U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
X Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended August 31, 2003.
_____Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ____ to ____.
Commission File No: 0-21951
THE HERITAGE ORGANIZATION, INC.
(Name of small business issuer in its charter)
Colorado 84-1356383
__________________________________________________________
(State or other jurisdiction (IRS Employer Identification
of Incorporation) No.)
5001 Spring Valley Road, Suite 800 East Tower
__________________________________________________________
Address of Principal Executive Office (street and number)
Dallas, Texas 75244
__________________________________________________________
City, State and Zip Code
Issuer's telephone number: (972) 991-0001
Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange
Act during the past 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 issuers involved in bankruptcy
proceedings during the past five years.
Check whether the issuer has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of
the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes ..... 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 26, 2003, the following
shares of common were outstanding: Common Stock, no par
value, 14,000,000 shares.
Transitional Small Business Disclosure Format (Check one):
Yes ..... No ..X..
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
(a) The unaudited financial statements of registrant for
the three months ended August 31, 2003, follow. The
financial statements reflect all adjustments which are, in
the opinion of management, necessary to a fair statement
of the results for the interim period presented.
The Heritage Organization, Inc.
(A Development Stage Company)
FINANCIAL STATEMENTS
August 31, 2003
CONTENTS
BALANCE SHEET F-1
STATEMENTS OF OPERATIONS F-2
STATEMENTS OF CASH FLOWS F-3
NOTES TO FINANCIAL STATEMENTS F-4
The Heritage Organization, Inc.
(A Development Stage Company)
BALANCE SHEET
August 31, 2003
ASSETS
CURRENT ASSETS:
Cash $ 2,888
--------
Total current assets 2,888
--------
Total assets $ 2,888
========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 2,131
Notes payable - related party 23,000
Accrued interest 671
--------
Total current liabilities 25,802
STOCKHOLDERS' DEFICIT
Preferred stock, no par value
10,000,000 shares authorized;
no shares issued and outstanding -
Common stock, no par value;
100,000,000 shares authorized;
14,000,000 shares issued and
outstanding 8,500
Additional paid-in capital 82,809
Deficit accumulated during the
development stage (114,223)
--------
(22,914)
--------
Total liabilities and
stockholders' deficit $ 2,888
========
The accompanying notes are an integral part of the
financial statements.
F-1
The Heritage Organization, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Period from
August 28, 1996 For the three For the three
(Inception) months ended months ended
to August 31, August 31, August 31,
2003 2003 2002
------------ ------------ ------------
REVENUE $ 5 $ - $ -
EXPENSES
Amortization 300 - -
Bank charges 103 - -
Consulting fees 62,800 - -
Directors' fees 200 - -
Interest expense 4,036 387 333
Filing fee 205 - -
Legal and professional 39,730 2,281 2,005
Office expense 2,654 75 25
Rent expense 4,200 150 150
------------ ------------ ------------
Total expenses 114,228 2,893 2,513
------------ ------------ ------------
NET LOSS (114,223) (2,893) (2,513)
Deficit accumulated during
the development stage
Balance, beginning of period - (111,330) (104,643)
------------ ------------ ------------
Balance, end of period $ (114,223) (114,223) (107,156)
============ ============ ============
NET LOSS PER SHARE - BASIC $ (0.01) $ (0.00) $ (0.00)
============ ============ ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 8,904,185 14,000,000 14,000,000
============ ============ ============
The accompanying notes are an integral part of the
financial statements.
F-2
The Heritage Organization, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Period from
August 28, 1996 For the three For the three
(Inception) months ended months ended
to August 31, August 31, August 31,
2003 2003 2002
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (114,223) $ (2,893) $ (2,512)
Adjustments to reconcile net loss to
net cash flows from operating activities:
Amortization 300 - -
Rent expense 4,200 150 150
Expenses paid by stockholders 15,609 - -
Stock issued for directors' fees 59,960 - -
Stock issued for consulting fees 3,040 - -
Increase (decrease) in
accounts payable 2,131 1,104 1,475
Increase (decrease) in
accrued interest 671 34 (105)
------------ ------------ ------------
Net cash flows from
operating activities (28,312) (1,605) (992)
CASH FLOWS FROM INVESTING ACTIVITIES:
Organization costs (300) - -
------------ ------------ ------------
Net cash flows from
investing activities (300) - -
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 8,500 - -
Notes payable - related party 23,000 - -
------------ ------------ ------------
Net cash flows from
financing activities 31,500 - -
------------ ------------ ------------
NET INCREASE
(DECREASE) IN CASH 2,888 (1,605) (992)
CASH, BEGINNING OF PERIOD - 4,493 4,668
------------ ------------ ------------
CASH, END OF PERIOD $ 2,888 $ 2,888 $ 3,676
============ ============ ============
The accompanying notes are an integral part of the
financial statements.
