UNITED STATES
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 March 31, 2003.
[ ] Transition report under Section 13 or 15(d) of the Exchange Act for
the transition period from: _________________ to: _________________
Commission file number: 000-49998
Heritage Scholastic Corporation
- ------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada 88-0502934
- ---------------------------------------- ------------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
1954 Kellogg Avenue, Carlsbad, California 92008
- ------------------------------------------------------------------------
(Address of Principal Executive Offices)
760-268-0700
----------------------------------------
(Issuer's Telephone Number, Including Area Code)
Check whether issuer: (1) filed all reports required to be
filed by Section 13 or 15(d) of the 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
----- -----
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest
practicable date:
Common Stock, $0.001 par value per share: 7,718,875 (as of March 31, 2003)
- ------------------------------------------------------------------------
/1/
Table of Contents
Heritage Scholastic Corporation
Part I Financial Information
Item 1.Financial Statements (unaudited)
Condensed consolidated balance Sheet - March 31, 2003.
Condensed consolidated statements of operations and comprehensive
loss - Three months ended March 31, 2003 and March 31, 2002 and
nine months ended March 31, 2003 and March 31, 2002
Condensed consolidated statements of cash flows - Nine months
ended March 31, 2003 and March 31, 2002
Notes to condensed consolidated financial statements -
March 31, 2003
Item 2.Management's Discussion and analysis of Financial Condition and
Results of Operations
Item 3.Quantitative and Qualitative Disclosures About Market Risk
Item 4.Controls and Procedures
Part II. Other Information
Item 6.Exhibits and Reports on Form 8-K
Signatures
Certifications
/2/
PART I - FINANCIAL STATEMENTS
**** Independent auditors have not performed a SAS 700
Review on the 3rd Quarter ending March 31, 2003 and the nine-
month period ending March 31, 2003 numbers contained in this
report. ****
ITEM 1.FINANCIAL STATEMENTS
Heritage Scholastic Corporation
Balance Sheet
(unaudited)
==========================================================================
March 31, 2003 2002
- -------------------------------------------------------------------------
Assets
Current Assets
Cash $ 56 $ 841
Accounts receivable 1,940 0
Inventory (Note 2) 8,286 0
Advances - related party 0 0
- -------------------------------------------------------------------------
Total current assets 10,282 841
Fixed Assets
Capitalized book expenses 20,455 7,000
Deferred Stock Offering Issuance Costs 0 7,000
- -------------------------------------------------------------------------
Total fixed assets 20,455 14,000
Total assets $ 30,737 $ 14,841
=========================================================================
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses $ 30,110 $ 14,767
Wages payable and related taxes 3,655 0
Loan from shareholder 300 0
Income taxes payable 745 0
- -------------------------------------------------------------------------
Total liabilities $ 34,810 $ 14,767
/3/
Stockholders' Equity
Preferred stock; $0.001 par value, 20,000,000 shares 0 0
authorized and no shares issued and outstanding
Common stock; $0.001 par value, 100,000,000 shares 7,719 6,781
authorized and 7,718,875 shares issued and
outstanding at March 31, 2003
Additional paid-in capital 85,386 20,444
Accumulated deficit at March 31, 2003 and (27,775) (124)
March 31, 2002
Current year loss (69,403) (27,027)
- -------------------------------------------------------------------------
Total stockholders' equity $ (4,073) $ 74
- -------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 30,737 $ 14,841
=========================================================================
The accompanying notes are an integral part of these financial statements.
/4/
Heritage Scholastic Corporation
Statements of Operations
(unaudited)
==========================================================================
Three Months Three Months
ended ended
31-Mar-2003 31-Mar-2002
- -------------------------------------------------------------------------
Revenues $ 3,162 $ 0
Cost of Sales 0 0
- -------------------------------------------------------------------------
Gross Profit 3,162 0
General and administrative expenses 7,364 19,873
- -------------------------------------------------------------------------
Net Loss $ (4,202) $(19,873)
- -------------------------------------------------------------------------
Loss Per Share of Common Stock $ (0.00) $ (0.00)
- -------------------------------------------------------------------------
Weighted Average Shares Outstanding 7,718,875 6,780,625
=========================================================================
- -------------------------------------------------------------------------
Nine Months Nine Months
ended ended
31-Mar-2003 31-Mar-2002
- -------------------------------------------------------------------------
Revenues $ 3,300 $ 0
General and administrative expenses $ 74,783 $ 20,258
- -------------------------------------------------------------------------
Net Loss $(71,483) $(20,258)
- -------------------------------------------------------------------------
Loss Per Share of Common Stock $ (0.01) $ (0.00)
- -------------------------------------------------------------------------
Weighted Average Shares Outstanding 7,718,875 6,780,625
=========================================================================
The accompanying notes are an integral part of these financial statements.
