exhibit 32

             FORM OF SECTION 906 CERTIFICATIONS

                  CERTIFICATION PURSUANT TO
                   18 U.S.C. SECTION 1350,
                   AS ADOPTED PURSUANT TO
        SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002




In connection with the Quarterly Report of Heritage
Scholastic Corporation and Subsidiary (the "Company") on
Form 10-QSB for the three-month period ending March 31,
2004, as filed with the Securities and Exchange Commission
on the date hereof (the "Report"), I, Charles E. Parks,
Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge and belief:

  (1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

  (2) The information contained in the Report fairly
presents, in all material respects, the financial condition
and result of operations of the Company.





/s/ Charles Parks
- -----------------
Charles E. Parks
President/CEO
May 12, 2004


A signed original of this written statement required by
Section 906, or other document authenticating,
acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this
written statement has been provided to the Company and will
be retained by the Company and furnished to the Securities
and Exchange Commission or its staff upon request.


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             FORM OF SECTION 906 CERTIFICATIONS

                  CERTIFICATION PURSUANT TO
                   18 U.S.C. SECTION 1350,
                   AS ADOPTED PURSUANT TO
        SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002




In connection with the Quarterly Report of Heritage
Scholastic Corporation and Subsidiary (the "Company") on
Form 10-QSB for the three-month period ending March 31,
2004, as filed with the Securities and Exchange Commission
on the date hereof (the "Report"), I, Randall L. Peterson,
Chief Financial Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge and belief:

  (1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

  (2) The information contained in the Report fairly
presents, in all material respects, the financial condition
and result of operations of the Company.





/s/ Randall Peterson
- --------------------
Randall L. Peterson
Treasurer/CFO
May 12, 2004


A signed original of this written statement required by
Section 906, or other document authenticating,
acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this
written statement has been provided to the Company and will
be retained by the Company and furnished to the Securities
and Exchange Commission or its staff upon request.


/2/