<PAGE>
                     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: DECEMBER 31, 2001

                                       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.)


   712 FIFTH AVENUE, 7TH FLOOR, NEW YORK, NEW YORK                   10019
--------------------------------------------------------------------------------
      (Address of principal executive offices)                     (Zip Code)


Issuer's telephone number          (212) 582-3400
                          ---------------------------------------------


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. [ ]

          State issuer's revenues for its most recent fiscal year: $0

          As of March 26, 2002, there were 14,425,000 shares of the registrant's
common stock, par value $0.001 issued and outstanding. Of these, 2,425,000
shares are held by non-affiliates of the registrant. The market value of
securities



<PAGE>



held by non-affiliates is $485,000 based on an assumed market value per share of
$.30 based on the most recent sale price per share of the registrant's common
stock on March 25, 2002.

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.
                      ----


<PAGE>



--------------------------------------------------------------------------------


                                TABLE OF CONTENTS

--------------------------------------------------------------------------------
<TABLE>
<S>                                                                                    <C>


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

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

  PART I

     1.  Description of Business........................................................  4

     2.  Description of Property........................................................  5

     3.  Legal Proceedings..............................................................  5

     4.  Submission of Matters to a Vote of Security Holders............................  6

  PART II

     5.  Market for Common Equity and Related Stockholder Matters.......................  6

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

     7.  Financial Statements...........................................................  9

     8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure...........................................................  9

  PART III

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

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

     11. Security Ownership of Certain Beneficial Owners and Management................. 10

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

     13. Exhibits and Reports on Form 8-K............................................... 12


</TABLE>


<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

        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 for primarily country and gospel music. However, to date the Company has
remained in the developmental stage and has undertaken no projects.

         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 "GEM Group") granting an option to the GEM Group to purchase an
aggregate of 2,048,000 shares of the Company's common stock from Mr. Moss.

          In October 2000, the GEM Group purchased an aggregate of 2,048,000
shares of the Company's common stock from Mr. Moss pursuant to the Option
Agreement. The GEM Group 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. and issued 12,000,000 shares
to HP Acquisitions, Inc. in anticipation of a possible acquisition of a
potential target identified by the GEM Group. No such acquisition was ever
undertaken.

        The Company, through the date of this filing, has no active operations.
As such, the Company:

       (i)    has no products or services at this time;


                                        4

<PAGE>




        (ii)   has no channel of distribution since it sells no products or
               provides no services;

        (iii)  has not engaged in or publicly announced any product development;

        (iv)   is not involved in any industry at this time;

        (v)    does not utilize any raw materials;

        (vi)   has no customers;

        (vii)  has entered into no agreements or contracts except for the Option
               Agreement described above and holds no patents, trademarks,
               licenses or franchises;

        (viii) is not subject to governmental regulation of its products or
               services since it neither produces products nor provides
               services;

        (ix)   has not engaged in any research and development activities;

        (x)    has no environmental compliance costs; and

        (xi)   has 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 merger with and into
Heritage Worldwide, Inc. The trading symbol of the Company's common stock was
changed to "HWWI."

ITEM 2.  DESCRIPTION OF PROPERTY

        We have no properties and at this time have no agreements to acquire any
properties. We operate from our offices at 712 Fifth Avenue, 7th Floor, New
York, NY 10019. Space is provided to the Company on a rent free basis by GEM
Advisors, Inc., an affiliate of the GEM Group, and it is anticipated that this
arrangement will remain until such time as we successfully consummate a merger
or acquisition. Management believes that this space will meet our needs for the
foreseeable future.

ITEM 3.  LEGAL PROCEEDINGS


                                        5

<PAGE>




        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 our common stock
and warrants 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.


<TABLE>
<CAPTION>


YEAR ENDED DECEMBER 31, 2001                                                    COMMON STOCK
----------------------------

<S>                                                                   <C>                        <C>
                                                                      HIGH                       LOW
                                                                      ----                       ---
First Quarter                                                         .28                        .19
Second Quarter                                                        .51                        .15
Third Quarter                                                         .90                        .26
Fourth Quarter                                                        .80                        .20

YEAR ENDING DECEMBER 31, 2000
-----------------------------
Third Quarter                                                         .19                        .03
Fourth Quarter                                                        .22                        .13
</TABLE>


         There are currently 14,425,000 shares of common stock issued and
outstanding, including 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. 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.

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

        As anticipated in Part I, Item 1, the Company's plan of operation will
be to seek an attractive acquisition or merger candidate in the United States,
preferably in an arts related area.



