U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[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 $____________. 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 ______________.
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 21, 2000 By /s/ Hershey Moss
-----------------------------------
Hershey Moss, President, Chief
Financial Officer and Sole Director
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 14,675
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
