<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
Mark One
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended March
31, 1998 --- Commission File Number 0-9997; OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From
____________ to _____________.
UNITED HERITAGE CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
UTAH 87-0372864
- ------------------------ ---------------------------------
(State of Incorporation) (IRS Employer Identification No.)
2 North Caddo Street, P. O. Box 1956, Cleburne, Texas 76033-1956
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(Address of principal executive offices)
(817) 641-3681
----------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
------------------------------ ---------------------
Common Stock, $0.001 par value Boston Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of Common Stock held by non-affiliates
of the registrant, based on the average of the bid and asked prices of
the Common Stock quoted on the National Association of Securities
Dealers Automated Quotation System on April 30, 1998, was $18,357,483.
For purposes of this computation, all officers, directors and 5%
beneficial owners of the Registrant are deemed to be affiliates. Such
determination should not be deemed an admission that such officers,
directors or 5% beneficial owners are, in fact, affiliates of the
Registrant. As of May 22, 1998, 97,400,512 shares of Common Stock were
outstanding.
Documents Incorporated by Reference: Portions of the Company's
Proxy Statement dated not later than 120 days after the end of the
Company's most recent fiscal year, filed pursuant to Regulation 14A of
the Securities Exchange Act of 1934 for the 1998 Annual Meeting of
Shareholders of United Heritage Corporation are incorporated by
reference into Part III.
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PART I
ITEM 1. BUSINESS
GENERAL
United Heritage Corporation (the "Company") is a Utah
corporation formed in 1981. The Company has its principal office
in Cleburne, Texas and operates its business through its wholly-
owned subsidiaries, National Heritage Sales Corporation
("National"), UHC Petroleum Corporation ("Petroleum") UHC Petroleum
Services Corporation ("Services") and Sovereign Communications
Corporation ("Sovereign"), (collectively, the "Subsidiaries").
DESCRIPTION OF BUSINESS
GENERAL
Through its wholly-owned subsidiary, National, the Company
engages in operations in the beef industry, involved in fresh beef
sales, ultimately supplying beef products to suppliers of such
products for retail sale to consumers. An emerging segment of the
beef industry deals with beef products which contain, due to
natural causes, less fat than typical choice beef. Typical choice
beef has been the object of criticism by health authorities due to
its high fat content, resulting in a portion of beef purchasers
selecting alternate food choices, such as poultry or fish. The
"lite" beef concept has been a response to health-conscious
consumers' demand for beef with reduced levels of fat. The Company
produces its "lite" beef product under the United States Department
of Agriculture ("USDA") Food Safety and Inspection Service's Final
Rule on Nutrition Labeling of Meat and Poultry Products, wherein
"lite" beef is defined as having at least 50% less fat and one-
third less calories than typical choice beef, as defined by USDA
Handbook 8-13.
Through its wholly owned subsidiary, Petroleum, the Company is
engaging in the oil and gas business since its acquisition of the
membership interests of Apex Petroleum, L.L.C. ("Apex") on February
11, 1997 and the subsequent merger of Apex with and into Petroleum
on February 27, 1997. Through the Apex transaction, the Company
acquired the assets of Apex (by virtue of the merger after the
interests were acquired), which consisted primarily of leases of an
oil field in South Texas consisting of 10,502+ OR - acres (the "Field").
The transaction was completed based on a report received from
Surtek, Inc., a Golden, Colorado petroleum engineering firm
("Surtek") that did extensive testing of the leases. It is the
intent of the Company to develop these leases. Because of the
nature of the formation containing the oil, it has been determined
that using an Alkaline-Surfactant-Polymer flood method of recovery
could produce at least 60% of the oil-in-place. The Alkaline-
Surfactant-Polymer flood method of recovery ("A-S-P")is a technique
that combines three methods to achieve a synergistic effect. The
proper combination and injection of these chemicals has been used
to optimize the pH of the oil reservoirs, lower the interfacial
tensions allowing the oil to flow more easily, reverse the
wettability of the formation rock to make the oil more susceptible
to migration to the producing wellbores, and provide a means to
literally push the oil to the producing wells. Surtek's experience
in other fields and the results of the laboratory testing of the
formation rock, oil, and water from the Field indicate that the
A-S-P method has the potential to allow oil recovery greater than
any other proven method presently available to the Company.
