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

                                  FORM 10-KSB/A
                                 Amendment No. 1

[X] Annual Report under Section 13 or 15(d) of the Securities Exchange Act
    of 1934

    For the fiscal year ended December 31, 1999

[ ] Transition report under Section 13 or 15(d) of the Exchange Act

    For the transition period from _______________ to _______________

                         Commission File Number: 0-28277


                           HERITAGE PRODUCTIONS, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its charter)


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


759 Cedar Field Court, Town & Country, MO                   63017
-----------------------------------------                ----------
(Address of principal executive offices)                 (Zip Code)


                   Registrant's telephone number: 314-991-1192
                                                  ------------

                                      N/A
         ---------------------------------------------------------------
         (Former name, former address and former fiscal year, if changed
                               since last report)

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not 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-K or any amendment to this
Form 10-K. [X]

At  March  21,  2000  the  aggregate  market  value  of  common  stock  held  by
non-affiliates of the Registrant was $0. For purposes of this  computation,  all
executive  officers  and  directors  of the  Registrant  have been  deemed to be
affiliates.

The number of shares  outstanding of the Registrant's  common stock on March 21,
2000 was 2,425,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

================================================================================
<PAGE>
                                     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 controlling interest in Heritage Productions, Inc. with the intent of
finding an acquisition target or merger candidate for Heritage Production, Inc.
The Company, through the date of this filing, has no active operations. No
acquisition targets or merger candidates have been identified nor have any
discussions relating to same been undertaken. As such, the Company:

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

       (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
              terminated Letter of Intent 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

                                       1
<PAGE>
ITEM 2. PROPERTIES

     Since the Company has no operations, it has no plants or property either
owned or leased.


ITEM 3. LEGAL PROCEEDINGS

     There are no pending or threatened legal proceedings to which the Company
would be a party.


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

     None

                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     There is no publicly traded market for the common stock of the Company. As
such, there are no high and low sales prices or bids.

     There are currently two million four hundred twenty-five thousand
(2,425,000) shares of common stock issued and outstanding. There are no warrants
or options. There are eighty-nine (89) shareholders. No dividends have been paid
in the prior two (2) years. As the Company currently has no revenues, future
dividend payments are not anticipated.

     Of the two million four hundred twenty-five thousand (2,425,000) issued and
outstanding shares two million one hundred seventy-five thousand (2,175,000) are
restricted. No shares are currently being offered publicly.

ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF PLAN OF OPERATION

     As indicated 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. The
candidate can either be a manufacturer, distributor or service provider with an
attractive product or service.

       (i)    Since its 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

                                       2
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial statements are included herein beginning at page F-1.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
        AND FINANCIAL DISCLOSURE

     None

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

      Name               Age      Position With Company       Term of Office
      ----               ---      ---------------------       --------------
     Hershey Moss        60      President/Sole Director      Until Replaced

     Hershey Moss, 60, is the President/Secretary and sole Director of the
Company. He became President of the Company in 1998. Previously, from 1990 to
1994 Mr. Moss served as Chairman of the Board of Air L.A., Inc. a regional
commuter airline operating out of Los Angeles, California. After leaving Air
L.A., Mr. Moss was a financial consultant and pursued private investment
opportunities. In 1995 he became a principal in and Director of Healthtech
Products, Inc. a St. Louis, Missouri based manufacturer of hospital beds,
nursing home beds and patient room furniture. When that company was sold in 1996
to Invacare Corporation, a large publicly held healthcare product manufacturer
and distributor, Mr. Moss resumed private investing activities. In addition to
being the President of Heritage Productions, Inc., Mr. Moss is Chairman of the
Advisory Board of Allied Industrial Group, Inc. of St. Louis, Missouri a
privately held manufacturing concern.

