U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
|X| Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended September 30, 2000
|_| Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from _______________ to _______________
Commission File Number: 000-28277
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)
712 Fifth Avenue, 7th Floor, New York, NY 10019
--------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (212) 582-3400
--------------
759 Cedar Field Court, Town & Country, MO 63017
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(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 |_|
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: At September 30, 2000, the issuer had
outstanding 2,425,000 shares of Common Stock.
Transitional Small Business Disclosure Format: Yes |_| No |X|
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS.
HERITAGE PRODUCTIONS, INC.
(FORMERLY SUMMIT PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
September 30, December 31,
2000 1999
Unaudited
-------- --------
<S> <C> <C>
Current Assets
Cash $ -- $ --
-------- --------
Other Assets
Deferred tax asset, net of
valuation allowance (Note 4) $ -- $ --
-------- --------
$ -- $ --
-------- --------
Total Assets $ -- $ --
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY/DEFICIT
Stockholders' Equity/Deficit
Common stock, no par value authorized 20,000,000
shares, issued and outstanding 2,425,000 shares
at September 30, 2000, and December 31, 1999 $ 14,675 $ 14,675
Additional paid-in-capital -- --
Deficit accumulated during the
development stage $(14,675) $(14,675)
-------- --------
Total Liabilities & Stockholder Equity $ -- $ --
======== ========
</TABLE>
2
<PAGE>
HERITAGE PRODUCTIONS, INC.
(FORMERLY SUMMIT PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
INCOME STATEMENT
Unaudited
<TABLE>
<CAPTION>
Inception
March 23, 1983
to
September 30, September 30, September 30,
2000 1999 2000
-------------- -------------- --------------
<S> <C> <C> <C>
Net Sales $ -- $ -- $ --
-------------- -------------- --------------
Cost of Goods Sold $ -- $ -- --
-------------- -------------- --------------
Gross Profit $ -- $ -- --
Cost and expenses
General and administrative $ -- $ -- --
Depreciation -- -- --
-------------- -------------- --------------
Net (loss) before income taxes $ -- $ -- --
-------------- -------------- --------------
Income taxes (Note 4) $ -- $ -- --
-------------- -------------- --------------
Net (loss) $ -- $ -- $ --
============== ============== ==============
Net income (loss) per common share
Continuing operations $ -- $ --
-------------- --------------
Weighted average
shares outstanding 2,425,000 2,425,000
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
HERITAGE PRODUCTIONS, INC.
(FORMERLY SUMMIT PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
Unaudited
<TABLE>
<CAPTION>
Inception
March 23, 1983
to
September 30, September 30, September 30,
2000 1999 2000
-------- -------- --------
<S> <C> <C> <C>
Cash Flows from/(for) Operating Activities:
Continuing operations
Net income (loss) $ -- $ -- $(14,675)
Depreciation -- -- --
Non cash issuance of shares of common
stock for professional services 2,175
Net Adjustments $ -- $ -- --
-------- -------- --------
Cash Used by Operating
Activities $ -- $ -- (12,500)
Cash Flows From Financing Activities:
Stock issued for cash $ -- $ -- 12,500
-------- -------- --------
Cash Provided by Financing
Activities $ -- $ -- 12,500
Net change in cash $ -- $ -- --
Cash at beginning of period $ -- $ -- --
-------- -------- --------
Cash at end of period $ -- $ -- $ --
======== ======== ========
SUPPLEMENTAL DISCLOSURES
Amount paid for interest $ -- $ -- $ --
Amount paid for income taxes $ -- $ -- $ --
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
HERITAGE PRODUCTIONS, INC.
(FORMERLY SUMMIT PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY/DEFICIT
<TABLE>
<CAPTION>
Common Common Additional-
Stock Stock Paid-in Accumulated
Shares Amount Capital Deficit Total
------ ------ ------- -------- --------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1999 2,425,000 $14,675 $ -- $(14,675) $ --
Unaudited
Net loss for period ended
September 30, 2000 -- -- -- -- --
--------- ------- ------ -------- --------
Balance, June 30, 2000 2,425,000 $14,675 $ -- $(14,675) $ --
========= ======= ====== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
HERITAGE PRODUCTIONS, INC.
(FORMERLY SUMMIT PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
September 30, 2000 AND 1999
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted principles for interim financial information
as set forth in Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
necessary adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results of
Heritage Productions, Inc.(the "Company") for the nine months ended September
30, 2000 are not necessarily indicative of the results that may be expected for
the fiscal year ending December 31, 2000.
NOTE B--EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share". Statement No. 128 replaced the calculation of primary
and fully diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share exclude any dilutive
effects of options, warrants, and convertible securities. Dilutive earnings per
share is very similar to the previously reported fully diluted earnings per
share. The Company adopted Statement No. 128 and has retroactively applied the
effects thereof for all periods presented. The impact on the per share amounts
previously reported was not significant.
NOTE C - COMPREHENSIVE INCOME
Under U.S. GAAP, the Company applies the provisions of Statement of
Financial Accounting Standards ("SFAS") No.130, which requires the reporting and
display of comprehensive income and its components (revenues, expenses, gains
and losses) for period presented. As of September 30, 2000, the Company does not
have any other comprehensive income (loss) items that are required for
disclosure under U.S. GAAP and total comprehensive income (loss) is equal to net
loss for the period from January 1, 2000 to September 30, 2000.
NOTE D - 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.
The Company's potential future success depends upon its management and its
continuing search for a business opportunity.
In July, 2000, the Company formed a subsidiary H.P. Acquisitions, Inc. for
the purpose of doing an acquisition. The Company has issued 12,000,000 shares of
common stock in contemplation of completing an acquisition.
As of September 30, 2000, an acquisition had not been completed.
NOTE E - 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:
September 30, September 31,
2000 1999
-------- --------
Deferred tax asset, net of valuation
allowance of $2,201 at September 30, 2000
and September 30, 1999 $ -- $ --
The following temporary differences gave rise to the deferred tax asset at
September 30, 2000 and 1999.
September 30, September 31,
2000 1999
-------- --------
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 follows:
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.
NOTE F - AMENDEMENT TO THE CERTIFICATE OF INCORPORATION
The Company has amended its certificate of incorporation to change the
number of authorized shares of common stock to 20,000,000; no par value each
share.
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.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
1. Amended Articles, filed July 12, 2000
27 -- Financial Data Schedule
(b) Reports on Form 8-K
None
10
<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: December 18, 2000 By /s/ Howard Blum
-----------------------------------
Howard Blum, President, Chief
Financial Officer and Sole Director
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