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Services was formed to act as the operating company for the
Petroleum leases and became the operator on September 1, 1997.
Sovereign was formed in anticipation of a possible foreclosure
by the Company of certain radio broadcasting assets of which it was
a lienholder, and which it foreclosed on and sold during the last
fiscal year.
PRODUCTS AND OPERATIONS.
BEEF. The Company has produced to its specifications and
sells "lite" beef products. Such "lite" beef products come from
heavy, grain-fed beef animals that have the necessary carcass
specifications to meet the Company's standards and thereby qualify
for the USDA's definition of "lite." The basic raw material,
carcass beef, is acquired by the Company through a network of
independent producers and/or slaughter houses. To insure continued
compliance of and consistency in its products, the Company's
quality control agent is present each time the beef products are
fabricated, and all fabrication is done in USDA inspected
facilities.
The Company has fabricated for it only the amount of beef
products which it has sold prior to fabrication, and does not
maintain an excess inventory due to limited product life.
Approximate production capacity is currently 2,000 head of beef per
week, and the Company's average weekly production during the fiscal
year ended March 31, 1998 was 59 head per week. A limiting factor
is the number of head of cattle available which meet the carcass
specifications required by the Company's standards. Management,
based on its contacts with various feed yards throughout the
country, estimates the supply available to the Company at approxi-
mately 175,000 head per year.
During the fiscal year ended March 31, 1998 two (2) customers
each accounted for 10% or more of the Company's sales, as follows:
American Stores Company 69.5%; and Tri-State Wholesale Associated
Grocers, Inc. 22.7%.
OIL AND GAS. The Company completed the acquisition of Apex on
February 11, 1997, and had little production during the year ended
March 31, 1998. Total revenues from oil and gas, consisting mostly
of sales from test wells, were $24,443. The Company raised
$1,000,000 on December 11, 1997 from a private offering for
$5,000,000 and used the proceeds to increase its efforts in
producing oil from wells located on its South Texas leases. These
efforts include drilling of additional wells; the purchasing of
necessary materials and equipment; the hiring of additional field
personnel, including petroleum engineers and geologists; and the
retaining of attorneys to represent the Company in its negotiations
and filings with the Railroad Commission of Texas. Specifically,
the Company is currently testing existing wells with the Klaeger
Oil Retrieval System, a mobile swabbing unit. "Swabbing is defined
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as a process using a rubber and wire tool that contracts going down
the well and expands as it is pulled upward by the swab line and
lifts fluid out of the well casing or tubing. A swab, when pulled
rapidly, exerts a suction that draws oil into the hole. It is
doing all necessary "re-work" to put all wells capable of
production into production. "Re-work" is defined as work performed
on a well after its completion, in an effort to secure production
where there has been none, restore production that has ceased, or
increase production. Additionally, the Company has drilled and
completed 13 wells that will be used in the Alkaline-Surfactant-
Polymer ("ASP") flood pilot. It has built the building that will
house the facilities necessary for injecting the ASP fluid. The
Company is also working with engineers to complete final plans for
the ASP injection facilities and is buying the necessary equipment
for the ASP flooding.
The Company anticipates increasing production upon the raising
of additional capital needed for the recovery operation. The
Company estimates a total of $15,000,000 in additional capital will
be needed for the recovery operation over a period of 24 months,
and anticipates raising it through a combination of private and
public securities offerings. There are no assurances that this
capital can be raised.
MARKETING AND DISTRIBUTION. The Company primarily uses its own
sales personnel to market its products. The Company utilizes
newspaper advertising and point-of-sale information materials in
connection with retail sales in grocery stores. When necessary,
the Company also utilizes the services of food brokers in certain
areas of the United States to act as brokers for the Company in
sales of its "lite" beef product.
EMPLOYEES. The Company currently employs nine (9) full-time
employees, including a quality control and procurement agent who is
always present in the plant when the "lite" beef products are
fabricated.
COMPETITION.
BEEF. The Company has found the beef market to be dominated
by large, well-established companies which have large-scale
consumer recognition, large sales forces and extensive marketing
budgets. The Company must continue to offer specialty products
such as its "lite" beef products to compete with these companies.
The Company intends to be competitive in the market by offering a
high quality healthier alternative to other beef products and to
appeal to a more health conscious consumer who would like to eat
beef, but wants a lower fat alternative. The Company is at a
competitive disadvantage with regard to the price of its product in
comparison to regular beef and the limited resources it has for
advertising.
