U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-SB/A
AMENDMENT NO. 2
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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)
Issuer's telephone number: 314-991-1192
------------
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
------------------- ------------------------------
NONE N/A
Securities to be registered under Section 12(g) of the Act:
COMMON STOCK
----------------
(Title of class)
<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
<PAGE>
ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS OF PLANT OF OPERATION
As indicated in Item 1 above, 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
ITEM 3 - PROPERTIES
Since the Company has no operations, it has no plants or property either
owned or leased.
ITEM 4 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following sets forth certain information with respect to the beneficial
ownership of the Company's outstanding Common Stock as of September 30, 1999.
(i) By each of the Company's directors and officers
(ii) by all current directors and officers as a group and
(iii) Five percent (5%) shareholders
Number of Shares
Beneficially Owned
--------------------
Name of Owner Shares Options Percent of Class
------------- ------ ------- ----------------
Hershey Moss 2,048,000 -0- 84.45%
2
<PAGE>
ITEM 5 - DIRECTORS AND EXECUTIVE OFFICERS
Name Age Position With Company Term of Office
---- --- --------------------- --------------
Hershey Moss 59 President/Sole Director Until Replaced
Hershey Moss, 59, 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.
Legal Proceedings - None
ITEM 6 - 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 7 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have been no transactions between the Company and any officers,
Directors or five percent (5%) security holders.
ITEM 8 - DESCRIPTION OF SECURITIES
Capital stock of the Company consists of five million (5,000,000) shares of
authorized common stock with no par value. No other class of stock has been
authorized nor can be authorized without amendment to the Articles of
Incorporation. There are no provisions in the corporate charter or by-laws that
limit or delay a change of control of the Company.
3
<PAGE>
PART II
ITEM 1 - 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 2 - LEGAL PROCEEDINGS
There are no pending or threatened legal proceedings to which the Company
would be a party.
ITEM 3 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM 4 - RECENT SALES OF UNREGISTERED SECURITIES
All sales of securities by the Company were unregistered being made in
reliance upon Regulation D, Rule 504 promulgated by the SEC pursuant to Section
3(b) of the Securities Act of 1933, as amended. A complete shareholder list is
appended hereto showing the Purchaser, the dates of all sales and the number of
shares of common stock sold. All sales were made directly by the Company,
without broker-dealer involvement. Shares were sold for no par value per share.
ITEM 5 - INDEMNIFICATION OF DIRECTORS AND OFFICERS
None.
4
<PAGE>
PART F/S - AUDITED FINANCIAL STATEMENTS SEPTEMBER 30, 1999
AND DECEMBER 31, 1998 AND 1997, 1996 & 1995
HERITAGE PRODUCTIONS, INC.
(FORMERLY SUMMIT PRODUCTIONS, INC.)
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
<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 September 30, 1999, December 31, 1998,
1997, 1996 and 1995 and for the period from inception (March 23, 1983) to
September 30, 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 September 30, 1999, December 31, 1998, 1997,
1996 and 1995, and the results of its operations and its cash flows for the
periods ended September 30, 1999, December 31, 1998, 1997, 1996 and 1995, and
for the period from inception (March 23, 1983) to September 30, 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
F-1
<PAGE>
HERITAGE PRODUCTIONS, INC.
(FORMERLY SUMMIT PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
SEPTEMBER 30, 1999, DECEMBER 31, 1998, 1997, 1996 & 1995
(See Independent Auditors' Report)
<TABLE>
<CAPTION>
ASSETS
Sep. 30, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Current Assets
Cash $ -- $ -- $ -- $ -- $ --
-------- -------- -------- -------- --------
Other Assets
Deferred tax asset, net of
valuation allowance (Note 4) $ -- $ -- $ -- $ -- $ --
-------- -------- -------- -------- --------
$ -- $ -- $ -- $ -- $ --
-------- -------- -------- -------- --------
Total Assets $ -- $ -- $ -- $ -- $ --
======== ======== ======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY/DEFICIT
Stockholders' Equity/Deficit
Common stock, no par value
authorized 5,000,000 shares, issued
and outstanding 2,425,000 shares at
September 30, 1999, December 31, 1998,
1997 and 2,175,000 at December 31,
1996 and 1995 $ 14,675 $ 14,675 $ 14,675 $ 2,175 $ 2,175
Additional paid-in-capital -- -- -- -- --
Deficit acccumulated during the
development stage $(14,675) $(14,675) $(14,675) $ (2,175) $ (2,175)
-------- -------- -------- -------- --------
Total Liabilities & Stockholder
Equity $ -- $ -- $ -- $ -- $ --
======== ======== ======== ======== ========
</TABLE>
F-2
<PAGE>
HERITAGE PRODUCTIONS, INC.
