U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-KSB

 (Mark  One)

     [X]     ANNUAL  REPORT  UNDER  SECTION  13  OR  15(D)  OF  THE
             SECURITIES  EXCHANGE  ACT  OF  1934

                      FOR FISCAL YEAR ENDED: JUNE 30, 2003

                                       OR

     [ ]     TRANSITION  REPORT  UNDER  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             (IRS  Employer
of  incorporation  or  organization)        Identification No.)


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

Issuer's  telephone  number     011.33.494.10.9810
                                ------------------

Securities  registered  under  Section  12(b)  of  the  Act:  None
                                                            ------

Securities  registered  under  Section 12(g) of the Act: Common Stock, par value
                                                         -----------------------
$.001  per  share
  ---------------

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 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
                                                                      ---

Check if disclosure of delinquent filers in response to Item 405 of Regulation S
B  is  not  contained  in this form, and no disclosure will be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10 KSB or any amendment to
this  form  10  KSB.  [X  ]

State  issuer's  revenues  for  its  most  recent  fiscal  year:  $  8,470,931


                                        1
<PAGE>

As  of  September  15,  2003,  there  were 16,256,667 shares of the registrant's
common stock, par value $0.001 issued and outstanding.  Of these, 517,000 shares
are  held  by  non  affiliates of the registrant. The market value of securities
held  by  non-affiliates is approximately $ 1,680,000 based on an assumed market
value  per  share  of  $  3.25  based  on the recent sale price per share of the
registrant's  common  stock  on  October  29,2003.

Transitional  Small  Business  Disclosure  Format  (check  one):
Yes  [     ]  ;  No  [  X  ]



                       DOCUMENTS INCORPORATED BY REFERENCE

If  the following documents are incorporated by reference, briefly describe them
and  identify  the  part  of  the Form 10-KSB (e.g., Part I, Part II, etc.) into
which  the document is incorporated:  (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule  424(b) or (c) of the Securities Act of 1933, as amended ("Securities Act")
--  N/A.


                                        2
<PAGE>

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

ITEM  NUMBER  AND  CAPTION                                                 PAGE
--------------------------                                                 ----

          Special  Note  Regarding  Forward-Looking  Statements . . . . .   4

PART I
<S>     <C>                                                                <C>
    1.    Description of Business . . . . . . . . . . . . . . . . . . . .   4

    2.    Description of Property . . . . . . . . . . . . . . . . . . . .  13

    3.    Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . .  14

    4.    Submission of Matters to a Vote of Security Holders . . . . . .  14

PART II

    5.    Market for Common Equity and Related Stockholder Matters. . . .  14

    6.    Management's Discussion and Analysis of Financial Condition and
          Results of Operations . . . . . . . . . . . . . . . . . . . . .  15

    7.    Financial Statements. . . . . . . . . . . . . . . . . . . . . .  17

    8.    Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure. . . . . . . . . . . . . . . . . . . . . .  17

PART III

    9.    Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act . . . . . . .  17

   10.    Executive Compensation. . . . . . . . . . . . . . . . . . . . .  18

   11.    Security Ownership of Certain Beneficial Owners and Management.  19

   12.    Certain Relationships and Related Transactions. . . . . . . . .  21

   13.    Exhibits and Reports on Form 8 K. . . . . . . . . . . . . . . .  21

   14.    Controls and Procedures . . . . . . . . . . . . . . . . . . . .  23

</TABLE>


                                        3
<PAGE>

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Except  for  historical  information,  this report contains forward-looking
statements  within  the meaning of Section 27A of the Securities Act of 1933 and
Section  21E  of  the  Securities  Exchange  Act  of 1934.  Such forward-looking
statements  involve  risks  and  uncertainties,  including,  among other things,
statements  regarding  our  business  strategy,  future revenues and anticipated
costs  and  expenses.  Such  forward-looking  statements  include, among others,
those  statements  including  the  words  "expects",  "anticipates",  "intends",
"believes"  and  similar  language.  Our actual results may differ significantly
from  those  projected  in  the  forward-looking statements.  Factors that might
cause  or  contribute to such differences include, but are not limited to, those
discussed  in  the  section  "Management's  Discussion and Analysis of Financial
Condition  and  Results  of  Operations".  You should carefully review the risks
described  in  other documents we file from time to time with the Securities and
Exchange  Commission.  You  are  cautioned  not  to  place undue reliance on the
forward-looking  statements, which speak only as of the date of this report.  We
undertake no obligation to publicly release any revisions to the forward-looking
statements  or  reflect events or circumstances after the date of this document.


                                     PART I

ITEM  1.      DESCRIPTION  OF  BUSINESS

DEVELOPMENT  OF  THE  BUSINESS

     Heritage  Worldwide, Inc. ("Heritage" or the "Company") was incorporated in
Louisiana  in  1983 under the name of Summit Productions, Inc. In February, 1997
the  Company  changed  its  name  to Heritage Productions, Inc. It was initially
formed  for  the  purpose  of developing, producing and financing record albums,
cassette  tapes  and  compact  discs  primarily  for  country  and gospel music.

     In  March  1998,  Hershey  Moss, a private investor in St. Louis, Missouri,
acquired  a  controlling  interest  in the Company with the intent of finding an
acquisition  target  or merger candidate for the Company.  In July 2000 Mr. Moss
and  the Company entered into an agreement (the "Option Agreement") with a group
of  investors  consisting  of Ocean Strategic Holdings Limited, Global Strategic
Holdings  Limited,  GEM  Singapore  Limited,  GEM  Global Yield Fund Limited and
Howard Blum (the "Investors") granting an option to the Investors to purchase an
aggregate  of  2,048,000  shares  of  the  Company's common stock from Mr. Moss.

     In  October  2000, the Investors purchased an aggregate of 2,048,000 shares
of  the  Company's  common stock from Mr. Moss pursuant to the Option Agreement.
The  Investors  acquired this interest in the Company with the intent of finding
an  acquisition  target  or  merger  candidate  for  the  Company.

     In  connection  with the agreement with the GEM Group, the Company formed a
wholly  owned  subsidiary,  HP  Acquisitions,  Inc., a Delaware corporation, and
issued  12,000,000 shares to HP Acquisitions, Inc. in anticipation of a possible
acquisition  of  a  potential  target  identified  by  the  Investors.  No  such
acquisition  was  ever undertaken.  Such shares remain registered in the name of
HP  Acquisitions,  Inc.,  which  is  an inactive, wholly owned subsidiary of the
Company.

     The  Company,  through February 28, 2003 had no active operations. As such,
the  Company:


                                        4
<PAGE>

(i)  had  no  products  or  services;
(ii) had  not  engaged  in  or  publicly  announced  any  product  development;
(iii)  had  not  engaged  in  any  research  and  development  activities;
(iv) was  not  engaged  in  any  industry;  and
(v)  had  no  full  or  part-time  employees.

     In  the  third  quarter  of  2001, the Company's Board of Directors and the
majority  shareholders approved the change of the Company's domicile to Delaware
and  reincorporated  the Company under the laws of the state of Delaware because
such  action  was  believed  to  be in the best interests of the Company and its
shareholders  for several reasons.  Principally, the Board of Directors believed
that  it  was  essential  to be able to draw upon well-established principles of
corporate governance in making legal and business decisions.  The prominence and
predictability  of Delaware corporate law provide a reliable foundation on which
the  Company's  governance decisions can be based, and the Company believed that
shareholders  and  the Company would benefit from the responsiveness of Delaware
corporate  law  and  Delaware  courts.  For  these reasons, it was believed that
Delaware  would offer a more favorable and "user friendly" corporate environment
for  the  efficient  operation  of  a  business.  Therefore,  in September 2001,
Heritage  Productions,  Inc.,  a Louisiana corporation, was merged with and into
Heritage  Worldwide,  Inc.  The trading symbol of the Company's common stock was
changed  to  "HWWI."

THE  ACQUISITION  OF  POLY  IMPLANT  PROTHESES,  S.A.

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

     Under  the  terms  of the Agreement, the Company acquired 225,504 shares of
the  capital  stock of PIP.  PIP is a manufacturer and international distributor
of  breast implants, body support products and other implants. It is anticipated
that  the  Company  will change its name to "PIP Worldwide, Inc." or a variation
thereof  sometime  after  the  closing  and  in the interim may file appropriate
applications  with  various  state  governments to do business under the assumed
name  of  "PIP  Worldwide"  or  a  variation  thereof.

     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.

     Among  other  things, the Agreement provides that GEM Emerging Markets Ltd.
and  its  designees  (the  "Advisor")  will  use  their  best  efforts  to raise
$1,000,000  in  a  private  placement (the "Private Placement") of the Company's
common  stock.  The Private Placement will consist of 1,000,000 shares of common
stock  being  offered  at  $1.00  per share, $500,000 of which is proposed to be
invested  by  no  later  than  30 days after the closing of the acquisition (the
"First  Investment  Period") and $500,000 of which is proposed to be invested by


                                        5
<PAGE>

no  later  than  90  days  after  the  closing  of  the acquisition (the "Second
Investment  Period").

     The Advisor will receive warrants to purchase one share of Common Stock for
each  $1 raised in the Private Placement in the First Investment Period, up to a
maximum  of 500,000 warrants. The Advisor will also receive warrants to purchase
one  share  of  Common  Stock for each $1 raised in the Private Placement in the
Second Investment Period, up to a maximum of 500,000 warrants. Each warrant will
entitle  the  holder  thereof  to  purchase Common Stock at a price of $1.00 per
share,  for  a period of five years commencing on the date the warrant is issued
(the  "Advisor  Warrants").  The  Company has entered into a Registration Rights
Agreement  with the holders of the Advisor Warrants under which the holders will
have  "piggyback"  registration  rights that will allow such holders to register
the  common  stock  issuable  on  exercise  of  the  Advisor  Warrants  in  any
registration statement filed by the Company. The Advisor Warrants were issued at
the closing of the acquisition and will be held in escrow to be delivered (a) to
the  Advisor if and when they are entitled to receive them or (b) to the Company
for  cancellation  if and when the right of the Advisor to receive them expires.

     At  the  closing  of  the  acquisition,  GEM  Global  Yield Fund, Inc., GEM
Singapore,  Ltd.,  Ocean  Strategic  Holdings Ltd. and Global Strategic Holdings
Ltd.,  which  were  the  principal  shareholders  of  the  Company  prior to the
acquisition  (the  "Former  Principal  Shareholders"),  and  Milo entered into a
Stockholders' Agreement (the "Stockholders' Agreement") dated March 1, 2003. The
Stockholders'  Agreement  provides,  among  other  things,  that:

(1)     The  Former  Principal  Shareholders  will  not sell more than 1,000,000
shares  of  the  Company's  common stock during the 120-day period following the
closing.

(2)     The  Former  Principal  Shareholders  will  not sell more than 1,500,000
shares  of  the  Company's  common stock during the 240-day period following the
closing,  including any shares sold in the 120-day period following the closing.
The  Former  Principal  Shareholders  have  delivered their certificates for the
Company's  common  stock  into  escrow  to  ensure  their  compliance with these
restrictions  on  sale.