/5/
Heritage Scholastic Corporation
Statements of Cash Flows
(unaudited)
==========================================================================
Period from Period from
July, 1 2002 to July, 1 2001 to
March 31, 2003 March 31, 2002
- ---------------------------------------------------------------------------
Cash Flows From Operating Activities
Net loss $ (71,538) $ (27,027)
Adjustments to reconcile netloss to
net cash used in operating activities:
Change in operating assets and liabilities:
Accounts receivable (1,940) 0
Inventory (8,286) 0
Accounts payable and accrued expenses 8,527 7,467
Wages payable (2,722) 0
Income taxes payable (800) 0
- ---------------------------------------------------------------------------
Net cash used in operating activities (76,758) (19,560)
- ---------------------------------------------------------------------------
Cash Flows From Investing Activities
Net change in advances-related party 14,436 3,100
Increase in deferred stock offering issuance 0 (7,000)
Increase in capitalized publishing costs (6,071) (3,000)
- ---------------------------------------------------------------------------
Net cash provided by (used in) 8,365 (6,900)
investing activities
Cash Flows From Financing Activities
Net proceeds from issuance of common stock 11,800 27,225
Net change in advances-related party 0 0
- ---------------------------------------------------------------------------
Net cash provided by (used in) 11,800 27,225
financing activities
- ---------------------------------------------------------------------------
Net increase (decrease) in cash (56,593) 765
Cash at Beginning of Period 56,649 76
- ---------------------------------------------------------------------------
Cash at End of Period $ 56 $ 841
===========================================================================
/6/
- ---------------------------------------------------------------------------
Noncash Investing and Financing Activities:
During the year ended June 30, 2001, the Company issued
6,100,000 common shares valued at $7,300 in
exchange for notes receivable. This amount was
collected in 2002.
During the year ended June 30, 2002, the Company issued
280,000 common shares valued at $28,000 in
exchange for services performed in a common stock
offering.
During the year ended June 30, 2002, the Company
recorded non-cash stock based compensation expense of
$5,700 for stock options issued to non-employees.
===========================================================================
The accompanying notes are an integral part of these financial statements.
/7/
Heritage Scholastic Corporation
Statements of Stockholders' Equity
(unaudited)
==============================================================================
Common Stock Additional Shareholder
-------------- Paid-in Notes Accumulated
Shares Amount Capital Receivable Deficit Total
- ------------------------------------------------------------------------------
Balance at 7,618,875 $7,619 $ 73,686 $ - $ (27,775) $ 53,530
June 30, 2002
Common stock 50,000 500 4,500 - - 5,000
issued for cash
at $0.10
per share on
November 27, 2002
Common stock 50,000 500 4,500 - - 5,000
issued for cash
at $0.10
per share on
November 27, 2002
Net Loss - - - - (71,538) (71,538)
- -----------------------------------------------------------------------------
Balance at 7,718,875 $8,619 $ 82,686 $ - $ (99,313) $ (8,008)
March 31, 2003
=============================================================================
The accompanying notes are an integral part of these financial statements.
/8/
Heritage Scholastic Corporation
Notes to Financial Statements
1. Basis of The accompanying condensed financial
Presentation statements of Heritage Scholastic Corporation
("the Company"), a Nevada corporation. In the
opinion of management, the condensed financial
statements reflect all normal and recurring
adjustments, which are necessary for a fair
presentation of the Company's financial position,
results of operations and cash flows as of the
dates and for the periods, presented. The
condensed financial statements have been prepared
in accordance with generally accepted accounting
principles for interim financial information.
Consequently, these statements do not include all
disclosures normally required by generally
accepted accounting principles of the United
States of America for annual financial statements
nor those normally made in an Annual Report on
Form 10-KSB. Accordingly, reference should be
made to the Company's Amended Form 10-SB filed on
December 9, 2002 the Company filed with the U.S.