                                        6

<PAGE>



        (i)    Since the Company's cash requirements are essentially nil, there
               are no plans to raise additional capital within the next year
               except if required for acquisition purposes.

        (ii)   No product research and development is or will be undertaken.

        (iii)  There are no expected sales or purchases of plant and equipment.

        (iv)   There are no plans to hire employees.

RISK FACTORS

Our business is subject to numerous risk factors, including the following:

        NO REVENUE AND MINIMAL ASSETS. We have no operations or revenues. We
essentially have no assets or financial resources. In addition, we will continue
to incur operating expenses without corresponding revenues until we acquire a
business opportunity. There is no assurance that we can identify such a business
opportunity and consummate such a combination. As a result, we may continue to
incur net operating losses that will increase continuously.

        SPECULATIVE NATURE OF OUR OPERATIONS. The success of our current plan of
operation will depend to a great extent on the operations, financial condition
and management of a business opportunity that we may identify. In the event we
complete a business combination, the success of our operations may be dependent
upon management of the successor firm or venture partner firm and numerous other
factors beyond our control.

        SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS.
We are and will continue to be an insignificant participant in the business of
seeking mergers with, joint ventures with and acquisitions of small private and
public entities. A large number of established and well-financed entities,
including venture capital firms, are active in mergers and acquisitions of
companies that may be desirable target candidates for us. Nearly all such
entities have significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently, we will be at a
competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, we will also compete
in seeking merger or acquisition candidates with numerous other small public
companies.

        NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION. We have no
arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public entity. There
can be no assurance that we will be successful in identifying and evaluating
suitable business opportunities or in concluding a business combination. There
is no assurance management will be able to negotiate a business combination on
terms favorable to us.

        NO STANDARDS FOR BUSINESS COMBINATION. We have not established a
specific length of operating history or a specified level of earnings, assets,
net worth or other criteria which we will require a target business opportunity
to have achieved. Accordingly, we may enter into a business combination with a
business opportunity having:


                                        7

<PAGE>

        o        no significant operating history;

        o        losses;

        o        limited or no potential for earnings;

        o        limited assets;

        o        negative net worth; or

        o        other characteristics that are indicative of development stage
                 companies


        REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Sections 13
and 15(d) of the Securities Exchange Act require reporting companies to provide
certain information about significant acquisitions, including audited financial
statements for the company acquired, covering one, two, or three years,
depending on the relative size of the acquisition. The time and additional costs
that may be incurred by some target entities to prepare such statements may
significantly delay or essentially preclude us from consummating an otherwise
desirable acquisition. Acquisition prospects that do not have or are unable to
obtain the required audited statements may be inappropriate for acquisition so
long as the reporting requirements of the Securities Exchange Act are
applicable.

        PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination
involving the issuance of our common stock will, in all likelihood, result in
shareholders of a private company obtaining a controlling interest in the
Company. Any such business combination may require our management and/or
affiliates to sell or transfer all or a portion of our common stock held by them
and/or to resign as officers or directors. The resulting change in control of
the Company could result in removal of our present officer and director and a
corresponding reduction in or elimination of his participation in our future
affairs.

        REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING A BUSINESS
COMBINATION. If we engage in a business combination with a private entity, in
all likelihood, such a combination would result in the Company's issuing
securities to the owners of such private entity. The issuance of previously
authorized and unissued common stock of the Company would result in a reduction
in the percentage of shares owned by our present and prospective shareholders
and may result in a change in control or management of the Company.

        TAXATION. Federal and state tax consequences will, in all likelihood, be
major considerations in any business combination we may undertake. Currently,
such transactions may be structured so as to result in tax-free treatment to
both companies, pursuant to various federal and state tax provisions. We intend
to structure any business combination so as to minimize the federal and state
tax consequences to both the Company and the target entity; however, there can
be no assurance that such business combination will meet the statutory
requirements of a tax-free reorganization or that the parties will obtain the
intended tax-free treatment upon a transfer of stock or assets. A non-qualifying
reorganization could result in the imposition of both federal and state taxes
which may have an adverse effect on both parties to the transaction.



                                        8

<PAGE>



RESULTS OF OPERATION FOR THE YEAR ENDED DECEMBER 31, 2001 AS COMPARED TO
DECEMBER 31, 2000

        The Company's revenues were nil for the year ended December 31, 2001 as
compared to nil for the year ended December 31, 2000. Similarly, the Company
incurred no expenses for the year ended December 31, 2001 as compared to no
expenses incurred for the year ended December 31, 2000.

