May 11, 2005
Mail Stop 0408
By U.S. Mail and facsimile to (229) 888-8386
Mr. O. Leonard Dorminey
Heritage Financial Group
310 W. Oglethorpe Blvd.
Albany, GA 31701
Re: Heritage Financial Group
Amendment Number One to Form SB-2 filed May 5, 2005
File No. 333-123581
Dear Mr. Dorminey:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects. We welcome any questions you may have
about our comments or any other aspect of our review. Feel free
to
call us at the telephone numbers listed at the end of this letter.
Management`s Discussion and Analysis of Recent Developments - page
20
1. We note your response to comment 9, however, in your added
disclosure, you neglect to adequately address the net income
decrease. Please discuss what has led to the 17.3% decrease. You
attribute this partly to a decrease in deposits but you do not
explain what led to the decrease in deposits and other
contributing
factors.
General
2. We note your revised disclosure included in the "Experts"
section
on the second to last page of the prospectus in response to our
prior
comment 2 as it relates to your recent change in accountants.
Please
revise to:
* Specifically state whether the former accountant resigned,
declined
to stand for re-election or was dismissed and the date;
* Address whether the accountant`s report on the financial
statements
for either fiscal year 2003 or 2002 contained an adverse opinion
or
disclaimer of opinion, or was modified as to uncertainty, audit
scope
or accounting principles, and also describe the nature of each
such
adverse opinion, disclaimer of opinion or modification, if any.
* Specifically state, if true, that there were no disagreements
with
Crowe Chizek and Company LLC on any matter of accounting
principles
or practices, financial statement disclosure, or auditing scope or
procedure, which if not resolved to their satisfaction, would have
caused it to make reference to the subject matter of the
disagreement
in connection with its report. Your disclosure should address
each
of the last two fiscal years for which Crowe Chizek and Company
LLC
was engaged up to and including the date of their resignation,
declination to stand for re-election or dismissal.
Please refer to Item 304 of Regulation S-B.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
You may contact Benjamin Phippen at (202) 551-3697 or Don
Walker at (202) 551-3490 if you have questions regarding comments
on
the financial statements and related matters. Please contact
Kathryn
McHale at (202) 551-3464 or me at (202) 551-3491 with any other
questions.
Sincerely,
Todd Schiffman
Assistant Director
cc: Marianne Roche
Silver, Freedman & Taff, L.L.P.
1700 Wisconsin Avenue, NW
Washington, DC 20007
Facsimile: 202-337-5502
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Heritage Financial Group
Mr. O. Leonard Dorminey
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