Securities and Exchange Commission for additional
disclosures, including a summary of the Company's
accounting policies, which have not materially
changed. The results of operations for the
periods ended March 31, 2003 are not necessarily
indicative of results that may be expected for
the fiscal year ending June 30, 2003 or any
future period, and the Company makes no
representations related thereto.
The accompanying condensed financial
statements as of March 31, 2003 have been
prepared assuming the Company will continue as a
going concern. However, the Company had a working
capital deficit of $5,873 as of March 31, 2003,
and incurred a net loss for the nine month period
ended March 31, 2003 and period from inception to
March 31, 2003 of $71,203 and $97,978,
respectively. These conditions raise substantial
doubt about the Company's ability to continue as
a going concern. During the period from inception
to March 31, 2003, management raised net proceeds
of approximately $86,000 through sales of common
stock. Subsequent to March 2003, management
intends to continue to raise additional financing
through a combination of public and/or private
equity placements, commercial project financing
and government program funding to fund future
operations and commitments. There is no assurance
that additional debt and equity financing needed
to fund operations will be consummated or
obtained in sufficient amounts necessary to meet
the Company's needs.
The accompanying condensed financial
statements do not include any adjustments to
reflect the possible future effects on the
recoverability and classification of assets or
the amounts and classification of liabilities
that may result from the possible inability of
the Company to continue as a going concern.
/9/
Heritage Scholastic Corporation
Notes to Financial Statements
1. Basis of The preparation of financial statements in
Presentation conformity with generally accepted accounting
Cont'd principles requires management to make certain
estimates and assumptions that affect the
reported amounts of assets and liabilities,
disclosures of contingent assets and liabilities
and the results of operations during the
reporting period. Actual results could differ
materially from those estimates.
2. Significant These condensed financial statements do not
Accounting include the complete list of significant
Policies accounting policies, reference should be made to
the Company's Amended Form 10-SB filed on
December 9, 2002 for a more complete description
of the relevant accounting policies.
Supplies inventory consists of operating
supplies and are stated at lower of cost or
market as determined by the first-in, first-out
method.
Deferred income taxes are recognized for the
tax consequences in future periods of differences
between the tax basis of assets and liabilities
and their financial reporting amounts at each
period end based on enacted tax laws and
statutory tax rates applicable to the periods in
which the differences are expected to affect
taxable income.
Valuation allowances are established when
necessary to reduce deferred tax assets to the
amount expected to be realized.
As of March 31, 2003 a current deferred tax
asset of approximately $29,000 had been
recognized for the temporary differences related
to net operating losses carried forward. A
valuation allowance of approximately $29,000 has
been recorded to fully offset the deferred tax
asset as it is not more likely than not that the
assets will be utilized. The Federal net
operating losses of approximately $98,000 expire
in 2022 and the state net operating losses of
approximately $98,000 expire in 2011, unless
previously utilized.
California law imposes a franchise tax of
1.5% of taxable income on companies doing
business in the state with a certain minimum
amounts per year.
/10/
Heritage Scholastic Corporation
Notes to Financial Statements
3. Advances Heritage Media Corporation's (HMC) sole
with shareholders are Charles and Lori Parks. The
a Related Parks' are also shareholders in the Company.
Party The Company also shares officers, directors,
facilities, and other various resources with
HMC. From time to time the Company and a HMC
advance money to cover common expenses related
to graphic design and other operating expenses.
The advances are due on demand and bear interest
at 6% per annum. During the nine month period
ended September 30, 2002, the Company paid the
$3,255 due to HMC at June 30, 2002 and advanced
HMC an additional $6,969.
4. Recent In April 2002, the Financial Accounting
Accounting Standards Board ("FASB") issued Statement of
Pronounceme Financial Accounting Standards ("SFAS") No. 145,
nts "Rescission of FASB Statements No. 4, 44, and
64, Amendment of FASB Statement No. 13, and
Technical Corrections." SFAS No. 145 rescinds
SFAS No. 4, "Reporting Gains and Losses from
Extinguishment of Debt," and an amendment of
that SFAS, SFAS No. 64, "Extinguishment of Debt
Made to Satisfy Sinking-Fund Requirements." SFAS
No. 145 also rescinds SFAS No. 44, "Accounting
for Intangible Assets of Motor Carriers."
