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, 2002

                                       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.)


                     38 Hertford St. London, England W1Y7TG
                     --------------------------------------
               (Address of principal executive offices)(Zip Code)


Issuer's  telephone  number     020  7355  2051
                                ---------------

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
SB 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




                                        1
<PAGE>

As  of  March  15, 2003, there were 16,166,667 shares of the registrant's common
stock,  par  value  $0.001 issued and outstanding.  Of these, 427,000 shares are
held by non affiliates of the registrant. The market value of securities held by
non-affiliates  is $431,300 based on an assumed market value per share of  $1.01
based  on  the most recent sale price per share of the registrant's common stock
on  March  12,  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
-----------------------                                                                                 ----
<S>                                                                                                    <C>
      Special  Note  Regarding  Forward-Looking  Statements                                               4

PART I

  1.  Description of Business                                                                             4

  2.  Description of Property                                                                             11

  3.  Legal Proceedings                                                                                   12

  4.  Submission of Matters to a Vote of Security Holders                                                 12

PART II

  5.  Market for Common Equity and Related Stockholder Matters                                            12

  6.  Management's Discussion and Analysis of Financial Condition and
      Results of Operations                                                                               13

  7.  Financial Statements                                                                                14

  8.  Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure                                                                                14

PART III

  9.  Directors, Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of the Exchange Act                                                   14

  10. Executive Compensation                                                                              15

  11. Security Ownership of Certain Beneficial Owners and Management                                      15

  12. Certain Relationships and Related Transactions                                                      17

  13. Exhibits and Reports on Form 8-K                                                                    17

  14. Controls and Procedures                                                                             18

</TABLE>





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<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





                                        5
<PAGE>

"First  Investment  Period") and $500,000 of which is proposed to be invested by
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 $1.00 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  $1.00  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  Protheses,  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.

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





                                        8
<PAGE>

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
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.





                                        9
<PAGE>

     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.

     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  this  year  or  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.  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:

     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.  Add  new  products  to  its  product  line,  including:





                                       10
<PAGE>

          (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.

EMPLOYEES

     As  of  December  31,  2002,  PIP had approximately 110 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.

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 W1Y7TG.  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.






                                       11
<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.

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.





                                       12
<PAGE>

<TABLE>
<CAPTION>
                                   Common Stock

Year Ended December 31, 2002           High  Low
----------------------------           ----  ---
<S>                                  <C>   <C>
First Quarter. . . . . . . .           .30  .30

Second Quarter . . . . . . .           .30  .15

Third Quarter. . . . . . . .           .15  .15

Fourth Quarter . . . . . . .           .50  .15


Year Ended December 31, 2001           High  Low
----------------------------           ----  ---

First Quarter. . . . . . . .           .28  .19

Second Quarter . . . . . . .           .51  .15

Third Quarter. . . . . . . .           .90  .26

Fourth Quarter . . . . . . .           .80  .20

</TABLE>


     On  March  12,  2003, the closing bid price for our common stock was $1.01.

     There  are  currently  16,166,667  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.

RESULTS  OF  OPERATION  FOR  THE  YEAR  ENDED  DECEMBER  31, 2002 AS COMPARED TO
DECEMBER  31,  2001

     The  Company's  revenues  were  nil for the year ended December 31, 2002 as
compared  to  nil  for the year ended December 31, 2001.  Similarly, the Company
incurred  no  expenses  for  the  year ended December 31, 2002 as compared to no
expenses  incurred  for  the  year  ended  December  31,  2001.





                                       13
<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.

     As  of  December 31, 2002, the Company was a development stage company.  It
had  yet  to  commence any operations.  From the Company=s inception through the
date  of  the  financial statements included in this report, the Company did not
have  any  revenue  or  earnings.  As  of  December 31, 2002, the Company had no
assets  or  liabilities.  Currently  the  assets  and liabilities of the Company
consist  of  the  assets  and  liabilities  of  PIP,  including its wholly owned
subsidiary,  PIP  Espagne.

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 the Company's
officers  and  directors.

     Name                  Age     Position
     ----                  ---     --------
     Fabrice  Viguier      29      Sole  Director  and  President,
                                   Treasurer  and  Secretary

     The  sole Director and Executive Officer of the Company is Fabrice Viguier.
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.

