  to  Employees,"  and  related  interpretations.  As  such,
compensation  cost is measured on the date of grant as the excess of the current
market price of the underlying stock over the exercise price.  Such compensation
amounts, if any, are amortized over the respective vesting periods of the option
grant.  We  adopted  the  disclosure provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation" and SFAS 148, "Accounting for Stock-Based Compensation
-Transition  and  Disclosure",  which  permits entities to provide pro forma net
income  (loss)  and pro forma earnings (loss) per share disclosures for employee
stock  option  grants as if the fair-valued based method defined in SFAS No. 123
had  been  applied.  We  account  for  stock  options  and  stock  issued  to
non-employees  for goods or services in accordance with the fair value method of
SFAS  123.

We  recognize  product  revenue,  net  of  estimated sales discounts and returns
and  allowances,  in accordance with Staff Accounting Bulletin No. 101, "Revenue
Recognition  in  Financial  Statements"  and  SFAS  No.  48 "Revenue Recognition
When  Right  of Return Exists." These statements established that revenue can be
recognized  when  persuasive evidence of an arrangement exists, the product  has
been  shipped,  all  significant  contractual  obligations  have been satisfied,
the  fee  is  fixed  or  determinable  and  collection  is  reasonably  assured.

Accounts receivable are reported at net realizable value. We have established an
allowance for doubtful accounts based upon factors pertaining to the credit risk
of  specific  customers,  historical  trends, and other information.  Delinquent
accounts  are  written-off  when  it  is  determined  that  the  amounts  are
uncollectible.

Inventories  are  stated  at the lower of cost or market, cost determined by the
first-in,  first-out  (FIFO)  method.  The Company writes down its inventory for
estimated obsolescence or unmarketable inventory equal to the difference between
the  cost  of  inventory  and  the estimated market value based upon assumptions
about  future  demand  and  market  conditions.


                                       16
<PAGE>

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

We  provide  a  product  replacement  and  warranty  program  on  its  products.
Management  estimated  the amount of potential future product replacement claims
based on statistical analysis.  Expected future obligations are determined based
on  the  history of product shipments and claims and are discounted to a current
value.  Changes to actual claims and interest rates could have a material impact
on  the  statistical  calculation  which  could  materially impact the Company's
reported  expenses  and  results  of  operations.

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

In  October  1999, June 2000 and July 2003, separate but related complaints were
filed  by  Saul and Ruth Kwartin, Steven M. Kwartin, and Robert and Nina Kwartin
respectively,  and  various  other  unnamed  plaintiffs,  against  Poly  Implant
Protheses,  S.A. ("PIP"), our subsidiary, our U.S. distributor Medicor Ltd, Jean
Claude  Mas,  our CEO and President, personally and others, in the Circuit Court
of  Miami-Dade  County,  Florida.

Initially,  two  cases  were  filed in October 1999, Case No. 99-25227-CA-01 and
Case No. 00-14665-CA-01.  Of the two, Case No. 99-25227 was dismissed.  The same
plaintiffs  then,  in  June 2000, filed Case No. 0322537-CA-27, alleging similar
claims to those included in the dismissed case.  In June 2003, another member of
the  same  family  filed Case No. 03-15006-CA-09, again alleging similar claims,
but  on  their own behalf.  Plaintiffs are all members of one family who purport
to be shareholders of PIP/USA, Inc., a distributor of PIP, suing derivatively on
its  behalf, and seeking to rescind various transactions between PIP.America and
PIP,  and  seeking  to  impose  liability  against PIP and its co-defendants for
unspecified monetary damages arising out of alleged tortious and other purported
wrongful  acts  concerning alleged relationships between plaintiffs, PIP and the
other  defendants.