        The Company is a development stage company. It has yet to commence
full-scale operations. From the Company's inception through the date of these
financial statements, the Company did not have any revenue or earnings. At the
current time, the Company has no assets or liabilities. If a public market
should develop for the Company's common stock, certain privately-held companies
or business opportunities may be interested in merging with the Company because
the Company's securities would be publicly traded, thereby allowing the
privately held company to become public. In addition, the merging company would
become an SEC reporting company by virtue of merging with the Company.

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.


                                    PART III

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.


          NAME                       AGE      POSITION
          ----                       ---      --------
          John Thompson              52       Sole Director and President,
                                              Treasurer and Secretary

        The sole Director and Executive Officer of the Company is John Thomspon.
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.

        JOHN THOMPSON, SOLE DIRECTOR, PRESIDENT, DIRECTOR AND SECRETARY



                                        9

<PAGE>



         Mr. Thompson, 52, has held the offices of President, Treasurer and
Secretary and has been sole Director of the Company since December 14, 2001. Mr.
Thompson has been Managing Director of Ormonde Capital, a private investment
partnership in Toronto, Canada for over ten years. He was formerly a VP of TD
Securities, and prior to that he was an analyst with Royal Bank of Canada. Mr.
Thompson attended McGill University in Montreal, Canada.

        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 failed to be 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, 2001 and 2000 by our executive officers.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                                             Long Term Compensation
                                                      Annual Compensation                Awards                    Payouts

<S>                         <C>        <C>         <C>         <C>              <C>          <C>            <C>          <C>
                                                                                Restricted   Securities     All Other
                                                               Other Annual       Stock      Underlying       LTIP       Compen-
            Name &                                 Bonus       Compensation      Awards       Options/      Payouts      sation
      Principal Position    Year      Salary ($)    ($)            ($)             ($)        SARs (#)        ($)          ($)

John Thompson,              2001             -0-    -0-            -0-             -0-          -0-           -0-          -0-
President, Treasurer and
Secretary

Howard Blum, Former         2000             -0-    -0-            -0-             -0-          -0-           -0-          -0-
President, Treasurer and
Secretary

Hershey Moss, CEO           1999             -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


                                       10

<PAGE>



share, the only class of voting securities of the Company (other than shares
issued to HP Acquisitions, Inc., a wholly-owned subsidiary of the Company)
outstanding as of April 1, 2002.
<TABLE>
<S>                         <C>                                 <C>                         <C>


                            NAME AND                            AMOUNT AND
TITLE OF                    ADDRESS OF                          NATURE OF                   PERCENTAGE
CLASS                       BENEFICIAL OWNER                    BENEFICIAL OWNERSHIP        OF CLASS*
-----------------------------------------------------------------------------------------------------

Common Stock, par           GEM Global Yield Fund Limited        499,500 shares               20.1%
value $.001 per share       c/o 38 Hertford St.
                            London, England W1Y 7TG              Direct

Common Stock, par           GEM Singapore Limited                499,500 shares               20.1%
value $.001 per share       c/o 38 Hertford St.                  Direct
                            London, England W17 7TG

Common Stock, par           Global Strategic Holdings Limited    499,500 shares               20.1%
value $.001 per share       11 Bath St.
                            St. Helier, Jersey JE4 0YZ           Direct

Common Stock, par           Ocean Strategic Holdings Limited     499,500 shares               20.1%
value $.001 per share       11 Bath St.
                            St. Helier, Jersey JE4 0YZ           Direct

</TABLE>

* Based on 2,425,000 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 April 1, 2002 is as
follows:
<TABLE>
<S>                        <C>                                 <C>                        <C>

                            Name and                            Amount and
Title of                    Address of                          Nature of                   Percentage
Class                       Beneficial Owner                    Beneficial Ownership        of Class*
-----------------------------------------------------------------------------------------------------

Common Stock, par           John Thompson                       0 shares                     0
value $.001 per share

Common Stock, par           All Officer and Directors as
value $.001 per share       a Group                             0 shares                     0

-----------------------

</TABLE>

* Based on 2,425,000 shares issued and outstanding and excluding 12,000,000
shares held by HP Acquisitions, Inc., a wholly-owned subsidiary of the Company.


-------------------


        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.



                                       11

<PAGE>



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.