     The  Company anticipates an increase in the number of Directors from one to
seven.  Pursuant  to  the Stockholders' Agreement herein before referred to, two
of  those  Directors  will  be designated by the Company's majority shareholder,
Milo  Finance  S.A.,  one  of  those  Directors  will  be  designated the Former
Principal  Shareholders,  each of which currently owns approximately 3.1% of the
issued  and  outstanding  shares  of the Company, and four independent directors






                                       14
<PAGE>

agreeable  to  both the current majority shareholder, MILO Finance, S.A. and the
Former  Principal  Shareholders.

     FABRICE  VIQUIER,  SOLE  DIRECTOR,  PRESIDENT,  DIRECTOR  AND  SECRETARY

     Mr. Viguier, 29, has held the offices of President, Treasurer and Secretary
and  has  been sole Director of the Company since October 16, 2002.  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.

     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.

<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            ($)          ($)         ($)           ($)        SARs (#)     ($)      ($)
<S>                             <C>             <C>         <C>       <C>             <C>         <C>          <C>     <C>
Fabrice Viguier
President, Treasurer and
Secretary                          2002            -0-          -0-         -0-           -0-          -0-        -0-      -0-
                                   2001            -0-          -0-         -0-           -0-          -0-        -0-      -0-
                                   2000            -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 (other





                                       15
<PAGE>

than  shares  issued  to HP Acquisitions, Inc., a wholly-owned subsidiary of the
Company)  outstanding  as  of  March  10,  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

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 16,166,667 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 March 10, 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. . . . .  Fabrice Viguier                     0                           0
value $.001 per share

Common Stock, par. . . . .  All Officer and Directors as
value $.001 per share. . .  a Group (one person)                0                           0

</TABLE>


_________________

*     Based on 16,166,667 shares issued and outstanding and excluding 12,000,000
shares  held by HP Acquisitions, Inc., a wholly owned subsidiary of the Company.

_________________





                                       16
<PAGE>

     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.

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, 2002 and 2001           F  2

          Statements  of  Income  for  the  years  ended
          December  31,  2002,  and  2001                           F  3

          Statements  of  Cash  Flows  for  the  years  ended
          December  31,  2002  and  2001                            F  4

          Statement  of  Stockholders'  Equity  for  the  years
          ended  December  31,  2002  and  2001                     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

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





                                       17
<PAGE>

     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

    21        List  of  Subsidiaries  of  the  Registrant

_______________

     *    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  Finance,  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 of a
date  within  90  days  prior  to  the  filing  of  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 within the
time  period  required  for the filing of this report. Subsequent to the date of
this  evaluation,  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.





                                       18
<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:  March  25,  2003                By:  /s/  Fabrice  Viguier
                                                  ---------------------
                                                  Fabrice  Viguier
                                                  President  and  Treasurer

     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 25th day of March, 2003.


                                             By:  /s/  Fabrice  Viguier
                                                  ---------------------
                                                  Fabrice  Viguier
                                                  Director, President (Principal
                                                  Executive Officer) and
                                                  Treasurer (Principal Financial
                                                  Officer)




                                       19
<PAGE>

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


                          Independent Auditors' Report
                          ----------------------------


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


We  have  audited  the  accompanying  consolidated  balance  sheets  of Heritage
Worldwide,  Inc. (A development stage Company) and Subsidiary as of December 31,
2002 and 2001, and the related consolidated statements of operations, cash flows
and  stockholders  equity  for  the  period  from  March  23, 1982(inception) to
December  31, 2002 and for each of the two years then ended.  These consolidated
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 auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  consolidated  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 consolidated financial statements referred to above present
fairly,  in all material respects, the financial position of Heritage Worldwide,
Inc.  and  Subsidiary  at  December  31,  2002  and 2001, and the results of its
operations  and  its  cash  flows  for  the  years then ended in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern.  As discussed in Note 3 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 3.  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  8,  2003




                                       F 1
<PAGE>

<TABLE>
<CAPTION>
                            HERITAGE WORLDWIDE, INC. AND SUBSIDIARY

                                 (A DEVELOPMENT STAGE COMPANY)

                                  CONSOLIDATED BALANCE SHEETS

                                            ASSETS
                                            ------

                                                                                December 31,
                                                                               2002       2001
                                                                               ----       ----
<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, $0.001 par value authorized
  50,000,000 shares, 2,425,000
  shares issued at
  December 31, 2002 and 2001                                                $ 2,425    $ 2,425

Additional paid-in-capital                                                   12,250     12,250

Treasury stock, 12,000,000 shares at
 December 31, 2002 and 2001                                                       -          -


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
                       Consolidated Financial Statements.