(3)     Milo  has  the  right to participate, on a share for share basis, in any
block  sale of Company common stock in excess of 300,000 shares that is arranged
by  any  of  the  Principal  Shareholders.

(4)     The  Former  Principal  Shareholders and Milo will vote their shares for
two  members  of  the  Board  of  Directors  of  Company  designated  by  Milo.

(5)     The  Former  Principal  Shareholders and Milo will vote their shares for
one  member  of  the  Board  of Directors of Company designated by the Principal
Shareholders, for so long as the Former Principal Shareholders collectively hold
at  least  7%  of  the  Company's  outstanding  common  stock.

(6)     The  Former Principal Shareholders and Milo will vote their shares for a
sufficient  number  of  mutually agreeable "independent" directors of Company to
comply  with  all  applicable  laws  and  any  listing requirements of any stock
exchange  or  automated  quotation system on which the Company's common stock is
then  listed  or  traded.


                                        6
<PAGE>

(7)     The Former Principal Shareholders and Milo will vote their shares for up
to  two  nominees  to  the  Company's audit committee and compensation committee
designated  by  Milo.

(8)     The Advisor Warrants may not be transferred by their holders without the
consent  of  Milo.

(9)     Any  stock  issued  upon the exercise of any of the Advisor Warrants may
not  be  sold  for  a  period of two years following the issuance of the Advisor
Warrants.

(10)     The Stockholders' Agreement will terminate upon the earlier to occur of
the  following:  (a)  as to a Former Principal Shareholder or an assignee of any
Advisor  Warrants,  upon  such entity or person no longer owning common stock of
Company;  or  (b) if and when the Company has consummated a public offering with
gross  proceeds  of  not  less  than  $10  million.

     The  determination  of  the  number  of  shares  of  Heritage  common stock
exchanged  for  the PIP capital stock was determined in arms-length negotiations
between  the  Boards of Directors of Heritage and of Milo. The negotiations took
into  account  the  value  of  PIP's  financial position, results of operations,
products,  prospects  and other factors relating to PIP's business. There are no
material  relationships  between  PIP  and  the  Company or any of the Company's
affiliates  or  any  director or officer of the Company, or any affiliate of any
such  officer  or  director.

THE  ACQUIRED  BUSINESS

GENERAL

     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 FDA regulations.
PIP  intends  to  re-enter  the  U.S.  market  when  it  can satisfy current FDA
requirements.

PRODUCTS

     PIP's  principal products are breast implants.  PIP develops, manufactures,
and  markets a diverse line of such implants, consisting of a variety of shapes,
sizes, and textures. PIP's breast implants consist of a shell filled with either
saline  solution  or  gel.  This  shell  may be produced with either a smooth or
textured  surface.  PIP's  breast  implants  are available in many variations to
meet  customers' preferences and needs.  Its breast implants are sold for use in
breast  augmentation,  for  cosmetic  reasons  and  for  reconstructive surgery,
following  mastectomy.

     PIP  was  the  first  company  to market a hydrogel breast prosthesis.  The
hydrogel  implant  was  developed  in response to claimed problems with silicone
implants.  PIP  has  not yet distributed or sold hydrogel breast implants in the
U.S.  market.


                                        7
<PAGE>

     In  1993, PIP marketed the first saline pre-filled breast implants.  Unlike
inflatable  implants,  they  do  not  require  additional  manipulations  during
surgery.  Such manipulation can be a source of complications, such as infection,
leakage  and  deflation.  PIP's  saline  pre-filled  breast  implants  were
successfully  sold  in the U.S. market until May 15, 2000, when, due to a change
in  FDA  regulations, PIP suspended sales of its implants in the U.S. market and
withdrew  from  the  U.S.  market.

     In 2002, PIP produced the first asymmetric prostheses. Asymmetric protheses
consist  of a set of two implants, each of which is designed for one side of the
chest,  and  is  specially  fitted  to conform to the shape of the thorax.  Such
design  alleviates  the  risks  of rotation that exists in the case of so-called
anatomical  prostheses.

     In  March  2003, PIP entered into an agreement with GFE Medizintechnik GmbH
("  GFE ") Nuremberg Germany, the worldwide leader in titanium-based coating for
medical  devices.  Under  the  terms of the agreement, PIP has obtained, for six
years,  (a)  the  exclusive  right  to  manufacture  breast  implants  using the
titanium-based  coating developed by GFE ; and (b) except for GFE, the worldwide
exclusive  right  to distribute such implants.  PIP will pay GFE for coating the
breast  implants  as  its  license  fee. As part of this agreement, PIP and GFE,
together,  intend  to  develop  a  new,  titanium-coated  breast  implant.

     The  GFE process allows the coating of the silicone based shell of a breast
implant  with a titanium/silicone compound produced by a chemical reaction based
on  nano-technology.  The  silicone shell of the breast implant is coated inside
and  outside  by 20 layers of the silicon/titanium compound, followed by another
30 layers of pure titanium. This process is also applied to the closing patch of
the  implant.  Using  this  technology,  only  the  titanium  coating of the new
implants  will  be  in  contact  with  the  body  of  the  recipient.

     Titanium  is  known  for  being one of the most biocompatible materials. As
only  titanium will be in contact with human tissues, a significant reduction in
the  rate  of  capsular  contracture  (which  reflects  the degree of the body's
rejection  of  a  foreign  material),  is  expected.  It  is  also expected that
transudation-related  issues  will  be significantly reduced.  Nevertheless, the
implant  will  retain  the  same  mechanical  properties as current non-titanium
implants  in  terms  of  elongation  (min 400%), and will benefit from a reduced
abrasion  rate,  hopefully  resulting  in  improved  long  term  reliability.

     In  September  2003,  PIP received CE Mark approval from the European Union
for  its  titanium-coated  breast  implants.  The Company has begun sales of the
implants  in  France  and  is  soon to expand sales into the rest of Europe. PIP
plans  to start shortly the regulatory process for marketing approval in the US.
The  Company  believes  that  FDA approval may be granted within the next 3 to 4
years.


                                        8
<PAGE>

MANUFACTURING

     PIP  is  an  "ISO9001" approved company.  The International Organization of
Standardization  (ISO)  created  this designation to award to organizations that
design,  develop,  produce, install, and service products in accordance with the
ISO  quality control standards.  Particularly outside the United States, ISO9001
is the international standard for quality assurance and quality design requiring
those  entities  that  seek  such award to satisfy twenty sets of quality system
criteria.

     PIP  is  also  certified as an ISO 13485 manufacturer.  ISO 13485 standards
are  analogous to ISO 9001 quality control standards but apply to manufacturing.
All  PIP  products are CE labeled and certified, which allows them to be sold in
the European Community.  Manufacturing is performed in accordance with the FDA's
Good  Manufacturing Practices and the equivalent French standard, which is known
as  "BFP."  PIP  is  registered with ANVAR, a French agency that, in appropriate
cases,  provides funding for those registered on terms that can be substantially
more  favorable  than  those  available  in  the  marketplace.

     PIP's  pre-filled implants are manufactured by methods that are proprietary
to PIP, including, in the case of gel-filled implants a French patent.  PIP also
has  a  U.S.  and a European Community patent on certain of its breast implants.

COMPETITION

     PIP's  major international competitors are two U.S. based public companies,
Mentor  Corp. and Inamed Corp.  Based on publicly available sales figures, these
two  companies  rank  first  and  second respectively, in global sales of breast
implants.  PIP  is currently ranked third.  However, Mentor and Inamed currently
control  the  U.S. market, which represents about 55% of the global market.  PIP
is currently ranked first in implant sales in Colombia and France, and second in
England  and  Spain.  PIP  also  competes  internationally  with  Silimed,
Eurosilicone,  Nagor,  Laboratories Sebbin and LPI, companies that tend to focus
on  regional  or  local  markets.

     PIP's  management  believes  that  the  principal  factors  permitting  PIP
products  to  compete  effectively are high-quality, manufacture, product design
and  product  consistency,  management's  knowledge of and sensitivity to market
demands,  surgeons'  familiarity  with  PIP's  products and its brand names, and
PIP's  ability  to  identify  and  develop  products embodying new technologies.

MARKET

     The  worldwide  market  for breast implants is believed to be about 450,000
implant  pairs per year.  As stated in "Competition" above,  Inamed, Mentor, and
PIP  (in  that  order)  have the most significant sales of these products in the
global market, although a number of smaller companies focus on regional or local
markets.

DISTRIBUTION

     PIP  sells  its  products directly and through independent distributors and
sales  representatives to surgeons in approximately 40 countries (other than the
United  States)  worldwide. PIP also employs telemarketing, which is designed to
increase  sales  through  follow-up  on  leads,  and the distribution of product


                                        9
<PAGE>

information  to potential customers. PIP supplements its other marketing efforts
with  appearances  at  trade  shows,  advertisements  in  trade  journals, sales
brochures,  and  national  media.  In  addition,  PIP  sponsors  symposia  and
educational  programs to familiarize surgeons with the techniques and methods of
using  PIP's  products.

     Prior  to  its withdrawal from the U.S. market, PIP sold breast implants in
that  market  under  a  non-exclusive  distribution  agreement.

GOVERNMENT  REGULATION

          All  of  PIP's current products are medical devices intended for human
use.  In  the  U.S.,  implants  such as those manufactured by PIP are subject to
regulation  and  approval  by  the  FDA,  state  agencies  and, in certain other
countries,  by  their respective health agencies. These regulations regulate the
manufacturing, labeling, record keeping, clinical testing, and marketing of such
implants  and  most  of  PIP's  other products.  Seeking required approvals, and
complying with applicable laws and regulations on a continuing basis require the
expenditure  of substantial resources. Depending on the jurisdiction, regulatory
approval, when and if obtained, may be limited in scope, which may significantly
limit  the  uses  for  which such product may be marketed. Approved products and
their  manufacturers  are subject to ongoing review, and discovery of previously
unknown  problems  with  such  a  product  may  result  in  restrictions  on its
manufacture,  sale,  or  use,  or  require  its  withdrawal  from  the  market.

     Specifically, unless an exemption applies, each medical device that PIP may
market  in  the  U.S.  in  the  future,  will have to have 510(k) clearance or a
Pre-Marketing  Approval  ("PMA")  in accordance with the Federal Food, Drug, and
Cosmetic  Act. The FDA regulations issued pursuant to that Act set standards for
such  products,  require  proof  of safety and effectiveness prior to marketing,
require  safety  data  and  clinical  protocol  approval  prior to evaluation in
humans, establish "good manufacturing practices," and permit detailed inspection
of manufacturing facilities. These regulations also require reporting of product
defects  to  the  FDA and prohibit export from the U.S. of any such product that
does  not  comply  with  FDA  regulations,  unless  the product does comply with
established  foreign regulations and, in addition, the FDA and the health agency
of  the  importing  country  determine that it is not contrary to public health.