Peggy  Williams v. PIP/USA, Inc., Case No. 03 CH 9654, Jessica Fischer Schnebel,
et  al.  v.  PIP/USA,  Inc.,  Case  No.  03CH07239, Dawn Marie Cooper, et al. v.
PIP/USA,  Inc., Case No. 03CH11316, Miriam Furman, et al. v. PIP/USA, Inc., Case
No.  03CH10832  and  Karen  S. Witt, et al. v. PIP/USA, Inc., Case No. 03CH12928
were  filed in the Circuit Court of Cook County, Illinois, Chancery Division, in
or  around  July 2003.  Counsel for Jessica Fischer Schnebel, et al. v. PIP/USA,
Inc.,  Case  No.  03CH07239  amended  her  class  action  complaint  to  include
plaintiffs  from  the  other  four  cases,  and  each  of  the  others  has been
voluntarily  dismissed.  The  consolidated  amended  complaint  contains  counts
alleging  product liability, breach of the implied warranties of merchantability
and  fitness  for a particular purpose, violation of the Illinois Consumer Fraud
Act and third-party beneficiary status.  Unspecified monetary damages, exemplary
damages  and  attorneys  fees and costs are sought.  A motion seeking to dismiss
all  counts but the third-party beneficiary claim has been filed and a ruling is
expected  soon.  Our U.S. distributor has tendered this case to PIP, for defense
and  indemnity  pursuant  to  the  distributor  agreement.


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Salinas I. Landers, et al. v. Poly Implants Protheses, S.A., et al., Case No. CV
030377  was  filed in June 2003 in the Superior Court of San Luis Obispo County,
California.  Plaintiffs  purport  to  sue on behalf of themselves and an alleged
class  of  persons allegedly similarly situated for unspecific monetary damages,
exemplary  damages,  attorneys' fees and costs and injunctive relief for alleged
breach  of  express warranty and alleged violations of California's Song-Beverly
Consumer  Warranty  Act  and  Unfair  Competition Law.   Our distributor filed a
demurrer  to the action, which was denied by the Court.  Our distributor has now
filed  an  answer  to  the  complaint.  PIP  has  also  filed  an  answer to the
complaint,  and  written  discovery is in the initial stages.  A case management
hearing  occurred  on  May  5, 2004, at which time the court scheduled a date to
hear  arguments  for  and  against  class  certification.  Our  distributor  has
tendered  this  case to Poly Implant Prostheses, S.A., for defense and indemnity
pursuant  to  the  distributor  agreement.

Marsha  Dicken,  et al. v. PIP/USA, Inc., et al., Case No. 2003-05588, was filed
in  January  2003  in  the  District  Court of Harris County, Texas.  Plaintiffs
purport to sue on behalf of themselves and an alleged class of persons allegedly
similarly  situated  for  alleged  strict liability, breach of express warranty,
breach  of  implied  warranties,  violation  of  Section 402B of the Restatement
(Second)  of  Torts,  negligence,  misrepresentations,  and  violation of Texas'
Deceptive Trade Practices Act with respect to implant products.  Plaintiffs seek
an  unspecified  amount  in  alleged  compensatory damages, additional statutory
damages,  interest,  attorneys' fees and costs.  The lawsuit is in the discovery
phase  and  no  hearing  has  been  held,  or  order  entered,  concerning class
certification.  Our  distributor  has  filed  motions seeking to dismiss certain
claims  in  a  summary  judgment proceeding.  The court has scheduled a pretrial
conference  to be held in June 2004, and has specified that a trial date will be
set  shortly  thereafter.  PIP.America  has  tendered  this case to Poly Implant
Prostheses,  S.A.,  for  defense  and  indemnity.

Though  it  is  not  yet  possible  to  predict  the outcome of any of the cases
described  above,  the  Company and its subsidiaries, as applicable, have denied
plaintiffs'  allegations and are vigorously defending themselves upon the merits
of  each  lawsuit  and  against certification of any class.  All three purported
class  action cases above include two distinctly different types of claims.  The
first  of  these  arise  from  products sold by PIP/USA, Inc.  This company sold
implants  manufactured  by  Poly Implants Protheses, S.A. prior to PIP.America's
entry  into the U.S. market, which occurred in late 1999.  The next claims arise
from products sold by PIP.America and warranted by PIP.America.  With respect to
claims  arising  from products sold by PIP.America, PIP.America is administering
and  fulfilling  its  obligations  to  its  customers  in the ordinary course of
business,  and  for which it has taken appropriate reserves.  Other than certain
of  its own warranty claims that it is administering, PIP.America is indemnified
by  PIP/USA,  Inc.,  Poly Implants Protheses, S.A., and Poly Implants Protheses,
S.A.'s  President, Jean Claude Mas, personally, from all claims, including those
asserted  above.  As  a  result,  the Company believes the costs associated with
these matters will not have a material adverse impact on the Company's business,
results  of  operations  or  financial  position.