                                       F 2
<PAGE>

<TABLE>
<CAPTION>
                          HERITAGE WORLDWIDE, INC. AND SUBSIDIARY

                               (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                   Date of
                                                               Years ended      Inception to
                                                               December 31,     December 31,
                                                              --------------    ------------
                                                             2002      2001         2002
                                                             ----      ----         ----
<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 (loss) per common share -
  Basic                                                        -          -     $  (0.01)
                                                        ---------  ---------    ---------

  Weighted average shares outstanding.                  2,425,000  2,425,000    2,248,757
                                                        =========  =========    =========

</TABLE>




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

                                       F 3
<PAGE>

<TABLE>
<CAPTION>
                         HERITAGE WORLDWIDE, INC. AND SUBSIDIARY

                               (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                   Date of
                                                               Years ended      Inception to
                                                               December 31,     December 31,
                                                              --------------    ------------
                                                             2002      2001         2001
                                                             ----      ----         ----
<S>                                                    <C>         <C>          <C>
Cash Flows from Operating Activities:
  Continuing operations
    Net loss                                            $       -  $       -    $ (14,675)
                                                        ---------  ---------    ---------

Non-cash items included in net loss
  Stock issued for professional services
    rendered                                                    -          -        2,175
                                                        ---------  ---------    ---------

    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                                    $       -  $       -    $  2,175
                                                        =========  =========    =========



Supplemental schedule of non - cash
   activities

Common stock issued for services                         $       -  $       -    $  2,175
                                                        =========  =========    =========
</TABLE>




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

                                       F 4
<PAGE>

<TABLE>
<CAPTION>
                          HERITAGE WORLDWIDE, INC. AND SUBSIDIARY

                                (A DEVELOPMENT STAGE COMPANY)

                  CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                                                               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 March 23, 1983 to
  December 31,1983                          -           -           -       (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         250      12,250            -      12,500

Net loss for fiscal 1997                    -           -           -      (12,500)    (12,500)
                                    ---------   ---------   ---------   ----------   ---------
Balance, December 31, 1997          2,425,000       2,425      12,250      (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 income for fiscal 2000                  -           -           -            -           -
                                    ---------   ---------   ---------   ----------   ---------
Balance, December 31, 2000          2,425,000       2,425      12,250      (14,675)          -

Net income for fiscal 2001                  -           -           -            -           -
                                    ---------   ---------   ---------   ----------   ---------
Balance, December 31, 2001          2,425,000       2,425      12,250      (14,675)          -

Net income for fiscal 2002                  -           -           -            -           -
                                    ---------   ---------   ---------   ----------   ---------
Balance, December 31, 2002          2,425,000   $   2,425   $  12,250   $  (14,675)  $       -
                                    =========   =========   =========   ==========   =========
</TABLE>




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

                                       F 5
<PAGE>
                     HERITAGE WORLDWIDE, INC. AND SUBSIDIARY

                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001


NOTE  1  -  ORGANIZATION  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.

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.  On February 28, 2003, as a result of a change in business plan,
the  Company  acquired  99%  of  the  outstanding  stock  of  a manufacturer and
distributor  of  breast  implants, body support products and other implants (see
note  7).

The  accompanying  consolidated  financial  statements  present  the  results of
operations  of  the  Company  and its wholly owned subsidiary H.P. Acquisitions,
Inc.  ("Acquisitions"). All material inter-company accounts have been eliminated
in  consolidation.

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.

NOTE  2  -  SIGNIFICANT  ACCOUNTING  POLICIES

ACCOUNTING  METHOD

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





                                       F 6
<PAGE>

                     HERITAGE WORLDWIDE, INC. AND SUBSIDIARY

                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001


NOTE  2  -     SUMMARY  OF  SIGNIFICANT  ACCOUNT  POLICIES  (continued)

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  has  recorded  common  stock  issued to its subsidiary,as treasury
stock.