OIL AND GAS. The oil and gas business is highly competitive
and has few barriers to entry. Although the Company owns all of
the rights to produce oil from the Field, the Company will be
competing with other oil and gas companies and investment partner-
ships in search for, and obtaining of, future desirable prospects,
the securing of contracts with third parties for the development of
oil and gas properties, the contracting for the purchase or rental
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of drilling rigs and other equipment necessary for drilling
operations, and the purchase of equipment necessary for the
completion of wells, as well as in the marketing of any oil and gas
which may be discovered. Many of the Company's competitors are
larger than the Company and have substantially greater access to
capital and technical resources than does the Company and may
therefore have a significant competitive advantage. Many of the
Company's competitors are capable of making a greater investment in
a given area than is the Company, although large and small
companies alike are subject to the economics of cost effectiveness.
The prices at which the Company will be able to sell any oil or
gas production will have a substantial effect on its earnings, if
any.
ACQUISITIONS
On February 11, 1997 the Company acquired all of the member-
ship interests of Apex Petroleum, L.L.C. (Apex"), a Texas limited
liability company, in consideration of 77,500,000 shares of the
Company's $0.001 par value common stock ("Common Stock") issued to
the members of Apex. The acquisition was completed in a private
transaction which was exempt from registration under the Federal
Securities Laws. On February 27, 1997, Apex was merged with and
into Petroleum, a newly formed Texas corporation. The transaction
was based on an independent valuation of Apex by Surtek, Inc.
("Surtek"), a petroleum engineering company, which performed
certain tests on the primary assets of Apex, leases of an oil field
in South Texas consisting of approximately 10,502 acres, to
determine the value of the Apex assets. Based on the Surtek
report, the Company's board of directors unanimously accepted the
valuation and elected to close the transaction to purchase the Apex
interests.
FINANCIAL INFORMATION BY SEGMENT
Revenues, net income and identifiable assets are presented
below for the fiscal years ended March 31, 1998, 1997 and 1996.
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1998 1997 1996
---------- ---------- -----------
Revenue:
Beef Products $2,906,167 $2,737,489 $ 1,087,229
Corporate 9,033 -0- -0-
Oil and Gas 24,443 -0- Not Applicable
Net Income (Loss):
Beef Products 185,101 197,535 (138,214)
Corporate (596,774)* (390,037) (199,115)
Oil and Gas 24,443 -0- Not Applicable
Identifiable Assets:
Beef Products 192,473 171,384 123,766
Corporate 1,471,261 1,377,165 1,797,519
Oil and Gas 24,771,766 24,293,613 Not Applicable
* Includes an impairment loss of $217,106 from the write-down
of the uncollectible portion of the basis of a note after the
proceeds of the sale of foreclosed property were applied. For a
more detailed explanation, see the financial statements and related
footnotes.
The Company operated two business segments for the most
recent fiscal year, the sale of processed "lite" beef products and
the oil and gas segment, however, the operations from the oil and
gas segment have been immaterial. For the fiscal year ended March
31, 1997, the oil and gas segment only existed for seven weeks.
ITEM 2. PROPERTIES
The Company operates out of offices provided by Walter G.
Mize, Chairman of the Board, President and Chief Executive Officer
of the Company. Mr. Mize provides the office space and equipment
without charge to the Company. The value of the office space and
services provided is estimated to be $18,000 annually.
The Company owns leases of an oil field in Edwards County,
Texas consisting of approximately 10,502 acres. Although there
have been estimates of the oil in place, the reserves have not yet
been proved. The Company intends that these reserves will be
proved during the fiscal year ending March 31, 1999.
ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiaries are not a party to any
material legal proceedings.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the shareholders of the
Company during the fourth quarter of its fiscal year ended March
31, 1998.