     FDA  regulation divides medical devices into three classes. Breast implants
are now regulated as Class III medical devices. Class III devices are subject to
the most extensive regulation and in most cases require submission to the FDA of
a  PMA  application that includes information on the safety and effectiveness of
the  device. Other products that PIP may market in the U.S. in the future may or
may  not  be  in  Class  III  devices.

     Until  May  15,  2000,  breast  implants  of  PIP  and  others  satisfied
then-existing FDA regulations. However, as a result of the concerns raised about
silicone breast implants, the FDA regulations were changed to require formal FDA
approval of implants under the pre-market approval ("PMA") process. Although PIP
has never manufactured or sold silicone-filled breast implants and had initiated
the  required  clinical  study  for  PMA approval of its breast implant products
being distributed and sold in the U.S. market, not enough data were available by
the regulatory deadline to obtain FDA approval at that time. As a result, on May
15,  2000,  PIP  breast  implants  were  removed  from  distribution in the U.S.


                                       10
<PAGE>

     PIP  filed  an  initial  PMA  application  for its saline pre-filled breast
implants  in 1999. The required clinical study is ongoing. It is expected that a
complete  PMA  submission, including the results of the required clinical study,
will  be  made  in  early  2004.

     PIP's  products  are  subject  to  regulation  in the countries in which it
currently  markets  those products and are likely to be subject to regulation in
other countries where it may market them in the future. Products marketed in the
European  Community  must  comply  with the requirements of the European Medical
Device  Directive,  or MDD, and be CE-marked to show their acceptability in that
region.  PIP  expects  to  receive CE approval for velvet microtexturized breast
implants  in  October  2003  and for its silicon-gelfree testicular prothesis in
December  2003.

     Medical  device  laws  and regulations similar to those described above are
also  in effect in some of the other countries in which PIP's products are sold.
These  range  from comprehensive device approval requirements for some or all of
such  medical  device  products  to requests for product data or certifications.
Failure  to  comply  with  these  regulatory  standards  and requirements in any
jurisdiction  could  significantly  adversely affect PIP's ability to market and
sell  its  products  in  those  jurisdictions.

INTELLECTUAL  PROPERTY

     PIP  has  three  patents,  a French patent for certain of its manufacturing
processes, a European Community patent for breast implants and a U.S. patent for
breast  implants.  PIP  believes  that  it  has additional intellectual property
consisting  of  trade  secrets  and  know-how.

2003  PLANS

In  2003,  PIP  intends  to:

In  2003,  PIP  intends  to:

          1.  Finalize  its  PMA  submission as a prelude to reentering the U.S.
     market,  if  and  when  the  required  regulatory  approval  is  received.

          2.  Increase  sales  in  other  countries.

          3.  Commence  the  production,  marketing and distribution of titanium
     coated  breast  implants  in  Europe.

          4.  Add  new  products  to  its  product  line,  including:
               (a)  Wrinkle  reduction  products  for  clinical  use.
               (b)  Testicular  prostheses,  cast in one piece, without silicone
                    gel.
               (c)  Calf  prostheses,  cast  in one piece, without silicone gel,
                    fitted  specifically  for left or right side use, concave on
                    the  internal  side.
               (d)  Buttock  prostheses,  silicone-free,  concave,  fitted
                    specifically  for  left  or  right  side  use.

     It  is  likely  that  these products will be subject to the same or similar
regulatory requirements as PIP's current products, in each country where PIP may
sell  them  in  the  future.

                                       11
<PAGE>

EMPLOYEES

     As  of  December  31,  2002,  PIP had approximately 125 employees in active
service  at  its  facility  in  La  Seyne-sur-Mer,  in  Southern  France.  These
employees  are  represented  by a labor union.  PIP considers its relations with
its  employees  to  be  satisfactory.

     PIP  recognizes the importance of being environmentally responsible and the
need to provide a safe and healthy workplace for its employees by complying with
all  applicable  laws,  rules, and regulations. During the past fiscal year, PIP
received  no  citations,  notices  of  violations  or other censures from public
agencies  regulating  environmental  compliance  or  our  employees'  health and
safety.  PIP  does  not  expect  to make any significant capital expenditures to
comply  with  environmental, health, or safety regulations in 2003. PIP believes
that  its  current  systems and processes are adequate for its current needs and
its  needs  for  the  foreseeable  future.

     PIP  does not currently manufacture, distribute or sell any of its products
in  the  U.S.  market.

RECENT  FINANCING  TRANSACTION

     On October 9, 2003, a merger between the Company and OS MXM. Inc. ("OS"), a
Delaware  corporation, was effected.  The merger was based upon an Agreement and
Plan  of Merger dated October 9, 2003 among the parties.  Pursuant to the merger
(i)  OS  was merged with and into the Company; (ii) the OS shareholder exchanged
1,000  shares  of  common  stock  of  OS,  constituting  all  of  the issued and
outstanding  capital  stock  of  OS,  for  an  aggregate  of 1,000 shares of the
Company's  restricted  common stock; and (iii) OS's separate corporate existence
terminated.  The  OS  shareholder was Jehu Hand. The determination of the number
of  shares  of  the  Company's stock to be exchanged for the OS shares was based
upon  arms'  length  negotiations  between  the  parties.

     Prior  to  the  merger,  OH  completed  a  $1,000,000 financing transaction
pursuant  to Rule 504 of Regulation D of the General Rules and Regulations under
the  Securities  Act  of  1933  as  amended  pursuant to a Convertible Debenture
Purchase  Agreement  (the "Purchase Agreement") dated October 9, 2003 between OS
and  an accredited Colorado investor (the "Investor").  In connection therewith,
OS  sold  three  1%  Convertible Debentures in the aggregate principal amount of
$1,000,000  due  October  9,  2008  (the  "OS Debentures") to the Investor.  The
Investor  paid  $500,000  in cash and delivered its promissory note for $500,000
due  October 9, 2003 to OS. The unpaid principal amount of the OS Debentures was
convertible  into  unrestricted  shares  of OS common stock to be held in escrow
pending  the  repayment  or  conversion  of  the OS Debentures.  Pursuant to the
merger,  the  Company  assumed all obligations of OS under the OS Debentures and
issued  the  holder  thereof  three  1 % Convertible Debentures in the aggregate
principal  amount  of  $1,000,000  due  October  9,  2008  (the  "Convertible
Debentures")  in exchange for the OS Convertible Debentures.  The material terms
of  the  Convertible Debentures are identical to the terms of the OS Convertible
Debentures except that the unpaid principal amount of the Convertible Debentures
is  convertible  into  unrestricted  shares  of  the Company's Common Stock (the
"Common  Stock").  The  per share conversion price for the Convertible Debenture
in  effect  on any conversion date is the lesser of (a) $1.25 or (b) one hundred
percent  (100%)  of  the  average of the three (3) lowest closing bid prices per
share  of  the  Company's  Common  Stock  during  the  forty  (40)  trading days
immediately  preceding the date on which the holder of the Convertible Debenture


                                       12
<PAGE>

provides  the escrow agent with a notice of conversion.  The number of shares of
the  Company's  Common  Stock  issuable  upon  conversion  is  also  subject  to
anti-dilution  provisions.  The  Investor's  right  to  convert  the Convertible
Debenture is subject to the limitation that the Investor may not at any time own
more  than  4.99%  of  the  outstanding  Common Stock of the Company, unless the
Company  is  in  default  of  any  provision of the Convertible Debenture or the
Investor gives seventy five (75) days advance notice of its intent to exceed the
limitation.

ITEM  2.  DESCRIPTION  OF  PROPERTY

     Neither  PIP nor the Company owns any realty and neither has any agreements
to acquire any.  The Company's principal executive offices are currently located
at 38 Hertford St., London, England W147TG.  Minimal office space is provided to
the  Company  at  that  location  on  a rent-free basis by GEM Advisors, Inc., a
financial  advisor to the Company.  It is anticipated that this arrangement will
be  temporary,  until  such  time  as  appropriate  arrangements can be made for
offices  meeting  the  needs  of  the Company in the New York metropolitan area.
Until such time, the Company believes that the London space will meet its needs.

     PIP has offices and manufacturing facilities at 337 Avenue de Bruxelles, la
Seyne-sur-Mer  83500,  in  southern  France.  The  manufacturing  facility  is
approximately  33,000 square feet in a two-story building that it rents pursuant
to  a  lease which has 4 years remaining.  PIP's annual rent for this office and
manufacturing  facility  is   300.000  (approximately  $315,000.)  The  Company
believes  that  such  facilities  are  adequate  for  PIP's  activities, for the
foreseeable  future.

     PIP's  wholly  owned  subsidiary, PIP Espagne, has office facilities in San
Sebastian, Spain, which it rents pursuant to a short-term lease. The annual rent
for  such  office  facility  is  7,300  (approximately  $8  000).  These  office
facilities  are  used  for  the subsidiary's sales and marketing activities. The
Company  believes that this facility will meet the needs for PIP Espagne for the
foreseeable  future.


                                       13
<PAGE>

ITEM  3.  LEGAL  PROCEEDINGS

PENDING  AGAINST  PIP

     In  connection  with  sales  of  its  breast implant products in the United
States from October 1996 to May 2000, PIP has received notice of claims relating
to  failures  or  defects in such products from at least 600 patients. Under its
warranty  replacement  program  and  the  agreement  with  the distributor, that
distributed  them,  PIP  agreed  to  replace  such failed or defective products,
through  the  distributor  and  to  reimburse  the  distributor  for payments of
reimplantation  fees  to  surgeons by the distributor in amounts of up to $1,000
per occurrence ("Warranty Limit"). As a result, PIP is liable, as of the date of
this  report  for  at  least  $600,000 in respect of such claims, in addition to
either giving the distributor credits for replacement products or providing such
distributor  with  the  replacement  products.

     In  addition, PIP has received notice of approximately 15 additional claims
with  respect  to its Products, for which PIP may be liable in amounts in excess
of  the Warranty Limit. PIP has agreed to make payments in amounts not to exceed
$5,000  each  to  settle  three  of  such  claims  and  may  be required to make
additional  payments  in  the  future  in respect of other claims related to its
Products  under  its  warranty  replacement  program.

     PIP  has  had  asserted  against it claims, for unspecified damages, due to
breach of warranty and personal injury as a result of damages allegedly suffered
as a result of the implantation of breast implants. Management and legal counsel
have determined potential liability, if any, as a result of these legal actions.
Accordingly,  the Company has provided for approximately $1,352,000 in potential
litigation  claims  as  of  June  30,  2003.

PENDING  AGAINST  HERITAGE

     None.

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

     None.


                                     PART II

ITEM  5.      MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

     Our  Common Stock is quoted on the Over-the-Counter Bulletin Board operated
by  the National Association of Securities Dealers.  Our shares are listed under
the  symbol  "HWWI."

     The following table sets forth, for the fiscal quarters indicated, the high
and  low  bid  prices  per share of the our Common Stock as reported on the NASD
Over-the-Counter  Bulletin  Board.  The  quotations reflect inter dealer prices,
without  retail  mark-up,  mark-down or commissions and may not represent actual
transactions.


