exhibit 31
FORM OF SECTION 302 CERTIFICATION
CERTIFICATION
I, Charles E. Parks, certify that:
1. I have reviewed this Quarterly Report of Heritage
Scholastic Corporation and Subsidiary;
2. Based on my knowledge, this 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
report;
3. Based on my knowledge, the financial statements, and
other financial information included in this report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the small business issuer as of,
and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s)
and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f) for the small business issuer and have:
(a) designed such disclosure controls and procedures,
or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material
information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in
which this report is being prepared;
(b) designed such internal control over financial
reporting, or caused such internal control over financial
reporting to be designed under our supervision to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purposes in accordance with generally accepted
accounting principles;
(c) evaluated the effectiveness of the small business
issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
/1/
(d) disclosed in this report any change in the small
business issuer's internal control over financial reporting
that occurred during the small business issuer's most recent
fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial
reporting; and
5. The small business issuer's other certifying officer(s)
and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the small business
issuer's auditors and the audit committee of the small business
issuer's board of directors (or persons performing the equivalent
functions):
(a) all significant deficiencies and material
weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to
adversely affect the small business issuer's ability to
record, process, summarize and report financial information;
and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in
the small business issuer's internal control over financial
reporting.
Date: May 12, 2004
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/s/ Charles Parks
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Charles E. Parks
President/CEO
/2/
FORM OF SECTION 302 CERTIFICATION
CERTIFICATION
I, Randall L Peterson, certify that:
1. I have reviewed this Quarterly Report of Heritage
Scholastic Corporation and Subsidiary;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and
other financial information included in this report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the small business issuer as of,
and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s)
and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f) for the small business issuer and have:
(a) designed such disclosure controls and procedures,
or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material
information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in
which this report is being prepared;
(b) designed such internal control over financial
reporting, or caused such internal control over financial
reporting to be designed under our supervision to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purposes in accordance with generally accepted
accounting principles;
(c) evaluated the effectiveness of the small business
issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
/3/
(d) disclosed in this report any change in the small
business issuer's internal control over financial reporting
that occurred during the small business issuer's most recent
fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial
reporting; and
5. The small business issuer's other certifying officer(s)
and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the small business
issuer's auditors and the audit committee of the small business
issuer's board of directors (or persons performing the equivalent
functions):
(a) all significant deficiencies and material
weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to
adversely affect the small business issuer's ability to
record, process, summarize and report financial information;
and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in
the small business issuer's internal control over financial
reporting.
Date: May 12, 2004
------------
/s/ Randall Peterson
- --------------------
Randall L Peterson
Treasurer/CFO
/4/