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 Septemberv 30, 1999
[ ] 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)
759 Cedar Field Court, Town & Country, MO 63017
- ----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer'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 [ ]
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 February 11, 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
ASSETS
September 30, 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 September 30, 1999,
and December 31, 1998 $ 14,675 $ 14,675
Additional paid-in-capital -- --
Deficit acccumulated during the
development stage $(14,675) $(14,675)
-------- --------
Total Liabilities & Stockholder Equity $ -- $ --
======== ========
2
<PAGE>
HERITAGE PRODUCTIONS, INC.
(FORMERLY SUMMIT PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
INCOME STATEMENT
September 30, 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.
3
<PAGE>
HERITAGE PRODUCTIONS, INC.
(FORMERLY SUMMIT PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
September 30, 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.
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
September 30, 1999 for cash -- -- -- -- --
Net loss for period ended
September 30, 1999 -- -- -- -- --
--------- ------- ------ -------- --------
Balance, September 30, 1999 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, 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.
6
<PAGE>
HERITAGE PRODUCTIONS, INC.
(FORMERLY SUMMIT PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 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
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.
7
<PAGE>
HERITAGE PRODUCTIONS, INC.
FORMERLY SUMMIT PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 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:
September 30, December 31,
1999 1998
-------- --------
Deferred tax asset, net of valuation
allowance of $2,201 at September 30, 1999
and December 31, 1998 $ -- $ --
8
<PAGE>
HERITAGE PRODUCTIONS, INC.
(FORMERLY SUMMIT PRODUCTIONS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
NOTE 4 - INCOME TAXES - Continued
The following temporary differences gave rise to the deferred tax asset at
September 30, 1999 and December 31, 1998.
September 30, 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
-----------
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.
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
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: February 9, 2000 By /s/ Hershey Moss
-----------------------------------
Hershey Moss, President, Chief
Financial Officer and Sole Director
11
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