ITEM 11. EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>
                                                     Other                  Securities
 Name &                                  All Other   Annual    Restricted   Underlying
Principal                                 Compen-    Compen-     Stock       Options/      LTIP
Position       Year  Salary($)  Bonus($)  sation-   sation($)  Award(s)($)  SARs(#)($)   Payouts($)
--------       ----  ---------  --------  -------   ---------  -----------  ----------   ----------
<S>           <C>      <C>        <C>      <C>       <C>          <C>          <C>         <C>
Hershey Moss   1999    -0-        -0-      -0-       -0-          -0-          -0-         -0-
CEO
</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     There have been no  transactions  between the Company and any officers,
Directors  or five  percent  (5%)  security  holders.

                                    PART IV

ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

         27 -- Financial Data Schedule

     (b) Reports on Form 8-K

         None

                                       3
<PAGE>
                           HERITAGE PRODUCTIONS, INC.
                       (FORMERLY SUMMIT PRODUCTIONS, INC.)

             AUDITED FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998

                               TABLE OF CONTENTS
                                                                         PAGE
                                                                         ----

INDEPENDENT AUDITORS REPORT .........................................     F-1

FINANCIAL STATEMENTS

Balance Sheets ......................................................     F-2
Income Satement .....................................................     F-3
Statement of Cash Flows .............................................     F-4
Statements of Stockholders' Equity/Deficit ..........................     F-5
Notes to Financial Statements .......................................  F-6 - F-9

                                       4
<PAGE>


                                    A.E. BELL
                           CERTIFIED PUBUC ACCOUNTANT
                        12300 OLIVE BOULEVARD. SUITE 301
                            ST. LOUIS. MISSOURI 63141
MEMBER:                                                    PHONE: (314) 878-7100
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS         FAX: (314) 878-7214
MISSOURI SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS


                           INDEPENDENT AUDITORS REPORT

To the Shareholders and Board of Directors
Heritage Productions, Inc.

     We have audited the  accompanying  balance  sheets of Heritage  Production,
Inc. (a development stage Company) as of December 31, 1999, and 1998 and for the
period from  inception  (March 23, 1983) to December 31, 1999.  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. 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.
(a development  stage Company) as of December 31, 1999 and 1998, and the results
of its  operations  and its cash flows for the periods ended  December 31, 1999,
and 1998,  and for the period from  inception  (March 23,  1983) to December 31,
1999 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 suffered recurring losses from operations
that raises  substantial doubt about its ability to continue as a going concern.
Management's  plans in regard to this matter are to raise additional capital and
acquire any and all types of assets, properties and businesses, which management
expects will result in  profitable  operations  for the Company.  The  financial
statements do not include any  adjustments  relating to the  recoverability  and
classification of recorded asset amounts and  classification of liabilities that
might result from the outcome of these uncertainties.


/s/ A.E. Bell

St. Louis, Missouri
October 14, 1998
January 5, 1998 and
September 30, 1999
March 21, 2000

                                      F-1
<PAGE>

                           HERITAGE PRODUCTIONS, INC.
                       (FORMERLY SUMMIT PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS


                                    ASSETS

                                             December 31,           December 31,
                                                1999                   1998
                                              --------               --------
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
 5,000,000 shares, issued and outstanding
 2,425,000 shares at December 31, 1998,
 and December 31, 1999                        $ 14,675               $ 14,675

Additional paid-in-capital                          --                     --

Deficit acccumulated during the
  development stage                           $(14,675)              $(14,675)
                                              --------               --------

Total Liabilities & Stockholder Equity        $     --               $     --
                                              ========               ========

                                       F-2
<PAGE>
                           HERITAGE PRODUCTIONS, INC.
                       (FORMERLY SUMMIT PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                                INCOME STATEMENT


                                             December 31,           December 31,
                                                1999                   1998
                                              --------               --------

Net Sales                                    $       --             $       --
                                             ----------             ----------

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

     Gross Profit                            $       --             $       --
                                             ----------             ----------
Cost and expenses
  Professional Services                      $       --             $       --
                                             ----------             ----------

Net (loss) before income taxes               $       --             $       --
                                             ----------             ----------

Income taxes (Note 4)                        $       --             $       --
                                             ----------             ----------

     Net (loss)                              $       --             $       --
                                             ==========             ==========
Net income (loss) per common share
  Continuing operations                      $       --             $       --
                                             ----------             ----------
  Weighted average
   shares outstanding                         2,214,855              2,214,855
                                             ==========             ==========


   The accompanying notes are an integral part of these financial statements.