1.      FINANCIAL STATEMENTS                                               PAGE
                                                                           ----

        Report of Rogoff & Company, P.C.,  Independent Certified
        Public Accountants                                                 F-1

        Balance Sheets as of December 31, 2001 and 2000                    F-2

        Statements of Income for the years ended
        December 31, 2001, and 2000                                        F-3

        Statements of Cash Flows for the years ended
        December 31, 2001 and 2000                                         F-4

        Statement of Stockholders' Equity for the years
        ended December 31, 2001 and 2000                                   F-5

        Notes to Financial Statements                                      F-6

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:

     EXHIBIT
     NUMBER                                  TITLE OF DOCUMENT
--------------------------------------------------------------------------------



      2.1*             Agreement and Plan of Reorganization between Heritage
                       Productions, Inc. and Heritage Worldwide, Inc. dated
                       May 18, 2001

      3.1*             Certificate of Incorporation of Registrant

      3.2*             By-laws of Registrant

      21               List of Subsidiaries of the Registrant



                                       12

<PAGE>

   ---------------

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


        (b)    Reports on Form 8-K.

               None.





                                       13

<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 PRODUCTIONS, INC.


Dated: April 1, 2002         By: /s/ John Thompson
                                 -----------------------------------------------
                                    John Thompson
                                    President, Treasurer and Director

        Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on this first day of April, 2002.



                              By: /s/ John Thompson
                                  ----------------------------------------------
                                      John Thompson
                                      President, Treasurer and Director







                                       14

<PAGE>


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



                          Independent Auditors' Report


The Board of Directors and Stockholders
Heritage Worldwide, Inc.:


We have audited the accompanying balance sheets of Heritage Worldwide, Inc. as
of December 31, 2001 and 2000, and the related statements of income, statements
of cash flows and statements of stockholders equity for the years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing standards
accepted in the United States of America. Those standards require that we plan
and perform the audits 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. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Heritage Productions, Inc. at
December 31, 2001 and 2000, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has no operations and has incurred losses that
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to this matter are also discussed in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

                                                     /s/ROGOFF & COMPANY, P.C.

Rogoff & Company, P.C.
New York, New York
March 26, 2002


                                      F-1

<PAGE>

                            HERITAGE WORLDWIDE, INC.

                         (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                            December 31,
                                                                     -----------------------
                                                                        2001          2000
                                                                     --------       --------
<S>                                                                  <C>            <C>
Current Assets
  Cash                                                               $     --       $     --
                                                                     --------       --------
Other Assets
  Deferred tax asset, net of valuation
    allowance (Note 4)                                                     --             --
                                                                     --------       --------
Total Assets                                                         $     --       $     --
                                                                     ========       ========


                       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Stockholders' Equity (Deficit)

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

Additional paid-in-capital                                                 --             --

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

Deficit accumulated during the
  development stage                                                   (14,675)       (14,675)
                                                                     --------       --------
Total Liabilities and Stockholders' Equity                           $     --       $     --
                                                                     ========       ========
</TABLE>


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


                                      F-2

<PAGE>

                            HERITAGE WORLDWIDE, INC.

                         (A DEVELOPMENT STAGE COMPANY)

                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                                                      Date of
                                                                           Years ended              Inception to
                                                                           December 31,             December 31,
                                                                   --------------------------       ------------
                                                                      2001            2000              2001
                                                                   ---------      -----------       -----------
<S>                                                                <C>            <C>               <C>
Net Sales                                                          $      --      $        --       $        --

Cost of Goods Sold                                                        --               --                --
                                                                   ---------      -----------       -----------
Gross Profit                                                              --               --                --
                                                                   ---------      -----------       -----------
Expenses
  Professional services                                                   --               --            14,675
                                                                   ---------      -----------       -----------
Net (loss) before income taxes                                            --               --           (14,675)

Income Taxes (Note 4)                                                     --               --                --
                                                                   ---------      -----------       -----------
Net (loss)                                                         $      --      $        --       $   (14,675)
                                                                   =========      ===========       ===========
Net income (loss) per common share
  Continuing operations                                                   --               --       $     (0.01)
                                                                   ---------      -----------       ===========
  Weighted average shares outstanding                              2,425,000        2,425,000         2,175,540
                                                                   =========      ===========       ===========
</TABLE>


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


                                      F-3

<PAGE>

                            HERITAGE WORLDWIDE, INC.