                                       14
<PAGE>

<TABLE>
<CAPTION>
                                   Common Stock

     Year Ended June 30, 2002      High      Low
     ------------------------  ------------  ----
<S>                            <C>           <C>
     First Quarter. . . . . .           .90   .26
     Second Quarter . . . . .           .80   .20
     Third Quarter. . . . . .           .30   .30
     Fourth Quarter . . . . .           .30   .15

     Year Ended June 30, 2003      High      Low
     ------------------------  ------------  ----
     First Quarter. . . . . .           .15   .15
     Second Quarter . . . . .           .50   .15
     Third Quarter. . . . . .          1.55   .50
     Fourth Quarter . . . . .          3.67  1.05
</TABLE>

     On  September  15,  2003,  the  closing  bid price for our common stock was
$2.80.

     There  are  currently  16,256,667  shares  of  common  stock  issued  and
outstanding,  excluding 12,000,000 shares issued to a wholly owned subsidiary of
the  Company  in anticipation of a potential acquisition.  There are no warrants
or  options  issued  or outstanding.  There are approximately 95 shareholders of
record.  During  the last two fiscal years, no cash dividends have been declared
on  our  common  stock and management does not anticipate that dividends will be
paid  in  the  foreseeable  future.  The  Company  does  not have any securities
authorized  for  issuance  under  any  equity  compensation  plan.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATION

     During  the  year  ended December 31, 2002, the Company's plan of operation
had  been  to  seek  an  attractive  acquisition  or merger candidate. Since the
Company's  cash  requirements were essentially nil, there were no plans to raise
additional capital within the year ended December 31, 2002.  No product research
and development was undertaken and there were no sales or purchases of plant and
equipment  during the year ended December 31, 2002.  There were no plans to hire
employees during the year ended December 31, 2002. On March 1, 2003, the Company
closed  its  acquisition  of  PIP.   The  Company  intends  to  file  financial
statements  of  PIP  and  Management's  Discussion  and  Analysis  of  Financial
Condition  and  Results  of Operations of PIP by May 13, 2003 on an amendment to
the  Report  on  Form  8-K, Date of Report February 28, 2003, filed on March 13,
2003  that  was  filed  with  respect  to  the  Company's  acquisition  of  PIP.


                                       15
<PAGE>

RESULTS  OF  OPERATIONS

     YEAR  ENDED  JUNE  30,  2003  COMPARED  TO  YEAR  ENDED  JUNE  30,  2002

     During  the  year  ended  June  30, 2003 (the "2003 Period"), revenues were
$8,470,931,  compared  to  revenues of $6,139,862 during the year ended June 30,
2002 (the "2002 Period"). This represents an increase of approximately 38%. This
increase is a result of several factors, including the hiring of an export sales
representative  and  new  distributors  in  various  countries  where  we do not
anticipate  any  additional  regulatory  problems.

     Gross  profit was $3,878,408 during the 2003 Period, compared to $4,162,659
during  the  2002 Period. Gross profits as a percentage of revenues decreased to
approximately  45.8%  during  the  2003 Period compared to 67.8% during the 2002
Period.

     Selling,  general  and  administrative  expenses were $3,606,296 during the
2003  Period  compared  to  $2,730,210 during the 2002 Period. This increase was
primarily  a result of increased labor costs due to government pay requirements.

     Research  and  development expenses increased to $1,157,465 during the 2003
Period  from  $731,814  during  the  2002  Period.  This increase was due to our
commitment  to  develop  new  products  and  improve existing lines of products.

     During  the  2003 Period we had a benefit for income taxes due to losses of
$385,040,  compared  to  a  tax  provision  of  $49,246  during the 2002 Period.

     During  the  2003  Period  we incurred a net loss of $693,336 compared to a
profit  of  $589,287 during the 2002 Period. This change to a loss from a profit
was  due  to  the  factors  described  above.

     General

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

     We are also in the process of developing new products that we hope to bring
to  market  later  in  2003  and  in  2004.

     In  July  2000,  we  also  established  a new policy to limit our expenses.
During  the  nine  months  ended  March  31, 2003, we incurred a 10% increase in
national insurance contributions due to the agreement signed in 1998 between our
trade  unions  and  the  French  government.

     During  the  year  ended  June  30,  2003, we encountered a tight financial


                                       16
<PAGE>

situation  due  to the continued withdrawal from the U.S. market. Our short-term
financial  needs  have  been  provided  by  credit  lines  from banks, which are
currently  fully  utilized.

ITEM  7.  FINANCIAL  STATEMENTS

     The  financial  statements  and  supplementary  data are included beginning
immediately following the signature page to this report.  See Item 13 for a list
of  the  financial  statements  and  financial  statement  schedules  included.

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE

None.

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

EXECUTIVE  OFFICERS  AND  DIRECTORS

     The  table  below  shows certain information about each of our officers and
directors.

<TABLE>
<CAPTION>
     Name                             Age          Position
     -------------------------------  ---  ------------------------
<S>                                   <C>  <C>
     Jean Claude Mas . . . . . . . .   63  Chairman of the Board of
                                           Directors, Chief Executive
                                           Officer, Chief Financial Officer,
                                           Secretary and Director

     Alain Sereyjol Garros . . . . .   62  Director

     Fabrice Viguier . . . . . . . .   29  Director
</TABLE>

     Directors  of  the  Company  serve  for  a  term of one year or until their
successors  are  elected.  Officers  are appointed by, and serve at the pleasure
of,  the  Board.
Jean  Claude  Mas,  Chairman of the Board of Directors, Chief Executive Officer,
Chief  Financial  Officer,  Secretary  and  Director

     Mr.  Mas,  63, became a Director in March 2003 when he was nominated to the
Board  by  Milo  pursuant to the Stockholders' Agreement. In April 2003, Mr. Mas
also  became  Chairman of the Board of Directors, Chief Executive Officer, Chief
Financial  Officer  and Secretary of Heritage.  Mr. Mas had been the Chairman of
PIP,  and  its  wholly  owned  subsidiary  PIP Espagne, since 1998.  Mr. Mas has
extensive  experience  operating  a  company  in  the  breast  implant business.


                                       17
<PAGE>

Fabrice  Viguier

     Mr. Viguier, 29, held the offices of President, Treasurer and Secretary and
had  been  sole  Director of the Company since October 16, 2002.  In April 2003,
Mr.  Viguier  resigned  as  President,  Treasurer  and Secretary, and remained a
Director.  Mr.  Viguier has been a Managing Director for Global Emerging Markets
(GEM)  operations in Paris since January 2002. Prior to joining GEM, Mr. Viguier
was an investment banker at Quartz Investments, Merrill Lynch private investment
and  at Plantagenet Capital Management investment fund. Mr. Viguier attended San
Francisco  State  University.

Alain  Sereyjol  Garros,  Director

     Mr.  Sereyjol, 62, became a Director in March 2003 when he was nominated to
the  Board  by  Milo pursuant to the Stockholders' Agreement.  Mr. Sereyjol is a
finance  professional  with  extensive  experience  and  is  certified  as  an
Administrator  of  Finance in Luxembourg. Since 1998, Mr. Sereyjol has served as
the  Chairman of Graham Turner, S.A. Mr. Sereyjol is also a member of the boards
of  directors of Groupement Financier de Developpement, S.A., Soparfinanz, S.A.,
Immo  Finanz,  S.A.,  Graham Turner Trust Services, S.A., and Graham Turner Ltd.


DIRECTOR  COMPENSATION

The  Company  does not pay directors any compensation for serving as a director.

CERTAIN  LEGAL  PROCEEDINGS

To  the knowledge of the Company, there are no material proceedings to which any
director,  executive  officer  or  affiliate  of the Company, owner of record or
beneficially of more than 5% of any class of voting securities of the Company or
any  associate  of  any  such  director,  executive  officer or affiliate of the
Company  or  security  holder  is  a  party adverse to the Company or any of its
subsidiaries  or  has  a  material interest adverse to the Company or any of its
subsidiaries.


COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.

     Based solely on a review of Forms 3 and 4, and amendments thereto furnished
to the Company under Rule 16a-3(e) promulgated under the Securities Exchange Act
of  1934  during  the most recent fiscal year, and Form 5 and amendments thereto
furnished  to  the  Company  with  respect  to  its most recent fiscal year, the
Directors  and  Officers  of  the  Company  were  in  timely compliance with the
reporting  requirements  under  Section  16(a) of the Securities Exchange Act of
1934.

ITEM  10.  EXECUTIVE  COMPENSATION

     EXECUTIVE  COMPENSATION

     The following table shows compensation earned during the fiscal years ended
December  31,  2002,  2001  and  2000  by  our  executive  officers.


                                       18
<PAGE>

<TABLE>
<CAPTION>

SUMMARY  COMPENSATION  TABLE

                                                                        Long  Term  Compensation
                                Annual  Compensation                  Awards               Payouts
                                                             Restricted   Securities             All Other
                                              Other Annual      Stock     Underlying     LTIP     Compen-
Name &                  -    Salary   Bonus   Compensation     Awards      Options/    Payouts     sation
Principal Position     Year  (EURO)    ($)         ($)           ($)       SARs (#)      ($)        ($)
<S>                    <C>   <C>      <C>     <C>            <C>          <C>          <C>       <C>
Jean Claude Mas,. . .  2003   72,959     -0-            -0-          -0-          -0-       -0-         -0-
Chairman of the Board
of Directors, Chief
Executive Officer,
Chief Financial
Officer,
President, Treasurer
and
Secretary
                       2002      -0-     -0-            -0-          -0-          -0-       -0-         -0-
                       2001      -0-     -0-            -0-          -0-          -0-       -0-         -0-
</TABLE>

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS

     The  following information relates to those persons known to the Company to
be  the beneficial owner of more than five percent (5%) of the Common Stock, par
value  $.001  per  share,  the  only  class  of voting securities of the Company
outstanding  as  of  September  15,  2003:

<TABLE>
<CAPTION>
                                        NAME AND                    AMOUNT AND
TITLE OF                               ADDRESS OF                   NATURE OF        PERCENTAGE
CLASS                               BENEFICIAL OWNER           BENEFICIAL OWNERSHIP   OF CLASS*
--------------------------  ---------------------------------  --------------------  -----------
<S>                         <C>                                <C>                   <C>

Common Stock, par. . . . .  GEM Global Yield Fund Limited            499,500 shares         3.1%
value $.001 per share. . .  c/o 38 Hertford St.
                            London, England W1Y 7TG                  Direct

Common Stock, par. . . . .  GEM Singapore Limited                    499,500 shares         3.1%
value $.001 per share. . .  c/o 38 Hertford St.                      Direct
                            London, England W17 7TG

Common Stock, par. . . . .  Global Strategic Holdings Limited        499,500 shares         3.1%
value $.001 per share. . .  11 Bath St.
                            St. Helier, Jersey JE4 0YZ               Direct

Common Stock, par. . . . .  Ocean Strategic Holdings Limited         499,500  shares        3.1%
value $.001 per share. . .  11 Bath St.
                            St. Helier, Jersey JE4 0YZ               Direct
</TABLE>


                                       19
<PAGE>

<TABLE>
<CAPTION>
                                        NAME AND                    AMOUNT AND
TITLE OF                               ADDRESS OF                   NATURE OF        PERCENTAGE
CLASS                               BENEFICIAL OWNER           BENEFICIAL OWNERSHIP   OF CLASS*
--------------------------  ---------------------------------  --------------------  -----------
<S>                         <C>                                <C>                   <C>

Common Stock, par. . . . .  Milo Finance, S.A.                       13,741,667shares      85.0%
value $.001 per share. . .  2 rue Jean Engling
                            LX 1510 Luxembourg                       Direct
</TABLE>

*     Based on 16,256,667 shares issued and outstanding and excluding 12,000,000
shares  held by HP Acquisitions, Inc., a wholly owned subsidiary of the Company.