                                       F-3
<PAGE>
                           HERITAGE PRODUCTIONS, INC.
                       (FORMERLY SUMMIT PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS


                                             December 31,           December 31,
                                                1999                   1998
                                              --------               --------
Cash Flows from/(for) Operating Activities:
 Continuing operations
   Net income (loss)                          $    --                 $    --
                                              -------                 -------
 Noncash items incuded in net income (loss)
  Stock issued for professional services
   rendered                                        --                      --

Changes in Assets & Liabilities:
 Increase in defered tax asset                $    --                 $    --
 Increase in valuation allowance              $    --                 $    --
                                              -------                 -------

     Net Adjustments                          $    --                 $    --
                                              -------                 -------
     Cash Used by Operating
      Activities                              $    --                 $    --
                                              -------                 -------
Cash Flows From Financing Activities:
 Stock issued for cash                        $    --                 $    --
                                              -------                 -------
     Cash Provided by Financing
      Activities                              $    --                 $    --
                                              -------                 -------

Net change in cash                            $    --                 $    --
                                              -------                 -------

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

   The accompanying notes are an integral part of these financial statements.

                                       F-4
<PAGE>
                           HERITAGE PRODUCTIONS, INC.
                       (FORMERLY SUMMIT PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                    STATEMENT OF STOCKHOLDERS' EQUITY/DEFICIT


<TABLE>
<CAPTION>
                                                          Addi-
                                  Common      Common     Tional
                                  Stock       Stock      Paid-in    Accumulated
                                  Shares      Amount     Capital      Deficit       Total
                                  ------      ------     -------     --------     --------
<S>                              <C>          <C>        <C>         <C>          <C>

Balance, December 31, 1998       2,425,000    $14,675    $   --      $(14,675)    $     --
                                 =========    =======    ======      ========     ========
Issuance of shares of common
 stock during the period ended
 December 31, 1999 for cash            --         --        --            --           --

Net loss for period ended
 December 31, 1999                     --         --        --            --           --
                                 ---------    -------    ------      --------     --------

Balance, December 31, 1999       2,425,000    $14,675    $   --      $(14,675)    $     --
                                 =========    =======    ======      ========     ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       F-5
<PAGE>
                           HERITAGE PRODUCTIONS, INC.
                       (FORMERLY SUMMIT PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

                    DECEMBER 31, 1999 AND DECEMBER 31, 1998


NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNT POLICIES AND BUSINESS ACTIVITY

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

BUSINESS ACTIVITY

     The Company, a Louisiana  corporation located in St. Louis,  Missouri,  was
incorporated  on March 23, 1983, and is currently in the  development  stage. At
the time of its incorporation,  the main purposes of forming the Company were to
develop,  finance, and produce record albums,  cassette tapes, and compact discs
for domestic  distribution,  operate music  publishing  firms, and engage in the
business of providing personal and business management services.  However, as of
the date of these  financial  statements,  there  has  been no  activity  in the
Company since its formation.

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

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.

ACCOUNTING METHOD

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

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.

                                       F-6
<PAGE>
                           HERITAGE PRODUCTIONS, INC.
                       (FORMERLY SUMMIT PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

                    DECEMBER 31, 1999 AND DECEMBER 31, 1998


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BUSINESS
         ACTIVITY - Continued

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  table  income.
Valuation allowances are established, if necessary, to reduce deferred tax asset
accounts to the amounts that will more likely than not be  realized.  Income tax
expense is the current tax payable or refundable  for the period,  plus or minus
the net change in the deferred tax asset and liability accounts.