BASIC  (LOSS)  PER  SHARE

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


INCOME  TAXES

The Company accounts for income taxes under Statement of Financial Standards 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 basis 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. AND SUBSIDIARY

                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNT  POLICIES  (continued)

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

The Company's consolidated 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,  2002.  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 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  4  -     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  other  business  entities  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. AND SUBSIDIARY

                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001


NOTE  5  -     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:

                                               December  31,
                                             2002     2001
                                             ----     ----
Deferred  tax  asset,  net  of
  valuation  allowance  of  $1,875
  at  December  31,  2002  and  2001        $     -  $     -
                                            =======  =======

The  following  temporary  difference  gave  rise  to  the deferred tax asset at
December  31,  2002  and  2001:

                                               December  31,
                                              2002    2001
                                              ----    ----
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.

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





                                       F 9
<PAGE>

                     HERITAGE WORLDWIDE, INC. AND SUBSIDIARY

                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001


NOTE  5  -     INCOME  TAXES  (continued)

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  6  -  RECENT  ACCOUNTING  PRONOUNCEMENTS

In  July  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 June, 2001, the FASB issued Statement No. 143 Accounting for Asset Retirement
Obligations  effective  for  years  beginning after June 15, 2002, and in August
2001  Statement  No.  144  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.

In July 2002 the FASB issued No. 146, "Accounting for Costs Associated with Exit
or  Disposal  Activities".  This  statement becomes effective for the Company on
January  1, 2003 for exit and disposal activities that are initiated on or after
that  date.  Management  has  reviewed  the  conclusions  of  Statements  146 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. AND SUBSIDIARY

                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001


NOTE  6  -  RECENT  ACCOUNTING  PRONOUNCEMENTS  (continued)

In  November,  2002,  the  FASB  issued  FIN 45, which expands previously issued
accounting  guidance  and disclosure requirements for certain guarantees. FIN 45
requires  the Company to recognize an initial liability for the fair value of an
obligation assumed by issuing a guarantee. The provision for initial recognition
and  measurement  of  the  liability  will  be applied on a prospective basis to
guarantees issued or modified after December 31, 2002. The adoption of FIN 45 is
not  expected  to  materially  affect  the  consolidated  financial  statements.

NOTE  7  -  Subsequent  events

On  February  28,  2003,  the Company entered into an Acquisition Agreement (the
"Agreement")  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. Under the terms of the Agreement,
the Company acquired 99% of the outstanding capital stock of PIP in exchange for
13,741,667 newly issued shares of the Company's common stock. In connection with
the  acquisition,  Milo  acquired direct and beneficial ownership and control of
85%  of the outstanding common stock of the Company. Although the Company is the
legal  survivor,  under  accounting  principles generally accepted in the United
States  of America, the acquisition will be treated as a reverse merger, whereby
Milo  will  be  considered the "acquirer" of the Company for financial reporting
purposes  as  Milo's  stockholders will control more than 50% of the post merger
combined  entity.  Among other matters, this will require the Company to present
in  all financial statements and other public information filings, from the date
of  completion  of  the  merger, prior historical financial statements and other
information  of  Milo.  It  also  requires  a  retroactive restatement of Milo's
historical  stockholders'  equity  to reflect the equivalent number of shares of
common  stock  received  in  the  merger.

The  Agreement  also  provides  that  GEM Global Yield Fund, Inc. ("GEM) and its
affiliates,  who  are  the  principal  shareholders  of the company prior to the
acquisition,  to  use  their  best  efforts  to  raise  $1,000,000  in a private
placement.  The  private  placement  will consists of 1,000,000 shares of common
stock  being  offered at $1.00 per share. GEM shall receive warrants to purchase
up  to  1,000,000 shares of the Company's common stock in exchange for acting as
financial  advisor  in  the  private  placement.  GEM  will receive a warrant to
purchase  one share for each $1.00 raised in the private placement. Each warrant
will  entitle  GEM  to purchase one share of the Company's common stock at $1.00
per  share  for  a  period  of  five  years from the date the warrant is issued.

The  Agreement  has  not  been  reflected  in  these  financial  statements.




                                      F 11
<PAGE>