Further, SFAS No. 145 amends SFAS No. 13,
"Accounting for Leases," to eliminate an
inconsistency between the required accounting
for sale- leaseback transactions and the
required accounting for certain lease
modifications that have economic effects that
are similar to sale-leaseback transactions. SFAS
No. 145 also amends other existing authoritative
pronouncements to make various technical
corrections, clarify meanings, or described
their applicability under changed conditions.
This pronouncement requires gains and losses
from extinguishment of debt to be classified as
an extraordinary item only if the criteria in
Accounting Principles Board Opinion No. 30,
"Reporting the Results of Operations--Reporting
the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions,"
have been met. Further, lease modifications with
economic effects similar to sale-leaseback
transactions must be accounted for in the same
manner as sale-leaseback transactions. The
provisions of SFAS No. 145 related to the
rescission of SFAS No. 4 shall be applied in
fiscal years beginning after May 15, 2002. The
provisions of SFAS No. 145 related to Statement
13 shall be effective for transactions occurring
after May 15, 2002, with early application
encouraged. The adoption of SFAS No. 145 did not
have a material impact on the Company's
consolidated financial position or results of
operations.
/11/
Heritage Scholastic Corporation
Notes to Financial Statements
4. Recent In July 2002, the FASB issued Statement of
Accounting Financial Accounting Standards No. 146,
Pronounceme "Accounting for Costs Associated with Exit or
nts Disposal Activities" ("SFAS 146"). SFAS 146
Cont'd requires that a liability for costs associated
with an exit or disposal activity be recognized
and measured initially at fair value only when
the liability is incurred. SFAS 146 is effective
for exit or disposal activities that are
initiated after December 31, 2002. Management
does not expect the adoption of SFAS 146 to have
a material impact on our operating results or
financial position.
/12/
Heritage Scholastic Corporation
Notes to Financial Statements
5 Common
Stock to the Company's founders at $0.001 per
share for a note receivable that was repaid
in the year ended June 30, 2002. On
September 29, 2000 the Company issued
600,000 shares of common stock to a key
officer of the Company at $0.003 per share
for a note receivable that was repaid in the
year ended June 30, 2002.
On September 14, 2001 the Company issued
680,625 shares of common stock to various
investors for cash of $0.04 per share.
On June 30, 2002 the Company issued 558,250
shares of common stock in a Nevada-
registered offering filed under Rule 504 of
Regulation D of the Securities Act of 1933
to various investors for cash of $0.10 per
share.
Related to the shares issued on June 30,
2002 the Company issued 275,000 shares to a
stock offering consulting firm and 5,000
shares to an individual for work performed
on the stock offering. These shares were
valued at the stock-offering price of $0.10
per share, or $28,000. The shares issued to
the consulting firm were in addition to cash
fees under an agreement for various stock
offering services.
The Company incurred a total of
approximately $43,000 in direct costs
related to above common stock offering,
inclusive of the shares issued for services
issued at a fair value of $28,000.
On November 27, 2002 the Company issued
50,000 shares of common stock to an investor
for cash of $0.10 per share.
On February 8, 2003 the Company issued
50,000 shares of common stock to an investor
for cash of $0.10 per share.
/13/
Part I Item 2.
Management's Discussion and Analysis of Financial Condition
and Results of Operations
RESULTS OF OPERATIONS
As of March 31, 2003, we have generated revenues of
$3,300, representing two sales, both occurring in the 3rd
quarter (January 1 - March 31). The Company expects revenue
to grow in the 4th quarter as more sales contacts are made.
Currently, the Company's CEO, Charles Parks is the sole
salesperson and he is working on a part time basis between
one and two days per week. Once sales increase to
approximately $20,000 per month, the Company plans to hire a
full time sales person. This is expected to occur in the
first quarter of the next fiscal year based on current sales
projections. Currently the company is selling books only in
the Los Angeles area. This is expected to continue through
the end of the current fiscal year. Plans are to expand
into other markets once we have our first full time sales
person.
Expenses during the third quarter of this year were
$7,400 compared with $19,900 for the same quarter last year.
