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,
2000.
....Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period
from _________ to _________.
Commission File No: 0-21951
THE HERITAGE ORGANIZATION, INC.
(Name of small business in its charter)
Colorado 84-1356383
(State or other (IRS Employer Id. No.)
jurisdiction of Incorporation)
5001 Spring Valley Road, Suite 800, East Tower
Dallas, Texas 75244
(Address of Principal Office) Zip Code
Issuer's telephone number: (972) 991-0001
Buffalo Capital III, Ltd.
(former name of small business)
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 f
common equity, as of the latest practicable date. At August 31, 2000,
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 I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
(a) The unaudited financial statements of registrant for the
three months ended August 31, 2000, 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
Quarter Ended August 31, 2000
Balance Sheet 5
Statement of Operations 6
Statements of Cash Flows 8
Notes to Financial Statements 10
THE HERITAGE ORGANIZATION, INC.
(A Development Stage Company)
BALANCE SHEET
August 31, 2000
(unaudited)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 589
TOTAL CURRENT ASSETS 589
TOTAL ASSETS $ 589
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 264
Note Payable from Stockholder 5,000
Accrued Interest Payable 20
TOTAL CURRENT LIABILITIES 5,285
STOCKHOLDERS' EQUITY
Common stock, no par value;
100,000,000 shares authorized;
14,000,000 shares issued and,
outstanding 8,500
Preferred stock, no par value
10,000,000 shares authorized;
no shares issued and outstanding 0
Additional paid-in capital 81,009
Deficit accumulated during the
development stage (94,204)
(4,695)
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $ 589
</TABLE>
The accompanying notes are an integral part of these financial statements.
THE HERITAGE ORGANIZATION, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Period from Three Three
Inception months months
(8/28/96) ended ended
to 8/31/00 8/31/99 8/31/00
<S> <C> <C> <C>
REVENUE
Investment Income $ - $ - $ -
EXPENSES
Amortization 300 15 -
Bank charges 103 17 -
Consulting Fees 62,800 - -
Director fees 200 - -
Interest expense 520 - 129
Filing Fees 205 25 25
Legal and
professional 25,122 1,936 316
Office expense 2,554 22 -
Rent 2,400 150 150
TOTAL EXPENSES 94,204 2,165 620
NET LOSS (94,204) (2,165) (620)
Accumulated deficit
Balance,
beginning of period - (76,111) (93,584)
Balance,
end of period $(94,204) $(78,276) $(94,204)
NET LOSS PER SHARE $ (.02) NIL NIL
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 5,087,552 1,260,000 14,000,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
THE HERITAGE ORGANIZATION, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Period from Three Three
Inception months months
(8/28/96) ended ended
to 8/31/00 8/31/00 8/31/99
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS $ (94,204) $ (620) $ (2,165)
Adjustments to reconcile net loss to
net cash used by operating activities:
Amortization 300 0 15
Rent Expense 2,400 150 150
Expenses paid
by shareholders 15,609 0 0
Stock issued for
directors fees 59,960 0 0
Stock issued for
consulting fees 3,040 0 0
Increase (decrease)
in Accrued Interest 20 (371) 0
Increase in Accounts
Payable - Related
Party 264 214 -
Net cash provided by operating
activities (12,611) (627) (2,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Organization costs (300) 0 0
Net cash flows from investing
activities (300) 0 0
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of
common stock 8,500 0 0
Notes Payable -
Related Party 5,000 0 5,000
Net Cash Flows from Financing
Activities 13,500 0 5,000
Net cash increase
(decrease) 589 (627) 3,000
NET CASH
Beginning of Period 0 1,216 0
NET CASH
End of Period $ 589 $ 589 $ 3,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
THE HERITAGE ORGANIZATION, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2000
NOTE 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,
2000.
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 $5,000 as a loan from a principal shareholder. Consequently, the
Company's balance sheet for the quarter ended August 31, 2000,
reflects a total asset value of $589.
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 from shareholders or third parties to
pay expenses at least until it is able to consummate a business
combination.
Results of Operations.
During the period from August 28, 1996 (inception) through
August 31, 2000, 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 $94,204.
To date, the Company's only activities have been
organizational ones, directed at the raising of capital, and preliminary
efforts to seek one or more properties or businesses for acquisition.
The Company has not commenced any commercial operations. The
Company currently has no full-time employees and owns no real
estate.
As of the end of its third quarter ending August 31, 2000, the
Company has not been able to reach any agreement or definitive
understanding with any person concerning the business combination
transaction between the Company and The Heritage Organization,
L.L.C., or between the Company and Steadfast Investments, L.P., the
principal owner of The Heritage Organization, L.L.C. or any other
entity.
At the present time, no good prospects exist for the
potential business combination of the Company and any other entity.
As the business combination transaction with The Heritage
Organization, L.L.C. is not expected to occur, 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 $627 for the third
quarter, compared with a loss of $2,165 for the same quarter of the
previous fiscal year. The loss during the third 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 form those anticipated, estimated or
projected. The Company cautions again placing undue reliance on
forward-looking statements all of which speak only as of the date
made.
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBIT 27 - FINANCIAL DATA SCHEDULE
(b) There were no reports on Form 8-K filed during the
quarter ended August 31, 2000.
Signatures
In accordance with the requirements of the Exchange
Act, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE HERITAGE ORGANIZATION, INC.
(Registrant)
Date: October 12, 2000
By: /s/___________________________
Gary M. Kornman
Chairman of the Board