                         (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                              Date of
                                                      Years ended          Inception to
                                                      December 31,         December 31,
                                                 ----------------------    ------------
                                                   2001          2000         2001
                                                 --------      --------      --------
<S>                                              <C>           <C>           <C>
Cash Flows From Operating Activities:
  Continuing operations
    Net income                                   $     --      $     --      $(14,675)
                                                 --------      --------      --------
Noncash items included in net income (loss)
  Stock issued for professional services
    rendered                                           --            --         2,175

Changes in Assets and Liabilities:
  Increase in deferred tax asset                       --            --        (1,875)
  Increase in valuation allowance                      --            --         1,875
                                                 --------      --------      --------
    Net adjustments                                    --            --         2,175
                                                 --------      --------      --------
Cash Used by Operating Activities                      --            --       (12,500)
                                                 --------      --------      --------
Cash Flows From Financing Activities:
  Stock issued for cash                                --            --        12,500
                                                 --------      --------      --------
Cash Provided by Financing Activities                  --            --        12,500
                                                 --------      --------      --------
Net change in cash                                     --            --            --

Cash at beginning of period                            --            --            --
                                                 --------      --------      --------
Cash at end of period                            $     --      $     --      $     --
                                                 ========      ========      ========
SUPPLEMENTAL DISCLOSURES
  Amount paid for interest                       $     --      $     --      $     --
                                                 ========      ========      ========
  Amount paid for income taxes                   $     --      $     --      $     --
                                                 ========      ========      ========
</TABLE>


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


                                      F-4

<PAGE>

                            HERITAGE WORLDWIDE, INC.

                         (A DEVELOPMENT STAGE COMPANY)

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

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

Net loss for fiscal 1983                    --               --           --          (2,175)          (2,175)
                                   -----------      -----------     --------     -----------      -----------
Balance, December 31, 1983           2,175,000            2,175           --          (2,175)              --

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

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

Net loss for fiscal 1997                    --               --           --         (12,500)         (12,500)
                                   -----------      -----------     --------     -----------      -----------
Balance, December 31, 1997           2,425,000      $    14,675     $     --     $   (14,675)              --

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

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

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

Net loss for period ended
  December 31, 2000                         --               --           --              --               --
                                   -----------      -----------     --------     -----------      -----------
Balance, December 31, 2000           2,425,000      $    14,675     $     --     $   (14,675)     $        --
                                   ===========      ===========     ========     ===========      ===========
Net income for year ended
  December 31, 2001                         --               --           --              --               --
                                   -----------      -----------     --------     -----------      -----------
Balance, December 31, 2001           2,425,000      $    14,675     $     --     $   (14,675)     $        --
                                   ===========      ===========     ========     ===========      ===========
</TABLE>

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


                                      F-5

<PAGE>

                            HERITAGE WORLDWIDE, INC.

                         (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2001 and 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES AND BUSINESS ACTIVITY

On August 24, 2001 Heritage Productions, Inc., a Louisiana Corporation, merged
into its newly-formed, wholly owned subsidiary, Heritage Worldwide, Inc.
Heritage Worldwide, Inc., a Delaware Corporation (the "Company") is the
surviving company. The sole purpose of the transaction was to effect a change of
name and domicile. Under the terms of this reverse merger, the outstanding stock
of Heritage Productions, Inc. ("Productions") was exchanged one-for-one for
stock in the Company. The stockholder equity section of the balance sheet and
earnings per share have been retroactively restated to reflect the effect of the
merger as if Heritage Worldwide had at all times been in existence as the
corporate parent. Historical stockholder equity of the Company prior to this
merger has been restated for the equivalent number of shares included in the
merger after giving effect to the difference in the par value of the Company and
Productions stock with the offset to capital.

BUSINESS ACTIVITY

The main purposes of forming the Company were to develop, finance, and produce
record albums, cassette tapes, and compact discs for domestic distribution,
operate music publishing firms, and engage in the business of providing personal
and business management services. However, as of the date of these financial
statements, there has been no business activity conducted by the Company since
its formation. The Company's financial statement is consolidated with that of
its wholly owned subsidiary H.P. Acquisitions, Inc. ("Acquisitions").

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

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

ACCOUNTING METHOD

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


                                      F-6

<PAGE>

                            HERITAGE WORLDWIDE, INC.

                         (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2001 and 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES AND BUSINESS ACTIVITY
- continued

CASH AND CASH EQUIVALENTS FOR STATEMENT OF CASH FLOWS

The Company treats debt securities with an original maturity of three months or
less as equivalent to cash.