As was also the case then, approximately two-thirds of the
expenses were legal and professional. These expenses were
all related to the 10-sb filing for the SEC. The company is
currently engaged in discussions and correspondence with the
NASD to complete the company's listing on the bulletin
board.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2003, we had approximately $60 in cash,
$1,940 in receivables and $8,290 in books inventory. The
rent expense continues to accrue as a payable due to an
affiliate. During the third quarter, the Company raised an
additional $10,000 in capital via private placement of stock
to qualified private investors.
We believe our total current assets of $10,280 as of
March 31, 2003 plus projected cash flows will provide
sufficient capital to implement our plan to place our
textbooks throughout the targeted school districts. Our
current monthly operating expense is less than $1,000,
exclusive of management's salaries, which continued to be
deferred until we have sufficient sales and cash flow to pay
them.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
Accounting for Business Combinations
In July 2001 the FASB issued Statements No. 141,
Business Combinations (SFAS 141) and No. 142, Goodwill and
Other Intangible Assets (SFAS 142). These standards change
the accounting for business combinations by, among other
things, prohibiting the prospective use of pooling-of-
interests accounting and requiring companies to stop
amortizing goodwill and certain intangible assets with an
indefinite useful life created by business combinations
accounted for using the purchase method of accounting.
Instead, goodwill and intangible assets deemed to have an
indefinite useful life will be subject to an annual review
for impairment. We adopted the new standards on January 1,
2002; the adoption did not have an effect on our financial
statements.
/14/
Asset Retirement Obligations
In July 2001 the FASB issued Statement No. 143,
Accounting for Asset Retirement Obligations (SFAS 143).
SFAS 143 addresses the accounting and reporting for
obligations associated with the retirement of tangible long-
lived assets and the associated asset retirement costs. We
adopted the new standard on January 1, 2002; the adoption
did not have an effect on our financial statements.
Impairment or Disposal of Long-Lived Assets
In August 2001 the FASB issued Statement No. 144,
Accounting for the Impairment or Disposal of Long-Lived
Assets (SFAS 144). SFAS 144 clarifies the accounting for the
impairment of long-lived assets and for long-lived assets to
be disposed of, including the disposal of business segments
and major lines of business. We adopted the new standard on
January 1, 2002; the adoption did not have an effect on our
financial statements.
RISKS AND UNCERTAINTIES
Limited Operating History
We have a limited operating history on which to base
estimates for future performance and face all of the risks
inherent in the educational textbook industry. These risks
include, but are not limited to, market acceptance and
penetration of our products, our ability to obtain a pool of
qualified personnel, management of the costs of conducting
operations, general economic conditions and factors that may
be beyond our control. We cannot assure you that we will be
successful in addressing these risks. Failure to
successfully address these risks could have a material
adverse effect on our operations.
Need for Additional Financing
We may need to obtain additional financing in the event
that we are unable to realize sufficient revenue or collect
accounts receivable when we emerge from the development
stage. We may incur additional indebtedness from time to
time to finance acquisitions, provide for working capital or
capital expenditures or for other purposes. However, we
currently anticipate that our expected operating cash flow
and the funds raised from our offering of common stock will
be sufficient to meet our operating expenses for at least
the next 12 to 24 months.
Furthermore, our ability to pay future cash dividends
on our Common Stock, or to satisfy the redemption of future
debt obligations that we may enter into will be primarily
dependent upon the future financial and operating
performance of our Company. Such performance is dependent
upon financial, business and other general economic factors,
many of which are beyond our control. If we are unable to
generate sufficient cash flow to meet our future debt
service obligations or provide adequate long-term liquidity,
we will have to pursue one or more alternatives, such as
reducing or delaying capital expenditures, refinancing debt,
selling assets or operations, or raising additional equity
capital. There can be no assurance that such alternatives
could be accomplished on satisfactory terms, if at all, or
in a timely manner.
/15/
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Technological change, continuing process development
and a reduction in school district spending may affect the
markets for our products. Our success will depend, in part,
upon our continued ability to provide quality textbooks that
meet changing customer needs, successfully anticipate or
respond to technological changes in technological processes
on a cost-effective and timely basis and enhance and expand
our client base. Current competitors or new market entrants
may provide products superior to ours that could adversely
affect the competitive position of our Company. Any failure
or delay in achieving our priorities for the next six to
twelve months of operations as stated on page 12 could have
a material adverse effect on our business, future results of
operations and financial condition.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
The management of the Company, including the President
and Chief Executive Officer and the Chief Financial Officer,
have conducted an evaluation of the effectiveness of the
Company's disclosure controls and procedures (as defined in
Rules 13a-14 (c) and 15d- 14 (c) under the Securities
Exchange Act) as of a date (the "Evaluation Date") within 90
days prior to the filing date of this report. Based on that
evaluation, the President and Chief Executive Officer and
the Chief Financial Officer concluded that, as of the
evaluation date, the Company's disclosure controls and
procedures were effective in ensuring that all material
information relating to the Company, including its
consolidated subsidiaries, required to be filed in this
quarterly report have been made known to them in a timely
manner.