     SECURITY  OWNERSHIP  OF  MANAGEMENT

     The  number of shares of Common Stock of the Company owned by the Directors
and  Executive  Officers  of the Company as of September 15, 2003 is as follows:

<TABLE>
<CAPTION>
                                        NAME AND                    AMOUNT AND
TITLE OF                               ADDRESS OF                   NATURE OF        PERCENTAGE
CLASS                               BENEFICIAL OWNER           BENEFICIAL OWNERSHIP   OF CLASS*
--------------------------  ---------------------------------  --------------------  -----------
<S>                         <C>                                <C>                   <C>
Common  Stock,  par         Jean  Claude  Mas                                 0             0
value  $.001  per  share

Common  Stock,  par         Fabrice  Viguier                                  0             0
value  $.001  per  share

Common Stock, par           Alain Sereyjol Garros                    13,054,584**          78.3%
value  $.001  per  share                                             Indirect

Common  Stock,  par         All  Officer  and  Directors  as
value  $.001  per  share    a  Group  (three persons)                13,054,584**          78.3%
</TABLE>

*     Based on 16,256,667 shares issued and outstanding and excluding 12,000,000
shares  held by HP Acquisitions, Inc., a wholly owned subsidiary of the Company.

**  Based  on  the  Schedule 13-D filed by Milo Finance, S.A. on March 11, 2003,
Mr.  Sereyjol  is  the  indirect  beneficial  owner  of these shares through his
ownership  of  Graham  Turner  Ltd.

     We  have  not  contacted stock brokerage firms holding shares of our common
stock  in  street  name  to  determine  whether there are additional substantial
shareholders  of  the  Company.


     CHANGE  IN  CONTROL

     Heritage  entered  in  to the Acquisition Agreement dated February 28, 2003
with  Milo,  a  Luxembourg  limited  liability  entity.  Milo  was the principal
shareholder  of  PIP,  a  French  limited  liability  entity.  The  transactions
contemplated  by  the  Agreement  closed  on  March  1,  2003.

     Upon  the  closing  of  the acquisition contemplated by the Agreement, Milo
acquired  direct and beneficial ownership and control of 13,741,667 newly issued
shares of Heritage's common stock. These shares of common stock now comprise 85%
of  the  Company's  outstanding  common  stock.


                                       20
<PAGE>

     Under  the  terms  of  the Stockholders' Agreement that was executed at the
closing  of  the  acquisition  among Milo and the Former Principal Shareholders,
Milo  has  the  right  to  designate  for  election  two members of the Board of
Directors  of  the  Company.  Milo  also  has  the  right to designate up to two
nominees  to  serve on the Company's audit committee and compensation committee.
The  Former  Principal Shareholders have the right to designate for election one
member  of  the  Board  of  Directors  of  the  Company.  The  Former  Principal
Shareholders  and  Milo  will  also elect to the Board of Directors a sufficient
number  of  mutually  agreeable  "independent"  directors  to  comply  with  any
applicable  laws or listing requirements that mandate that independent directors
serve  on  the  Board  of  Directors.

     Milo  has  designated  Jean  Claude  Mas  and  Alain Sereyjol Garros as the
individuals  it  selects  to serve as directors of the Company. Both Mr. Mas and
Mr. Sereyjol are affiliated with Milo and PIP. They will join Fabrice Viguier on
the  Board. Mr. Viguier had been our sole director since October 2002.  Milo and
the  Former  Principal  Shareholders  have not to date identified any persons to
serve  as  independent  directors.

EQUITY  COMPENSATION  PLAN  INFORMATION

      The  Company  has  not authorized for issuance any of its securities under
any  equity  compensation  plan.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
     There  have  been  no  transactions  between  the Company and any officers,
directors  or  five  percent  security  holders.

ITEM  13.  EXHIBITS,  AND  REPORTS  ON  FORM  8  K

     (a)     The  following  documents  are  filed  as  part  of  this  report.

<TABLE>
<CAPTION>
1.   FINANCIAL STATEMENTS                                                PAGE
<C>  <S>                                                                 <C>
     Independent Auditors' Report. . . . . . . . . . . . . . . . . . . .  F 1

     Balance Sheet  as of June 30, 2003. . . . . . . . . . . . . . . . .  F 2

     Consolidated Statements of Operations for the years ended
     June 30, 2003, and 2002 . . . . . . . . . . . . . . . . . . . . . .  F 3

     Consolidated Statement of Stockholders' Equity and
     Comprehensive Income for the years ended June 30, 2003 and 2002 . .  F 4

     Consolidated Statements of Cash Flows for the years ended
     June 30,  2003 and 2002 . . . . . . . . . . . . . . . . . . . . . .  F 5

     Notes to Financial Statements . . . . . . . . . . . . . . . . . . .  F 6
</TABLE>


                                       21
<PAGE>

2.     FINANCIAL  STATEMENT  SCHEDULES

     All  financial  statement  schedules  are  omitted  because  they  are  not
applicable  or  the required information is shown in the financial statements or
notes  thereto.

3.     EXHIBITS

     (a)     The  following  exhibits  are  included  as  part  of  this report:

<TABLE>
<CAPTION>

EXHIBIT
NUMBER                              TITLE OF DOCUMENT
<S>     <C>
  2.1*    Agreement and Plan of Reorganization between Heritage Productions, Inc. and
          Heritage Worldwide, Inc. dated May 18, 2001

  2.2**   Acquisition Agreement between Heritage Worldwide, Inc., Poly Implant
          Protheses, S.A. and Milo Finance, S.A. dated February 28, 2003

  2.3     Agreement and Plan of Merger dated as of October 9, 2003 between the Company
          and OS MXM, Inc.

  2.4     Certificate of Merger between the Company and OS MXM, Inc. as filed with the
          Delaware Secretary of State on October 9, 2003

  3.1*    Certificate of Incorporation of Registrant

  3.2*    By-laws of Registrant

 10.1**   Stockholders' Agreement dated March 3, 2003

 10.2**   Registration Rights Agreement dated March 3, 2003

 10.3**   Warrant Escrow Agreement dated March 3, 2003

 10.4**   Form of Advisor Warrants dated March 3, 2003

 10.5**   Restricted Stock Escrow Agreement dated March 3, 2003

 10.6     Convertible Debenture Purchase Agreement dated as of October 9, 2003 between
          OS MXM, Inc.

 10.7.    Convertible Debenture issued to HEM Mutual Assurance, LLC in principal
          amount of $498,750
</TABLE>


                                       22
<PAGE>

<TABLE>
<CAPTION>

EXHIBIT
NUMBER                              TITLE OF DOCUMENT
<S>     <C>
 10.8     Convertible Debenture issued to HEM Mutual Assurance, LLC in principal
          amount of $1250

 10.9     Convertible Debenture issued to HEM Mutual Assurance, LLC in principal
          amount of $500,000

 21       List of Subsidiaries of the Registrant

 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

</TABLE>

---------------
*      Incorporated  by  reference  to  the  Registrant's Definitive Information
Statement  on  Schedule  14c  filed  June  21,  2001.

**     Incorporated by reference to the Registrant's Report on Form 8-K, Date of
Report  February  28,  2003,  date  filed  March  13,  2003

     (b)     Reports  on  Form  8  K.

     Registrant  filed  a  report on Form 8-K, Date of Report February 28, 2003,
date  filed  March  13,  2003.  The  report described a change in control and an
acquisition  of  assets,  both in connection with an Acquisition Agreement dated
February  28,  2003  among  Registrant,  Milo  Finances,  S.A. and Poly Implants
Protheses,  S.A.

ITEM  14.  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.


                                       23
<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange  Act of 1934, as amended, the Registrant has duly caused this report to
be  signed  on  it  behalf  by  the  undersigned,  thereunto  duly  authorized.

HERITAGE  WORLDWIDE,  INC.


By:     /s/  Jean  Claude  Mas               Dated:  November  6,  2003
        ------------------------------------
        Jean  Claude  Mas
Its:    Chairman  of  the  Board  of  Directors,  Chief Executive Officer, Chief
Financial  Officer,  President,  Secretary  and  Director


     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons on behalf of the Registrant and in the capacities and on
the  dates  indicated.


By:     /s/  Jean  Claude  Mas               Dated:  November  6,  2003
        ------------------------------------
       Jean  Claude  Mas
Its:  Chairman  of  the  board  of  Directors,  Chief  Executive  Officer, Chief
Financial  Officer,  President,  Secretary  and  Director


By:     /s/  Fabrice  Viguier               Dated:  November  6,  2003
      ------------------------------------
      Fabrice  Viguier
Its:  Director


By:     /s/  Alain  Sereyjol  Garros          Dated:  November  6,  2003
      ------------------  ------------------
      Alain  Sereyjol  Garros
Its:  Director


                                       24
<PAGE>

                          Independent Auditors' Report


To  the  Board  of  Directors  and
Stockholders  of  Heritage  Worldwide,  Inc.

I have audited the accompanying consolidated balance sheet of Heritage Worldwide
and  Subsidiaries (the "Company") at June 30, 2003, and the related consolidated
statements  of  operations,  stockholders'  equity and comprehensive income, and
cash  flows  for  each  of  the  two  years ended June 30, 2003. These financial
statements are the responsibility of the Company's management. My responsibility
is  to  express  an  opinion  on  these financial statements based on my audits.

I  conducted  my audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that I plan and perform
the  audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and disclosures in the financial statements. An
audit  also  includes  assessing  the accounting principles used and significant
estimates  made  by  management,  as  well  as  evaluating the overall financial
statement  presentation. I believe that my audits provide a reasonable basis for
my  opinion.

In  my  opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  consolidated  financial  position of
Heritage  Worldwide, Inc. and Subsidiaries at June 30, 2003 and the consolidated
results  of  their  operations and their consolidated cash flows for each of the
two years ended June 30, 2003 in conformity with accounting principles generally
accepted  in  the  United  States  of  America.