USE OF ESTIMATES

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

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


     The Company's financial statements have been presented on the basis that it
is a going  concern,  which  contemplates  the  realization  of  assets  and the
satisfaction  of  liabilities  in the normal  course of  business.  The  Company
incurred net losses of $14,675 for the period from inception (March 23, 1983) to
December 31, 1999. This factor,  among others,  raises  substantial doubt as to
the  Company's  ability  to  obtain  additional  long-term  debt  and/or  equity
financing and achieve  profitable  operations.  The financial  statements do not
include any adjustments  relating to the  recoverability  and  classification of
recorded asset amounts or the amounts and  classification  of  liabilities  that
might be necessary should the Company be unable to continue in existence. In the
interim period,  management is still seeking  additional  investment  capital to
support its entrance into a new business  venture and provide the capital needed
to operate.

                                       F-7
<PAGE>
                           HERITAGE PRODUCTIONS, INC.
                       FORMERLY SUMMIT PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

                    DECEMBER 31, 1999 AND DECEMBER 31, 1998


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

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

NOTE 4 - INCOME TAXES

     Deferred  income  taxes arise from  temporary  differences  resulting  from
income and expense items  reported for financial  accounting and tax purposes in
different  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,          December 31,
                                                1999                   1998
                                              --------               --------
Deferred tax asset, net of valuation
 allowance of $2,201 at December 31, 1999
 and December 31, 1998                         $  --                  $  --

                                       F-8
<PAGE>
                           HERITAGE PRODUCTIONS, INC.
                       (FORMERLY SUMMIT PRODUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

                    DECEMBER 31, 1999 AND DECEMBER 31, 1998


NOTE 4 - INCOME TAXES - Continued


     The following temporary  differences gave rise to the deferred tax asset at
December 31, 1999 and December 31, 1998.

                                             December 31,          December 31,
                                                1999                   1998
                                              --------               --------
Tax benefit of net
 operating loss carryforward                  $ 2,201                 $2,201

Valuation allowance for judgement
 of realizability of net operating
 loss carryforward in future years             (2,201)                (2,201)

     Because the Company has not generated  taxable  income since its inception,
no provision for income taxes has been made.

     In  addition,  the Company  has not filed any income tax returns  since its
inception.  As such,  it is unclear  whether  expenses for services  rendered in
exchange  for common  stock could be  deducted  under  current  federal tax law.
Assuming  the  providers  of such  services  included  the  fair  value of their
services in income on their personal tax returns,  the Company should be able to
deduct such losses.  However, due to the uncertainty of this inclusion,  coupled
with  the  judgement  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
$14,675 in net operating losses as fol lows:

               Year Ended
               December 31
               -----------
                  1999            $ 2,175
                  2012             12,500
                                  -------
                                  $14,675
                                  =======

     If such expenses could not be deducted, the net operating loss carryforward
would be reduced by $2, 175.

                                       F-9
<PAGE>
ITEM 2. MANAGEMENT'S PLAN OF OPERATION

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

        (i) the  Company  has no  current  operating  costs or  expenses  as all
services are being  provided by the  President  and majority  shareholder  at no
cost.  It will not be  required to raise  additional  money over the next twelve
(12) months.

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

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

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

<PAGE>

     In accordance  with the  requirements of the Exchange Act, be signed on its
behalf by the undersigned,  thereunto duly the registrant  caused this report to
authorized.

                                     HERITAGE PRODUCTIONS, INC.
                                           (Registrant)



                                     HERITAGE PRODUCTIONS, INC.
                                            (Registrant)



Date: March 28, 2000                By /s/ Hershey Moss
                                       -----------------------------------
                                       Hershey Moss, President, Chief
                                       Financial Officer and Sole Director

                                       11