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 November 30, 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
of common equity, as of the latest practicable date. At November 30, 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 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
(a) The unaudited financial statements of registrant for the three months
ended November 30, 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 November 30, 2000
THE HERITAGE ORGANIZATION, INC.
(A Development Stage Company)
Balance Sheet
Statement of Loss and Accumulated Deficit
Statements of Cash Flows
Notes to Financial Statements
THE HERITAGE ORGANIZATION, INC.
(A Development Stage Company)
BALANCE SHEET
November 30, 2000
(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 5,120
OTHER ASSETS:
Organizational costs (net
of amortization) 0
TOTAL ASSETS 5,120
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 1,957
Accrued Interest Payable 163
Proceeds from Note Payable
from Stockholder 10,000
TOTAL CURRENT LIABILITIES 12,120
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 81,159
Deficit accumulated during the
development stage (96,659)
Total stockholders' equity (7,000)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 5,120
The accompanying notes are an integral part of these financial statements.
THE HERITAGE ORGANIZATION, INC. (A Development Stage Company)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT FOR THE
THREE MONTHS ENDED NOVEMBER 30, 2000 AND 1999, AND
FOR THE PERIOD FROM AUGUST 28, 1996 THROUGH
NOVEMBER 30, 2000
(unaudited)
Period from Three Three
Inception months months
(8/28/96) ended ended
to 11/30/00 11/30/00 11/30/99
REVENUE - - -
EXPENSES
Amortization 300 - 15
Bank charges 103 - -
Consulting
Fees 62,800 - -
Director fees 200 - -
Interest expense 664 143 -
Filing fees 205 - -
Legal &
Professional 27,283 2,162 212
Office expense 2,554 - -
Rent 2,550 150 150
TOTAL EXPENSES 96,659 2,455 377
NET LOSS (96,659) (2,455) (377)
Accumulated deficit
Balance,
beginning of period - (94,204) (90,321)
Balance,
end of period $(96,659) $(96,659) $(90,698)
NET LOSS
PER SHARE $(0.017) NIL NIL
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 5,610,227 14,000,000 9,353,151
The accompanying notes are an integral part of these financial statements.
THE HERITAGE ORGANIZATION, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOW FOR THE SIX MONTHS ENDED
NOVEMBER 30, 2000 AND 1999, AND FOR THE PERIOD FROM
AUGUST 28, 1996 THROUGH NOVEMBER 30, 2000
(unaudited)
Period from Six Six
Inception months months
(8/28/96) ended ended
to 11/30/00 11/30/00 11/30/99
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS (96,659) (3,075) (2,074)
Adjustments to reconcile net loss to
net cash used by operating activities:
Amortization 300 0 30
Rent Expense 2,550 300 300
Expenses paid
by shareholders 15,609 0 0
Accounts Payable 1,956 1,907 0
Notes Payable
by shareholders 10,000 5,000 5,000
Accrued interest
Payable 164 (228) 0
Stock issued for
consulting fees 3,040 0 0
Stock issued for
directors fees 59,960 0 0
Changes in Current
Liabilities 0 0 0
Net cash provided
by operating
activities (3,080) 3,904 3,256
CASH FLOWS FROM INVESTING ACTIVITIES:
Organization costs (300) 0 0
Net cash provided
by investing
activities (300) 0 0
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of
common stock 8,500 0 0
Net cash provided
by financing
activities 8,500 0 0
Net cash increase
(decrease) 5,120 3,904 3,256
NET CASH
Beginning of Period 0 1,216 0
NET CASH
End of Period $ 5,120 $ 5,120 $ 3,256
The accompanying notes are an integral part of these financial statements.
THE HERITAGE ORGANIZATION, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 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 $10,000 as a
loan from a principal shareholder. Consequently, the Company's balance
sheet for the quarter ended November 30, 2000, reflects a total asset
value of $5,120.
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 November
30, 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 $96,659.
As of the end of its second quarter ending November 30, 2000, 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 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 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.
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 $2,455 for the second quarter,
compared with a loss of $377 for the same quarter of the previous fiscal
year. The loss during the second 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.
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 November 30, 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: January 12, 2000
By: /s/___________________________
Gary M. Kornman
Chairman of the Board