(FORMERLY SUMMIT PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
INCOME STATEMENT
SEPTEMBER 30, 1999, DECEMBER 31 1998, 1997, 1996 & 1995
(See Independent Auditors' Report)
<TABLE>
<CAPTION>
Cumulative
Years Ended December 31, During
Sep. 30, ---------------------------------------------- Development
1999 1998 1997 1996 1995 Stage
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net Sales $ -- $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ---------- ----------
Cost of Goods Sold $ -- $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ---------- ----------
Gross Profit $ -- $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ---------- ----------
Cost and expenses
Professional Services $ -- $ -- $ 12,500 $ -- $ -- $ 14,675
---------- ---------- ---------- ---------- ---------- ----------
Net (loss) before income
taxes $ -- $ -- $ (12,500) $ -- $ -- $ (14,675)
---------- ---------- ---------- ---------- ---------- ----------
Income taxes (Note 4) $ -- $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ---------- ----------
Net (loss) $ -- $ -- $ (12,500) $ -- $ -- $ (14,675)
========== ========== ========== ========== ========== ==========
Net income (loss) per
common share
Continuing operations $ -- $ -- $ (01) $ -- $ -- $ (01)
---------- ---------- ---------- ---------- ---------- ----------
Weighted average
shares outstanding 2,214,855 2,214,855 2,214,855 2,175,000 2,175,000 2,175,540
========== ========== ========== ========== ========== ==========
</TABLE>
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
FOR THE PERIODS ENDED SEPTEMBER 30, 1999, DECEMBER 31, 1998, 1997,1996,1995
AND INCEPTION (MARCH 23, 1983) TO SEPTEMBER 30, 1999
(See Independent Auditors' Report)
<TABLE>
<CAPTION>
Cumulative
Years Ended December 31, During
Sep. 30, ---------------------------------------- Development
1999 1998 1997 1996 1995 Stage
------- ------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Cash Flows from/(for)
Operating Activities:
Continuing operations
Net income (loss) $ -- $ -- $(12,500) $ -- $ -- $(14,675)
------- ------- -------- ------- ------- --------
Noncash items incuded in net
income (loss)
Stock issued for
professional services
rendered -- -- -- -- -- 2,175
Changes in assets & liabilities:
Increase in defered tax asset $ -- $ -- $ (1,875) $ -- $ -- $ (2,201)
Increase in valuation allowance $ -- $ -- $ 1,875 $ -- $ -- $ 2,201
------- ------- -------- ------- ------- --------
Net Adjustments $ -- $ -- $ -- $ -- $ -- $ 2,175
------- ------- -------- ------- ------- --------
Cash Used by Operating
Activities $ -- $ -- $(12,500) $ -- $ -- $(12,500)
------- ------- -------- ------- ------- --------
Cash Flows From Financing
Activities:
Stock issued for cash $ -- $ -- $ 12,500 $ -- $ -- $ 12,500
------- ------- -------- ------- ------- --------
Cash Provided by Financing
Activities $ -- $ -- $ 12,500 $ -- $ -- $(12,500)
------- ------- -------- ------- ------- --------
Net change in cash $ -- $ -- $ -- $ -- $ -- $ --
------- ------- -------- ------- ------- --------
Cash at beginning of period $ -- $ -- $ -- $ -- $ -- $ --
------- ------- -------- ------- ------- --------
Cash at end of period $ -- $ -- $ -- $ -- $ -- $ --
======= ======= ======== ======= ======= ========
SUPPLEMENTAL DISCLOSURES
Amount paid for interest $ -- $ -- $ -- $ -- $ -- $ --
======= ======= ======== ======= ======= ========
Amount paid for income taxes $ -- $ -- $ -- $ -- $ -- $ --
======= ======= ======== ======= ======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
HERITAGE PRODUCTIONS, INC.