/s/ Bernard Morieul
Bernard  Morieul
Commissaire  aux  comptes


Marseille,  France
October  30,  2003


                                       F-1
<PAGE>

<TABLE>
<CAPTION>
                    HERITAGE WORLDWIDE, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2003

                                     ASSETS


Current Assets:
<S>                                                             <C>
  Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   107,064
  Accounts receivable, net of an allowance for doubtful
    accounts of $323,858 . . . . . . . . . . . . . . . . . . .    3,918,105
  Inventories. . . . . . . . . . . . . . . . . . . . . . . . .    6,186,075
  Prepaid expenses and other current assets. . . . . . . . . .      604,248
                                                                -----------
    Total current assets . . . . . . . . . . . . . . . . . . .   10,815,492


Property and equipment . . . . . . . . . . . . . . . . . . . .    2,151,504
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . .      949,420
Investment . . . . . . . . . . . . . . . . . . . . . . . . . .      682,408
Deferred income tax. . . . . . . . . . . . . . . . . . . . . .      567,669
Other assets . . . . . . . . . . . . . . . . . . . . . . . . .      117,686
                                                                -----------

                                                                $15,284,179
                                                                ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Bank overdraft . . . . . . . . . . . . . . . . . . . . . . .  $ 2,054,288
  Accounts payable and accrued expenses. . . . . . . . . . . .    4,496,183
  Current portion of long term debt. . . . . . . . . . . . . .      272,668
  Due to Stockholder . . . . . . . . . . . . . . . . . . . . .      147,031
  Warranty reserve . . . . . . . . . . . . . . . . . . . . . .      133,010
                                                                -----------
    Total current liabilities. . . . . . . . . . . . . . . . .    7,103,149


  Long term debt, net of current portion . . . . . . . . . . .      406,089
                                                                -----------
                                                                  7,509,269
                                                                -----------

Stockholders' Equity:
  Common stock; $.001 par value, 50,000,000 shares authorized,
    28,196,667 shares issued and 16,196,667 shares outstanding       16,197
  Additional paid in capital . . . . . . . . . . . . . . . . .    3,268,916
  Accumulated other comprehensive income . . . . . . . . . . .    1,379,791
  Retained earnings. . . . . . . . . . . . . . . . . . . . . .    3,110,006
                                                                -----------

                                                                  7,774,910
  Treasury stock, 12,000,000 shares, at cost . . . . . . . . .            -
                                                                -----------

    Total stockholders' equity . . . . . . . . . . . . . . . .    7,774,910
                                                                -----------

                                                                $15,284,179
                                                                ===========
</TABLE>

                See Notes to Consolidated Financial Statements.


                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                      HERITAGE WORLDWIDE, INC. SUBSIDIARIES
                             CONSOLIDATED STATEMENTS OF OPERATIONS
                                     YEARS ENDED JUNE 30,

                                                                    2003              2002
                                                            --------------------  ------------
<S>                                                         <C>                   <C>
Revenue. . . . . . . . . . . . . . . . . . . . . . . . . .  $         8,470,931   $ 6,139,862
Cost of sales. . . . . . . . . . . . . . . . . . . . . . .            4,592,523     1,977,203
                                                            --------------------  ------------

    Gross profit . . . . . . . . . . . . . . . . . . . . .            3,878,408     4,162,659
                                                            --------------------  ------------

Operating expenses:
  Selling, general and administrative. . . . . . . . . . .            3,606,296     2,730,210
  Research and development . . . . . . . . . . . . . . . .            1,157,465       731,814
                                                            --------------------  ------------

    Total operating expenses . . . . . . . . . . . . . . .            4,763,761     3,462,024
                                                            --------------------  ------------

(Loss) income before other income (expense) and
  (benefit) provision for income taxes . . . . . . . . . .             (885,353)      700,635
                                                            --------------------  ------------

Other income (expense):
  Other income (expense) . . . . . . . . . . . . . . . . .              (54,836)       21,686
  Interest expense . . . . . . . . . . . . . . . . . . . .             (138,187)      (83,788)
                                                            --------------------  ------------

    Total other income (expense) . . . . . . . . . . . . .             (193,023)      (62,102)
                                                            --------------------  ------------

(Loss) income before (benefit) provision for income taxes.           (1,078,376)      638,533

(Benefit) provision for income taxes . . . . . . . . . . .             (385,040)       49,246
                                                            --------------------  ------------

    Net (loss) income. . . . . . . . . . . . . . . . . . .  $          (693,336)  $   589,287
                                                            ====================  ============


Basic net (loss) income per common share . . . . . . . . .  $             (0.04)  $      0.04
                                                            ====================  ============

Basic weighted average common shares outstanding . . . . .           16,172,917    16,166,667
                                                            ====================  ============

</TABLE>
                See Notes to Consolidated Financial Statements.


                                       F-3
<PAGE>

<TABLE>
<CAPTION>
                                       HERITAGE  WORLDWIDE,  INC.  AND  SUBSIDIARIES
                           CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                                             YEARS ENDED JUNE 30, 2003 AND 2002

                                                                           Accumulated
                                            Common  Stock     Additional     Other                       Total
                                            -------------      Paid In    Comprehensive   Retained    Stockholders'
                                           Shares    Amount    Capital       Income       Earnings      Equity       Income
                                         ----------  -------  ----------  -------------  -----------  -------------  -----------
<S>                                      <C>         <C>      <C>         <C>            <C>          <C>            <C>
Balance, June 30, 2001. . . . . . . . .  16,166,667  $16,167  $3,238,946  $ (652,937)    $3,214,055   $5,816,231

Foreign currency translation adjustment           -        -           -     421,053              -      421,053     $  421,053
Net income. . . . . . . . . . . . . . .           -        -           -           -        589,287      589,287        589,287
                                         ----------  -------  ----------  -----------    -----------  -----------    -----------

Balance, June 30, 2002. . . . . . . . .  16,166,667   16,167   3,238,946    (231,884)     3,803,342    6,826,571     $1,010,340
                                                                                                                     ===========

Issuance of common stock. . . . . . . .      30,000       30      29,970           -              -       30,000
Foreign currency translation adjustment           -        -           -   1,611,675              -    1,611,675     $1,611,675
Net loss. . . . . . . . . . . . . . . .           -        -           -           -       (693,336)    (693,336)     (693,336)
                                         ----------  -------  ----------  -----------    -----------  -----------    -----------

Balance, June 30, 2003. . . . . . . . .  16,196,667  $16,197  $3,268,916  $1,379,791     $3,110,006   $7,774,910     $  918,339
                                         ==========  =======  ==========  ===========    ===========  ===========    ===========
</TABLE>
                                 See Notes to Consolidated Financial Statements.


                                                             F-4
<PAGE>

<TABLE>
<CAPTION>
                        HERITAGE WORLDWIDE, INC. SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                YEARS ENDED JUNE 30,

                                                               2003         2002
                                                            ----------  ------------
<S>                                                         <C>         <C>
Cash flows from operating activities:
  Net (loss) income. . . . . . . . . . . . . . . . . . . .  $(693,336)  $   589,287
  Adjustments to reconcile net (loss) income to net cash
    provided by operating activities:
      Depreciation and amortization. . . . . . . . . . . .    656,969       516,946
      Allowance for obsolete inventory . . . . . . . . . .          -       214,932
      Allowance for doubtful accounts. . . . . . . . . . .    323,858             -
      Deferred income tax. . . . . . . . . . . . . . . . .   (385,040)       47,903
      Customer litigation. . . . . . . . . . . . . . . . .    133,010             -
      Customer Warranty. . . . . . . . . . . . . . . . . .    224,567             -
  Change in operating assets and liabilities:
    Accounts receivable. . . . . . . . . . . . . . . . . .    701,871      (232,318)
    Inventories. . . . . . . . . . . . . . . . . . . . . .   (750,297)   (2,148,985)
    Prepaid expenses and other current assets. . . . . . .      4,184        68,998
    Accounts payable and accrued expenses. . . . . . . . .    386,031       950,994
                                                            ----------  ------------
Net cash provided by operating activities. . . . . . . . .    601,817         7,757
                                                            ----------  ------------

Cash flows from investing activities:
  Purchases of property and equipment. . . . . . . . . . .   (452,687)     (505,690)
  Proceeds from sale of property and equipment . . . . . .      7,904        15,117
  Purchase of additional investment. . . . . . . . . . . .   (241,000)            -
                                                            ----------  ------------
 Net cash used in investing activities . . . . . . . . . .   (685,783)     (490,573)
                                                            ----------  ------------

Cash flows from financing activities:
  Increase in bank overdraft . . . . . . . . . . . . . . .    319,280       726,295
  Proceeds from sale of common stock . . . . . . . . . . .     30,000             -
  Proceeds from long term debt . . . . . . . . . . . . . .     73,713        50,880
  Repayment of long term debt. . . . . . . . . . . . . . .   (301,964)     (354,596)
  Repayment of capital leases. . . . . . . . . . . . . . .          -       (78,766)
  (Decrease) increase in due to stockholder. . . . . . . .    (23,606)       54,254
                                                            ----------  ------------
Net cash provided by financing activities. . . . . . . . .     97,423       398,067
                                                            ----------  ------------

Effect of exchange rate changes on cash. . . . . . . . . .     27,887        36,913
                                                            ----------  ------------

Increase (decrease) in cash. . . . . . . . . . . . . . . .     41,344       (47,836)
Cash, beginning of year. . . . . . . . . . . . . . . . . .     65,720       113,556
                                                            ----------  ------------

Cash, end of year. . . . . . . . . . . . . . . . . . . . .  $ 107,064   $    65,720
                                                            ==========  ============

Supplemental disclosures of cash flow information:
  Cash paid during the year for interest . . . . . . . . .  $ 140,375   $    87,914
                                                            ==========  ============

Supplemental disclosure of non-cash financing activities:
  Acquisition of PIP Espana in exchange for
  accounts receivable (See Note 1) . . . . . . . . . . . .  $       -   $   819,270
                                                            ==========  ============

</TABLE>
                 See Notes to Consolidated Financial Statements.


                                       F-5
<PAGE>

                    HERITAGE WORLDWIDE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003

NOTE  1  -  NATURE  OF  BUSINESS  AND  ACQUISITION

Heritage  Worldwide,  Inc.  (the  "Company")  is  incorporated  in  the State of
Delaware.  From  inception  through  February  28,  2003, the Company was in the
development  stage. On March 1, 2003 the Company acquired 99% of the outstanding
common  stock  of  Poly  Implants  Protheses, S.A. ("PIP") a French corporation,
engaged  in  developing,  manufacturing  and  marketing  breast  and  other body
implants  and  body  support  products  throughout the world. The Company issued
13,741,667 shares of their common stock to acquire PIP. The Company's operations
are  located  in  France  and  Spain.  The Company has adopted PIP's fiscal year
ending  June  30,  2003.