Changes in internal controls
There were no significant changes in the Company's
internal controls or in other factors that could
significantly affect these controls subsequent to the date
of the most recently completed evaluation, including any
corrective actions with regard to significant deficiencies
and material weaknesses.
/16/
Part II - Other Information
Item 6. Exhibits
Exhibit Name and/or Identification of Exhibit
Number
3 Articles of Incorporation & By-Laws
(a) Articles of Incorporation of the Company filed
July 30, 1999. Incorporated by reference to the
exhibits to the Company's General Form For
Registration Of Securities Of Small Business
Issuers on Form 10-SB, previously filed with the
Commission.
(a) Amended Articles of Incorporation of the
Company filed January 11, 2002. Incorporated by
reference to the exhibits to the Company's General
Form For Registration Of Securities Of Small
Business Issuers on Form 10-SB, previously filed
with the Commission.
(c) By-Laws of the Company adopted July 1, 2000.
Incorporated by reference to the exhibits to the
Company's General Form For Registration Of
Securities Of Small Business Issuers on Form 10-SB,
previously filed with the Commission.
99.1 Certification under Section 906 of the Sarbanes-Oxley
Act (18 U.S.C. SECTION 1350)
/17/
SIGNATURES
In accordance with Section 12 of the Securities
Exchange Act of 1934, the registrant caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Heritage Scholastic Corporation
(Registrant)
Date: June 6, 2003
-------------
By: /s/ Charles Parks
-----------------------------------
Charles E. Parks, President and CEO
Date: June 6, 2003
-------------
By: /s/ Randall Peterson
--------------------------------------
Randall L. Peterson, Treasurer and CFO
/18/
Attachment A
Form of Certification for Form 10-QSB
CERTIFICATIONS
I, Charles E. Parks, President and CEO of Heritage
Scholastic Corp (the "registrant"), certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
Heritage Scholastic Corp.;
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements
were made, not misleading with respect to the period covered
by this quarterly report;
3. Based on my knowledge, the financial statements, and
other financial information included in this quarterly
report, fairly present in all material respects the
financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90
days prior to the filing date of this quarterly report (the
"Evaluation Date"); and
c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I
have disclosed, based on our most recent evaluation,
to the registrant's auditors and the audit committee
of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that
involves management or other employees who
have a significant role in the registrant's
internal controls; and
/19/
6. The registrant's other certifying officers and I
have indicated in this quarterly report whether or
not there were significant changes in internal
controls or in other factors that could
significantly affect internal controls subsequent to
the date of our most recent evaluation, including
any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: June 6, 2003
------------
/s/ Charles Parks
- -----------------
Charles E. Parks
President/CEO
/20/
Attachment A
Form of Certification for Form 10-QSB
CERTIFICATIONS
I, Randall L. Peterson, Treasurer and CFO of Heritage
Scholastic Corp (the "registrant"), certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
Heritage Scholastic Corp.;
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements
were made, not misleading with respect to the period covered
by this quarterly report;
3. Based on my knowledge, the financial statements, and
other financial information included in this quarterly
report, fairly present in all material respects the
financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90
days prior to the filing date of this quarterly report (the
"Evaluation Date"); and
c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I
have disclosed, based on our most recent evaluation,
to the registrant's auditors and the audit committee
of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that
involves management or other employees who
have a significant role in the registrant's
internal controls; and
/21/
6. The registrant's other certifying officers and I
have indicated in this quarterly report whether or
not there were significant changes in internal
controls or in other factors that could
significantly affect internal controls subsequent to
the date of our most recent evaluation, including
any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: June 6, 2003
------------
/s/ Randall Peterson
- --------------------
Randall L. Peterson
Treasurer/CFO
/22/