NONCASH SECURITY ISSUANCE

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

TREASURY STOCK

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

INCOME (LOSS) PER SHARE

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

STATEMENT OF CASH FLOWS

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

INCOME TAXES

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


                                      F-7

<PAGE>

                            HERITAGE WORLDWIDE, INC.

                         (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2001 and 2000

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES AND BUSINESS ACTIVITY (cont'd)

USE OF ESTIMATES

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


NOTE 2 - BASIS OF PRESENTATION AND CONSIDERATIONS RELATED TO ABILITY TO CONTINUE
         AS A GOING CONCERN

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company incurred net losses
of $14,675 for the period from inception (March 23, 1983) to December 31, 2000.
This factor, among others, raises substantial doubt as to the Company's ability
to obtain additional long-term debt and/or equity financing and achieve
profitable operations. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or
the amounts and classification of liabilities that might be necessary should the
Company be unable to continue in existence. Management is still seeking
additional investment capital to support its entrance into new business ventures
and provide the capital needed to operate.

NOTE 3 - DEVELOPMENT STAGE COMPANY

The Company is a development stage company as defined in Financial Accounting
Standards Board Statement No. 7. It has yet to commence full-scale operations.
From inception through the date of these financial statements, the Company did
not have any revenue or earnings. At the current time, the Company has no assets
or liabilities. If a public market develops for the Company's shares, certain
privately-held companies or business opportunities may be interested in merging
with the Company because the Company's securities would be publicly traded,
thereby allowing the privately-held company to become publicly traded through
the merger.


                                      F-8

<PAGE>

                            HERITAGE WORLDWIDE, INC.

                         (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2001 and 2000


NOTE 3 - DEVELOPMENT STAGE COMPANY (cont'd)

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

NOTE 4 - INCOME TAXES

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

Amounts for deferred tax assets are as follows:

<TABLE>
<CAPTION>
                                        December 31,
                                    -------------------
                                      2001        2000
                                    -------     -------
<S>                                 <C>         <C>
Deferred tax asset, net of
 valuation allowance of $1,875
 at December 31, 2001 and 2000      $    --     $    --
                                    =======     =======
</TABLE>


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

                                                    December 31,
                                                -------------------
                                                  2001     2000
                                                -------     -------
Tax benefit of net operating
  loss carryforward                             $ 1,875     $ 1,875

Valuation allowance based on
  probability of realization of
  net operating loss carryforward
  in future years                                (1,875)     (1,875)

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


                                      F-9

<PAGE>

                            HERITAGE WORLDWIDE, INC.

                         (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2001 and 2000


NOTE 4 - INCOME TAXES (cont'd)

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

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


NOTE 5 - RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement
No. 141 Business Combinations and Statement No. 142 Goodwill and Other
Intangible Assets. These statements are effective July 1, 2001 for business
combinations completed on or after that date. These statements become effective
for the Company on January 1, 2002 with respect to business combinations
completed on or before June 30, 2001. The Company has not completed any business
combinations except for the merger of the Company and Productions as of
September 30, 2001 and management cannot currently assess what affect the future
adoption of these pronouncements will have on the Company's financial
statements.

In addition, in June, 2001, the FASB also issued Statement No. 143 Accounting
for Asset Retirement Obligations effective for years beginning after June 15,
2002, and in August 2001 Statement No. 44 Accounting for Impairment or Disposal
of Long-Lived Assets effective for years beginning after December 15, 2001.
Management has reviewed the conclusions of Statements 143 and 144 in connection
with the Company's current business plan and cannot currently assess what the
effect the future adoption of these pronouncements will have on the Company's
financial statements.


                                      F-10

<PAGE>

                            HERITAGE WORLDWIDE, INC.

                         (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2001 and 2000


NOTE 6 - BUSINESS PLAN ANNOUNCEMENT

On December 5, 2001, the Company announced that it had signed a letter of intent
to acquire Sports, Entertainment and Learning Network, Inc. As of March 26, 2002
that letter of intent has been cancelled.


                                      F-11
<PAGE>



Exhibit Index:


     EXHIBIT
     NUMBER                                  TITLE OF DOCUMENT
--------------------------------------------------------------------------------



       2.1*            Agreement and Plan of Reorganization between Heritage
                       Productions, Incl and Heritage Worldwide, Inc.
                       dated May 18, 2001

       3.1*            Certificate of Incorporation of Registrant

       3.2*            By-laws of Registrant

        21             List of Subsidiaries of the Registrant
--------------

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