As  the  stockholders  of  PIP control greater than 50% of the Company after the
merger,  the acquisition has been accounted for as a reverse merger, whereby PIP
is  deemed  the  acquirer.  Among  other  matters,  this requires the Company to
present  in  all  financial statements prior historical financial statements and
other  information  of  PIP. It also requires a retroactive restatement of PIP's
historical  stockholders'  equity  to  reflect  the  equivalent number of common
shares  received  in  the  merger. At the date of acquisition the Company had no
significant  assets  or  liabilities.

Effective  January  1,  2002,  the  Company  acquired  approximately  95% of the
outstanding  common  stock  of PIP Espana as payment of accounts receivable from
PIP  Espana  of  $819,270.  PIP  Espana  conducts  its  operations  in  Spain.

The acquisition of PIP Espana has been accounted for as a purchase in accordance
with  SFAS  No.  141 (See Note 3).  The purchase price has been allocated to the
assets  acquired and the liabilities assumed based upon their fair values at the
date  of  acquisition,  as  follows:

     Current  Assets                        $     640,327
     Property  and  Equipment                       1,652
     Goodwill                                     645,902
     Current  Liabilities                        (468,611)
                                            --------------
                                            $     819,270
                                            ==============

The  following  unaudited  pro  forma  consolidated results of operations of the
Company  and  Subsidiaries  for  the  year  ended  June 30, 2002 assume that the
acquisition of PIP Espana had occurred as of July 1, 2001. The pro forma data is
for  informational  purposes  only  and  may  not necessarily reflect the actual
results  of  operations  had  PIP  Espana been acquired as a part of the Company
since  July  1,  2001.



     Sales                                  $   6,589,951
                                            ==============
     Net  income                            $     673,578
                                            ==============
     Basic  net  income  per  common  share $        0.04
                                            ==============
     Basic weighted average common  share
       outstanding                             16,166,667
                                            ==============


                                       F-6
<PAGE>

                    HERITAGE WORLDWIDE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003


NOTE  2  -  BASIS  OF  PRESENTATION  AND  CONSOLIDATION

The  consolidated  financial  statements include the accounts of the Company and
its  subsidiaries. All material intercompany accounts and transactions have been
eliminated  in  consolidation.

NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Concentration  of  Credit  Risk
-------------------------------
Accounts  receivable are due from various customers through out the world in the
plastic  and reconstructive surgery industry; accordingly the Company is exposed
to  business,  economic  and legal risks of that industry.  Although the Company
does  not  currently  foresee  a  concentrated credit risk associated with these
accounts  receivable, repayment is dependent upon the financial stability of the
plastic  and  reconstructive  surgery  industry.

Concentration  of  Credit  Risk  for  Cash  Held  at  Banks
-----------------------------------------------------------
The  Company has deposits with commercial institutions in France, which at times
may  exceed  the  insured  French  statutory  limits  of approximately $150,000.
Management  has  placed  these  funds  in  high quality institutions in order to
manage  this  risk.

Allowance  for  Doubtful  Accounts
----------------------------------
The  Company  estimates  uncollectibility  of  accounts  receivable by analyzing
historical  bad  debts,  customer concentrations, customer credit worthiness and
current  economic  trends  when  evaluating  the  adequacy  of the allowance for
doubtful  accounts.

During  the  year ended June 30, 2002 the Company determined that the receivable
from  PIP  America,  an  unrelated  entity,  of  approximately,  $1,235,000  was
uncollectible  and,  accordingly,  wrote  off  the  balance against a previously
recognized  allowance.

Inventories
-----------
Inventories  are  stated  at  the  lower  of cost (first-in, first-out basis) or
market.

Property  and  Equipment
------------------------
Property  and  equipment  are  stated  at cost less accumulated depreciation and
amortization.  Depreciation  is  recorded  on  the  straight-line basis over the
estimated  useful  lives  of  the  assets,  which range from three to ten years.
Amortization  of  leasehold improvements and capital leases is recorded over the
shorter  of  the straight-line basis over the estimated useful life or the lease
term  of the asset. Normal maintenance and repairs of property and equipment are
expensed  as  incurred  while  renewals,  betterments  and  major  repairs  that
materially  extend  the  useful  life of property and equipment are capitalized.
Upon  retirement or disposition of property and equipment, the asset and related
accumulated  depreciation  or  amortization is removed from the accounts and any
resulting  gain  or  loss  is  charged  to  operations.


                                       F-7
<PAGE>

NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  continued

Goodwill
--------
Goodwill  represents the excess of costs over fair value of assets of businesses
acquired.  In  June  2001  the  Financial  Accounting  Standards  Board ("FASB")
approved  the  issuance  of Statement of Financial Accounting Standards ("SFAS")
No.  141,  "Business  Combinations"  and  SFAS  No.  142,  "Goodwill  and  Other
Intangible  Assets."  The  new  standards require that all business combinations
initiated  after  June  30, 2001 be accounted for using the purchase method.  In
addition,  all  intangible assets acquired that are obtained through contractual
or  legal right, or are capable of being separately sold, transferred, licensed,
rented  or  exchanged  shall  be  recognized  as  an  asset apart from goodwill.
Goodwill  and  intangibles  with  indefinite  lives will no longer be subject to
amortization,  but  will  be  subject  to  at  least  an  annual  assessment for
impairment  by  applying  a  fair  value  based  test.

Impairment  of  long-lived  assets
----------------------------------
The  Company reviews long-lived assets for impairment whenever circumstances and
situations change such that there is an indication that the carrying amounts may
not  be  recovered.  In such circumstances, the Company will estimate the future
cash  flows  expected  to  result  from  the  use  of the asset and its eventual
disposition.  Future  cash  flows  are  the  future  cash inflows expected to be
generated  by  an  asset  less  the  future outflows expected to be necessary to
obtain  those  inflows.  If  the  sum  of  the  expected  future  cash  flows
(undiscounted  and without interest charges) is less than the carrying amount of
the  asset,  the Company will recognize an impairment loss to adjust to the fair
value  of  the asset.  At June 30, 2003 the Company believes that there has been
no  impairment  of  its  long-lived  assets.

Investment
----------
The  Company's  investment  is reported on the equity method (See Note 6). Under
this  method  the  initial  investment  is  recorded  at cost. Subsequently, the
investment  is  increased or decreased to reflect the Company's share of income,
losses  and  dividends  paid.

Income  Taxes
-------------
The  Company  uses the liability method for income taxes as required by SFAS No.
109  "Accounting  for Income Taxes."  Under this method, deferred tax assets and
liabilities  are determined based on differences between financial reporting and
tax  basis  of  assets and liabilities.  Deferred tax assets and liabilities are
measured  using  enacted  tax  rates  and  laws  that will be in effect when the
differences  are  expected to reverse. Valuation allowances are established when
it  is  more  likely than not that the deferred tax assets will not be realized.

Product  Warranties
-------------------
The  Company  warrants their product for product failure. The Company provides a
limited  warranty for a period of five years from implantation, and an even more
limited  warranty  thereafter.  The  Company has provided a reserve for warranty
expense  for future normal claims (see Note 11) based on a three year historical
rate.  The  warranty's  can  be  fulfilled  by  either  payment in cash, product
replacement  or  both.

Revenue  Recognition
--------------------
The  Company  recognizes  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.


                                       F-8
<PAGE>

                    HERITAGE WORLDWIDE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003


NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  continued

Shipping  and  Handling  Costs
------------------------------
Shipping  and  handling  costs  are included in cost of sales in accordance with
guidance  established  by  the  Emerging  Issues  Task  Force,  issue No. 00-10,
"Accounting  for  Shipping  and  Handling  Costs."

Advertising
-----------
Advertising  costs  are expensed as incurred and included in selling general and
administrative  expenses  in  the  accompanying  consolidated  statement  of
operations.  For  the  years  ended  June 30, 2003 and 2002 the Company incurred
advertising  expenses  of  approximately  $39,800  and  $38,400,  respectively.

Research  and  Development
--------------------------
Research  and  development  costs  are  charged  to  operations  as incurred and
consists  primarily  of  salaries,  raw  materials  and  supplies.

Income  (Loss)  per  Share
--------------------------
The  Company presents basic income (loss) per share and, if appropriate, diluted
earnings  per  share in accordance with the provisions of SFAS No. 128 "Earnings
per  Share"  ("SFAS  128").

Under  SFAS  128,  basic net income (loss) per share is computed by dividing the
net  income  (loss) for the year by the weighted average number of common shares
outstanding  during  the  year.  Diluted  net  income  per  share is computed by
dividing  the  net  income for the year by the weighted average number of common
shares  and  common  share equivalents outstanding during the year.  The Company
does not have any common stock equivalents.  Dilutive earnings per share are not
presented  for  both  years  shown  as it is the same as basic income per share.

Financial  Instruments
----------------------
The  carrying  amounts  of  financial  instruments,  including  cash,  accounts
receivable, bank overdraft and accounts payable and accrued expenses approximate
fair  value  at  June  30,  2003 because of the relatively short maturity of the
instruments.  The  carrying  value  of  long term debt approximate fair value at
June 30, 2003 based upon debt terms available for companies under similar terms.

Foreign  Currency  Translation  and  Transactions
-------------------------------------------------
The assets and liabilities of the foreign subsidiaries are translated at current
exchange  rates  and  related revenues and expenses at average exchange rates in
effect  during  the  year.  Resulting  translation adjustments, if material, are
recorded  as  a  separate component of stockholders' equity and foreign currency
transaction  gains  and  losses  are  included  in  operations.

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.


                                       F-9
<PAGE>

                    HERITAGE WORLDWIDE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003


NOTE  3  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  continued

Recently  Issued  Accounting  Pronouncements
--------------------------------------------
In  April  2003,  the  FASB  issued SFAS No. 149, "Amendment of Statement 133 on
Derivative  Instruments  and  Hedging  Activities" ("SFAS 149").  This statement
amends  SFAS  133  to  provide  clarification  on  the  financial accounting and
reporting  of  derivative  instruments  and  hedging  activities  and  requires
contracts  with  similar  characteristics  to  be  accounted for on a comparable
basis.  The  adoption of SFAS 149 has not had a material effect on the Company's
financial  position  or  results  of  operations.

In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments  with  Characteristics of both Liabilities and Equity" ("SFAS 150").
SFAS  150  establishes  standards  on  the  classification  and  measurement  of
financial instruments with characteristics of both liabilities and equity.  SFAS
150  will  become  effective  for financial instruments entered into or modified
after  May 31, 2003. The Company believes that the adoption of SFAS 150 will not
have  a  material  effect  on  the  Company's  financial  position or results of
operations.