The  Company and its subsidiaries have been and will continue to be periodically
named  as  a  defendant  in  other  lawsuits  in  the normal course of business,
including  product  liability  and  product  warranty  claims.  Litigation,
particularly  product  liability  litigation, can be expensive and disruptive to
normal  business  operations and the results of complex legal proceedings can be
very  difficult to predict.  Claims against the Company or its subsidiaries have
been  and  are  periodically  reviewed  with  counsel  in the ordinary course of
business.  The  Company  presently  believes  it  or  its  subsidiaries  have
meritorious  defenses  in  all  lawsuits  in  which  the  Company  or any of its
subsidiaries  are  defendants,  subject to the subsidiaries' continuing warranty
obligations,  which the subsidiaries intend to continue to satisfy.  While it is
not  possible to predict the outcome of these matters, we believe that the costs
associated  with  them  will not have a material adverse impact on the Company's
business,  results  of  operations  or  financial  position.


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ITEM  2.   CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

During  the  quarter  ended  September  2003,  the Company sold 38,000 shares of
common  stock  for  net  proceeds  of  $38,000.

In  July  2003,  we issued 60,000 common shares of its common stock for services
rendered.  The  shares  were  valued at the fair values at the date of the grant
which  was  $1.75.

On  November  6, 2003 we 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.

In  March 2004, we issued 35,000 common shares of its common stock for legal and
investment advisory services rendered. The shares were valued at the fair values
at  the  date  of  the  grant  which  was  $3.25.

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

The  Company  is  party  to  a  distribution agreement with Medicor Ltd. and its
subsidiary,  PIP.America,  which  provides  for  the  sale by Medicor of certain
surgically implantable prostheses in North America.  Previously, the Company was
undertaking  the process of securing FDA approval for these products.   At March
30,  2004,  Medicor had approximately $1,050,000 of accounts receivable from the
Company,  representing  amounts  owed  to  the  Company  under  the terms of the
distribution  agreement.

Effective  March  30,  2004,  the  Company  and Medicor amended the distribution
agreement  to  provide  for,  among  other  things, transferring administration,
funding  and  ownership  of  the  pre-market  approval  application  process  to
Medicor's  subsidiary.  In conjunction with this change, Medicor forgave certain
amounts  owed  by  the  manufacturer, and the parties amended the pricing terms.

The  amendments  obligate  Medicor  to  fund the ongoing clinical and regulatory
costs  and expenses.  The amount and timing of these costs is unknown and may be
material.  Because  Medicor  has  just  undertaken management of the application
process, the likelihood and timing of obtaining FDA approval are also uncertain.

Concurrently,  the  Company  issued  to  Medicor a revolving promissory note for
certain  sums  to  come due to Medicor based on Medicor's and the manufacturer's
administration  of  product  warranty  and product warranty related claims.  The
note  bears  interest at the rate of 6.75%.  The principal amount under the note
as  of  March  30,  2004  was  $0.


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ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits

     10.1*  Form  of  Amended  Distribution  Agreement
     10.2*  Form  of  Promissory  Note
     10.3   Debenture  Purchase  Agreement
     10.4   Senior  Convertible  Debenture
     10.5   Registration  Rights  Agreement
     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

     On  March  23,  2004,  we  filed an 8-K reporting a change in our
certifying  accountants.

*  Certain  portions  of this Exhibit, for which confidential treatment has been
requested,  have  been  redacted  and  filed  separately with the Securities and
Exchange  Commission.  These  Exhibits  are incorporated by reference to Medicor
Ltd's  Form  10-QSB  for  the  quarter  ended  3/31/04.



                                   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:  May  28,  2004                         By:  /s/   Jean  Claude  Mas
                                                   --------------------------
                                                   Jean  Claude  Mas
                                                   Chairman,  CEO  and President


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