(FORMERLY SUMMIT PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY/DEFICIT
FOR THE PERIODS ENDED SEPTEMBER 30, 1999, DECEMBER 31, 1998, 1997, 1996 & 1995
(See Independent Auditors' Report)
<TABLE>
<CAPTION>
Deficit
Addi- Accumulated
Common Common Tional During the
Stock Stock Paid-in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
<S> <C> <C> <C> <C> <C>
Issuance of shares of common
stock during fiscal year 1983,
for professional services
rendered 2,175,000 $ 2,175 $ -- $ -- $ 2,175
Net loss for fiscal year 1983 -- -- -- (2,175) (2,175)
--------- ------- ------ -------- --------
Balance, December 31, 1983 2,175,000 $ 2,175 $ -- $ (2,175) $ --
Issuance of shares of common
stock during the period ended
December 31, 1997 for cash 250,000 12,500 -- -- 12,500
Net loss for period ended
December 31, 1997 -- -- -- (12,500) (12,500)
--------- ------- ------ -------- --------
Balance, September 30, 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
SEPTEMBER 30, 1999, DECEMBER 31, 1998, 1997, 1996 & 1995 AND INCEPTION
(MARCH 23, 1983) TO SEPTEMBER 30, 1999
(See Independent Auditors' Report)
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
SEPTEMBER 30, 1999, DECEMBER 31, 1998, 1997, 1996 & 1995 AND INCEPTION
(MARCH 23, 1983) TO SEPTEMBER 30, 1999
(See Independent Auditors' Report)
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
September 30, 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
SEPTEMBER 30, 1999, DECEMBER 31, 1998, 1997, 1996 & 1995 AND INCEPTION
(MARCH 23, 1983) TO SEPTEMBER 30, 1999
(See Independent Auditors' Report)
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:
Period Year Year Year Year
Ended Ended Ended Ended Ended
09-30-99 12-31-98 12-31-97 12-31-96 12-31-95
-------- -------- -------- -------- --------
Deferred tax asset,
net of valuation
allowance of $2,201
in September 30, 1999,
December 31, 1998,
1997,1996 & 1995 $ -- $ -- $ -- $ -- $ --
F-8
<PAGE>
HERITAGE PRODUCTIONS, INC.
(FORMERLY SUMMIT PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999, DECEMBER 31, 1998, 1997, 1996 & 1995 AND INCEPTION
(MARCH 23, 1983) TO SEPTEMBER 30, 1999
(See Independent Auditors' Report)
NOTE 4 - INCOME TAXES - Continued
The following temporary differences gave rise to the deferred tax asset at
September 30, 1999, December31, 1998, 1997, 1996 and 1995:
Period Years Ended December 31,
Ended -------------------------------
09-30-99 1998 1997 1996 1995
-------- ---- ---- ---- ----
Tax benefit of net
operating loss carryforward $ 2,201 $2,201 $2,201 $ 326 $ 326
Valuation allowance for judgement
of realizability of net operating
loss carryforward in future years (2,210) (2,201) (2,201) (326) (326)
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
-----------
1998 $ 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>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this Amendment No. 1 to the Registration Statement on Form
10-SB to be signed on its behalf by the undersigned, thereunto duly authorized.
HERITAGE PRODUCTIONS, INC.
(Registrant)
Date: December 15, 1999 By /s/ Hershey Moss
---------------------------------
Hershey Moss, President/Secretary
Sole Director
<PAGE>
EXHIBITS
(3.i) a copy of the Articles of Incorporation and By-Laws of
the Company(1)
(3.ii) N/A. There are no instruments defining the rights of
security holders.(1)
(3.iii) N/A. There are no voting trust agreements or similar
documents.(1)
(3.iv) N/A. There are no current material agreements or
contracts including, but not limited to, management
contracts or employment agreements.(1)
(3.v) N.A. There are no U.S. or foreign patents.(1)
- ----------
(1) Incorporated by reference to the Company's Registration Statement on Form
10-SB filed with the Commission on November 24, 1999, File No. 000-28277.