In  November  2002,  the FASB issued EITF Issue No. 00-21, "Revenue Arrangements
with  Multiple  Deliverables"  ("EITF  00-21").  EITF  00-21  addresses  certain
aspects  of  the  accounting  by  a company for arrangements under which it will
perform  multiple  revenue-generating activities.  EITF 00-21 addresses when and
how  an  arrangement  involving  multiple  deliverables  should  be divided into
separate  units of accounting.  EITF 00-21 provides guidance with respect to the
effect  of  certain  customer  rights  due  to  company  nonperformance  on  the
recognition  of  revenue  allocated to delivered units of accounting. EITF 00-21
also  addresses  the  impact on the measurement and/or allocation of arrangement
consideration  of customer cancellation provisions and consideration that varies
as  a  result  of  future  actions of the customer or the company. Finally, EITF
00-21  provides  guidance with respect to the recognition of the cost of certain
deliverables  that  are  excluded  from  the revenue accounting arrangement. The
provisions  of  EITF  00-21  will  apply to revenue arrangements entered into in
fiscal  periods beginning after June 15, 2003. The adoption of EITF 00-21 is not
expected  to  have  a  material  effect  on  the Company's financial position or
results  of  operations.

NOTE  4  -  INVENTORIES

Inventories  consist  of  the  following  at  June  30,  2003:

     Finished  Goods                        $   6,030,333
     Raw  materials                               107,285
     Other                                         48,457
                                            --------------
                                            $   6,186,075
                                            ==============

During  the  year  ended  June  30,  2002  the Company provided an allowance for
obsolete  inventory  of  $214,932.  For the year ended June 30, 2003 the Company
wrote  off  the  obsolete  inventory  against  the  allowance.


                                      F-10
<PAGE>

                    HERITAGE WORLDWIDE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003


NOTE  5  -  PROPERTY  AND  EQUIPMENT

Property  and  equipment  consists  of  the  following  at  June  30,  2003:

     Building                               $      66,665
     Leasehold  improvements                    2,930,278
     Machinery  and  equipment                  1,741,499
                                            --------------
                                                4,738,442
     Less:  accumulated depreciation and
       amortization                            (2,586,938)
                                            --------------
                                            $   2,151,504
                                            ==============

Certain property and equipment, with an original cost of approximately $162,000,
has  been  pledged  as  collateral  against  the  Company's  long  term  debt.

NOTE  6  -  INVESTMENT

At  June  30, 2003 the Company has an approximate 38% investment in Sci Lucas, a
related  French  real  estate  company,  including the approximate additional 8%
purchased in the year ended June 30, 2003 for approximately $241,000. Any equity
in  income  or loss of investee, for the years ended June 30, 2003 and 2002, was
not  material.  Sci Lucas is the owner of two buildings, which are leased to the
Company.  The  leases  will  expire  in  November 2009. The leases are renewable
automatically  unless  the  Company  cancels  the leases six months prior to the
renewal  date.

At  June 30, 2003 the Company owed Sci Lucas approximately $185,900, relating to
amounts  due  for  rent,  which  is  included  in  accounts  payable and accrued
expenses.  For  the  years ended June 30, 2003 and 2002 the Company paid rent to
Sci  Lucas  of  approximately  $356,400  and  $278,400,  respectively.


NOTE  7  -  LONG  TERM  DEBT

The  Company's  long  term debt consists of various notes payable with principal
amounts  ranging  from  $1,639  to $151,653, interest rates range from 4.71% per
annum  to  9.95% per annum and due dates between October 1, 2003 and December 5,
2006.  In  addition, the Company has received non-interest bearing advances from
ANVAR,  an agency of the French government, which finances or subsidizes certain
"credible"  research  and development projects.  If the research does not result
in  a  commercially  feasible  product and certain other conditions are met, the
Company  will  not  have  to  repay  some  or  all  of  the  advances.

Long  term  debt  consists  of  the  following  at  June  30,  2003:

     Notes  payable                         $     541,633
     ANVAR  advances                              137,124
                                            --------------
                                                  678,757
     Less:  current  portion                     (272,668)
                                            --------------
     Long term debt, net of current portion $     406,089
                                            ==============


                                      F-11
<PAGE>

                    HERITAGE WORLDWIDE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003


NOTE  7  -  LONG  TERM  DEBT  -  continued

The  aggregate  maturities  of  long  term debt at June 30, 2002 are as follows:

        June  30,
        ---------
          2004                              $     272,668
          2005                                    163,142
          2006                                    102,341
          2007                                      3,482
          2008  (ANVAR)                           137,124
                                            --------------
                                            $     678,757
                                            ==============


NOTE  8  -  INCOME  TAXES

The  (benefit)  provision for income taxes for the years ended June 30, 2003 and
2002  consist  entirely  of  foreign  deferred  income  taxes.

Under French tax law the Company has benefited from the provision which provides
a  120  month exemption from French corporate taxes beginning September 1, 1991.
Under French tax law net operating losses ("NOL's") of approximately $1,150,000,
that  can  be  used  to  offset  future  income,  are  available  indefinitely.

The  components  of the net deferred tax assets are as follows at June 30, 2003:

     Capitalized research and development   $     440,079
     Net  operating  loss  carryforward           401,137
     Depreciation                                (310,073)
     Retirement  payable                           19,371
     Other                                         17,155
                                            --------------
                                            $     567,669
                                            ==============

Differences  between the United States Federal statutory income tax rate and the
effective  tax  rate on the statement of operations for the years ended June 30,
2002  and  2001  are  as  follows:

                                  2003               2002
                                  ----               ----
     Federal                      34.0  %            34.0  %
     State                         0.0                0.0
     Foreign                     (69.7)             (26.3)
                                 --------           --------
                                 (35.7) %             7.7  %
                                 ========           ========


                                      F-12
<PAGE>

                    HERITAGE WORLDWIDE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003


NOTE  9  -  DUE  TO  STOCKHOLDER

At  June  30,  2003  the stockholder advanced funds on behalf of the Company for
travel  and  related  expenses.  The Company reimburses these amounts during the
succeeding  year.  These  advances  are  non-interest  bearing.

NOTE  10  -  EQUITY  TRANSACTIONS

The  Company  has  a private placement under which up to 1,000,000 shares of the
Company's  common  stock  may be sold at $1.00 per share, through March 1, 2004.

During  April  2003 the Company sold 30,000 shares of its common stock under the
private  placement.

NOTE  11  -  COMMITMENTS  AND  CONTINGENCIES

Lease  commitments:
------------------

The  Company  has  entered  into various noncancellable operating leases for its
corporate  offices, manufacturing and distribution facilities.  These leases all
expire  within 7 years.  For the years ended June 30, 2003 and 2002 rent expense
was  approximately  $471,500 and $324,400, respectively, inclusive of leases for
facilities  owned  by  related  parties.

At  June  30,  2003  total minimum rentals under operating leases with remaining
noncancellable  lease  terms  of  more  than  one  year  were  as  follows:

       Year  Ending
         June  30,
         ---------
          2004                      $     487,200
          2005                            472,300
          2006                            430,100
          2007                            381,800
          2008                            371,000
          Thereafter                      356,900
                                   --------------
                                    $   2,499,300
                                   ==============

Legal  Contingencies:
---------------------

The  Company  is  a  defendant  in various legal matters for unspecified damages
alleging  breach  of  warranty  and  personal injury from breast implants. These
matters  are  in various stages of litigation, for some of which the Company has
agreed to reimburse their US distributor in the amount of $600,000. In addition,
the  Company  has recognized an additional $75,000 for claims the Company may be
required  to  pay. Management and legal counsel can not determine the outcome of
these  matters, but has estimated an aggregate liability, including expenses net
of  insurance,  for these and any other claims, if any, of $1,352,000, which has
been  provided  for  as  of  June  30,  2003.


                                      F-13
<PAGE>

                    HERITAGE WORLDWIDE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003


NOTE  12  -  SEGMENT  AND  GEOGRAPHIC  INFORMATION

Information  about the Company's sales in different geographic locations for the
years  ended June 30, 2003 and 2002 is shown below pursuant to the provisions of
SFAS  No.  131,  "Disclosures  about  segments  of  an  Enterprise  and  Related
Information."
<TABLE>
<CAPTION>


                         Year  Ended  June  30,
                         ----------------------
                            2003        2002
                         ----------  ----------
<S>                      <C>         <C>
  Net Sales:
    France. . . . . . .  $2,533,000  $2,089,000
    Columbia. . . . . .   1,176,000     697,000
    Great Britain . . .     700,000     661,000
    Spain . . . . . . .     585,000     475,000
    Netherlands . . . .     625,000     409,000
    Italy . . . . . . .     302,000     315,000
    South Korea . . . .     159,000     437,000
    Thailand. . . . . .     215,000           -
    Mexico. . . . . . .     199,000     189,000
    Venezuela . . . . .     171,000     160,000
    Hungry. . . . . . .     158,000     108,000
    Australia . . . . .     150,000      32,000
    South Africa. . . .     143,000     176,000
    Singapore . . . . .      89,000      50,000
    Other countries (*)     118,000     342,000
                         ----------  ----------
                         $8,471,000  $6,140,000
                         ==========  ==========
</TABLE>

*  -  Included  in  amount  for  other  countries are sales to 28 countries that
represent each one less than 2% of total sales for the years ended June 30, 2003
and  2002.


                                      F-14
<PAGE>

                    HERITAGE WORLDWIDE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003

NOTE  13  -  SUBSEQUENT  EVENTS

-     During July 2003, the Company issued 60,000 shares of its common stock for
services  provided  to  the  Company.  These  services  were  valued at $60,000.
During  September  2003,  the  Company sold 38,000 shares of its common stock at
$1.00  per  shares  to  various  investors  through  the  Private  Placement.

-     During  October  2003,  the Company created a wholly owned subsidiary, PIP
Acquisition II, Inc., to acquire 100% of the outstanding common stock of OS MXM,
Inc.,  ("OS")  a  Delaware  Corporation (the Merger"). This acquisition has been
accounted  for  as  a  purchase.

Concurrent  with  the  Merger,  OS,  issued  convertible  debentures  totaling
$1,000,000 to an investor in exchange for $500,000 in cash and a promissory note
receivable  for $500,000. The debentures accrue interest at 1% per annum and are
due  October  9,  2008.  Under  the  terms of the Convertible Debenture Purchase
Agreement  (the  "Agreement"),  the  Company  has  reserved 10,000,000 shares of
common  in  escrow  to  be  distributed  upon  conversion.

The  per  share conversion price for the convertible debentures in effect on any
conversion  date, as defined in the Agreement, is the lesser of (a) $1.25 or (b)
100%  of  the average three lowest closing bid prices per share of the Company's
common  stock  during  the  forty trading days immediately preceding the date on
which  the  holder  of  the debenture provides the escrow agent with a notice of
conversion.  The  number  of  shares issuable upon conversion is also subject to
anti-dilution  provisions.  The  Investor's  right  to convert is subject to the
limitation  that  the  Investor  may  not at any time own more than 4.99% of the
outstanding common stock of the Company, unless the Company is in default of any
provision  of  the  debenture  agreement or the Investor gives seventy-five days
advance notice of its intent to exceed the limitation. In the event of a default
in  the  debentures,  interest on the debentures will accrue interest at 15% per
annum  from  the  date  of  default.

The  note  receivable  is  not  due until the closing bid price of the Company's
common  shares  is above $1.25 for thirty consecutive days at any time until the
date  of  maturity,  October  9,  2008.  This  note  does  not  accrue interest.


                                      F-15
<PAGE>