F-3
The Heritage Organization, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2003
1. Management's Representation of Interim Financial Information
The accompanying financial statements have been prepared by The Heritage
Organization, Inc. without audit pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
as allowed by such rules and regulations, and management believes that the
disclosures are adequate to make the information presented not misleading.
These financial statements include all of the adjustments, which in the
opinion of management, are necessary to a fair presentation of financial
position and results of operations. All such adjustments are of a normal
and recurring nature. These financial statements should be read in
conjunction with the audited financial statements at May 31, 2003.
F-4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
Liquidity and Capital Resources.
The Company remains in the development stage, and since inception, has
experienced no significant change in liquidity or capital resources or
stockholders' equity other than the receipt of net proceeds in the amount
of $8,500 from its inside capitalization funds, and $23,000 as a loan from
a principal shareholder. Consequently, the Company's balance sheet for the
quarter ended August 31, 2003, reflects a total asset value of $2,888.
The Company does not have sufficient assets or capital resources to pay its
on-going expenses while it is seeking out business opportunities, and it has
no current plans to raise additional capital through sale of securities, or
otherwise. As a result, although the Company has no agreement in place with
its shareholders or other persons to pay expenses on its behalf, it is
currently anticipated that the Company will rely on loans, if available,
from shareholders or third parties to pay expenses at least until it is able
to consummate a business combination. There is no assurance that the Company
will have sufficient assets or capital to pay its ongoing expenses or
continue as a going concern.
Results of Operations.
During the period from August 28, 1996 (inception) through August 31,
2003, the Company has engaged in no significant operations other than
organizational activities, acquisition of capital and registering its
securities under the Securities and Exchange Act of 1934, as amended. No
revenues were received during this period, and the Company experienced a
cumulative net loss of $114,223.
As of the end of the quarter ending August 31, 2003, the Company has
not been able to reach any agreement or definitive understanding with any
person concerning a business combination transaction between the Company and
any other entity or business. At the present time, no prospects exist for
the potential business combination of the Company and any other entity and
none is presently anticipated.
The Company intends to continue with its previous business plan to seek,
investigate and possibly acquire one or more properties or businesses. Such
an acquisition may be made by purchase, merger, exchange of stock, or
otherwise and may encompass assets or a business entity, such as a
corporation, joint venture, or partnership. The Company has very limited
capital, and it is unlikely that the Company will be able to take advantage
of more than one such business opportunity. The Company intends to seek
opportunities demonstrating the potential of long-term growth as opposed to
short-term earnings.
The Company experienced a net loss of $2,893 for the quarter, compared with
a net loss of $2,513 for the same quarter of the previous fiscal year. The
loss during the quarter is primarily the result of legal and accounting
costs related to compliance with reporting requirements of the securities
laws. The Company does not expect to generate any revenue until it completes
a business combination, but it will continue to incur legal and accounting
fees and other costs associated with compliance with its reporting
obligations. As a result, the Company expects that it will continue to
incur losses each quarter at least until it has completed a business
combination. Depending upon the performance of any acquired business, the
Company may continue to operate at a loss even following completion of a
business combination.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This report contains various forward-looking statements that are based on the
Company's beliefs as well as assumptions made by and information currently
available to the Company. When used in this report, the words "believe,"
"expect," "anticipate," "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements may include statements
regarding seeking business opportunities, payment of operating expenses, and
the like, and are subject to certain risks, uncertainties and assumptions
which could cause actual results to differ materially from projections or
estimates contained herein. Factors which could cause actual results to
differ materially include, among others, unanticipated delays or difficulties
in location of a suitable business acquisition candidate, unanticipated or
unexpected costs and expenses, competition and changes in market conditions,
lack of adequate management personnel and the like. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those anticipated,
estimated or projected. The Company cautions against placing undue reliance
on forward-looking statements all of which speak only as of the date made.
ITEM 3. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer, after
evaluating the effectiveness of the Company's disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended) as of the end of the period covered by this
quarterly report (the "Evaluation Date"), has concluded that, as of the
Evaluation Date, the Company's disclosure controls and procedures were
effective to provide reasonable assurance of the timely collection, evaluation
and disclosure of information relating to the Company that would potentially be
subject to disclosure under the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder. There were no changes in
the Company's internal control over financial reporting during the quarter
ended August 31, 2003 that materially affected, or were reasonably likely to
materially affect, the Company's internal control over financial reporting.
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
31.1 Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the
Securities Exchange Act of 1934, as amended.
32.1 Certification of Chief Executive Officer and President of the
Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: October 8, 2003 By: /s/ Vickie Walker
Vickie Walker
Secretary
Chief Executive Officer
Chief Financial Officer