ITEM 4A.EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company, each elected to serve
at the pleasure of the Board of Directors until the next annual
meeting of the Board of Directors, their respective ages and their
present position with the Company are as follows:
Name Age Position with Company Position Held Since
- ----------------- --- --------------------- -------------------
Walter G. Mize 60 Chairman of the Board, 1987
President and Chief
Executive Officer
Harold L. Gilliam 51 Secretary, Treasurer and 1990
Chief Financial Officer
The business experience of each of these executive officers
during the past five (5) years is set forth below:
Mr. Walter G. Mize has served as Chairman of the Board,
President and Chief Executive Officer of the Company since
September 1987. He has also served as President, Chairman of the
Board and Chief Executive Officer of UHC Petroleum Corporation and
National Heritage Sales Corporation since September 1987 and UHC
Petroleum Services Corporation since January 1997. He has been
engaged in oil and gas exploration and development, cattle
ranching, real estate development, banking, and various other
investment activities for over thirty years.
Mr. Harold L. Gilliam has served as Secretary, Treasurer and
Chief Financial Officer of the Company since November 1990. He has
also served as Secretary, Treasurer and Director of UHC Petroleum
Services Corporation since January 1997. He has been a partner in
the firm of Gilliam, Wharram & Co., P.C., Certified Public
Accountants, located in Cleburne, Texas, since August 1987, and has
been a Certified Public Accountant in the state of Texas since
1972.
No family relationships exist among the executive officers and
directors of the Company. No director of the Company is a director
of any company with a class of securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended, or
subject to the requirements of Section 15(d) of that Act or of any
company registered as an investment company under the Investment
Corporation Act of 1940, as amended.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCK-
HOLDER MATTERS
MARKET INFORMATION
The principal market for the Company's Common Stock is the
over-the-counter market on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ"), trading under the
symbol "UHCP." The Company's Common Stock is also listed on the
Boston Stock Exchange ("BSE"), trading under the symbol "UHC."
The following table sets forth, for the periods indicated, the
high and low bid price per share of the Company's Common Stock as
reported on NASDAQ. The NASDAQ quotations reflect prices quoted by
market makers of the Company's Common Stock, without retail markup,
markdown or commissions, and may not necessarily represent actual
transactions.
High Low
----- ----
Fiscal Year Ended March 31, 1998:
First Quarter $1.56 $.97
Second Quarter 1.78 .63
Third Quarter 1.41 .91
Fourth Quarter 1.75 .81
Fiscal Year Ended March 31, 1997:
First Quarter $0.94 $0.53
Second Quarter 0.91 0.50
Third Quarter 1.72 0.84
Fourth Quarter 1.97 1.13
SHAREHOLDERS
As of May 22, 1998 there were approximately 2,952 record
holders of the Company's Common Stock.
DIVIDENDS
The Company has never declared any dividends and does not
anticipate declaring a cash dividend in the foreseeable future.
Pursuant to Section 16-10a-640 of the Utah Business
Corporation Act, the Company may not pay dividends if, after giving
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effect to the distribution, (a) the Company would not be able to
pay its debts as they become due in the usual course of business,
or (b) the Company's total assets would be less than the sum of its
total liabilities plus, unless the articles of incorporation permit
otherwise, the amount that would be needed, if the Company were to
be dissolved at the time of the distribution, to satisfy the
preferential rights upon dissolution of shareholders whose
preferential rights are superior to those receiving the
distribution.
RECENT SALE OF UNREGISTERED SECURITIES
The Company has sold, within the past three years, the
following shares of common stock not registered under the
Securities Act of 1933, as amended ("33 Act"), to the persons, on
the dates, for the aggregate consideration, and pursuant to the
registration exemption listed. No underwriters were used, and no
underwriting discounts or commissions were paid in any of the
sales.
<TABLE>
<CAPTION>
Date Purchaser Amount Consideration Exemption
- ------- -------------------- ---------- ------------- ---------
<S> <C> <C> <C> <C>
9/29/95 Walter G. Mize 2,500,000 $625,000 ss.4(2) of 33 Act 1
2/11/97 Walter G. Mize 72,900,000 94.064516% of Apex Petroleum, L.L.C. ss.4(2) of 33 Act 2
2/11/97 Adam Lee Mize 1,550,000 2% of Apex Petroleum, L.L.C. ss.4(2) of 33 Act 3
2/11/97 Mary Catherine Hicks 1,550,000 2% of Apex Petroleum, L.L.C. ss.4(2) of 33 Act 3
2/11/97 Gail T. Pruitt 1,500,000 1.935484% of Apex Petroleum, L.L.C. ss.4(2) of 33 Act 4
12/11/97 Augustine Fund LP 588,235 $500,000 Rule 506 under 33 Act
or ss.4(6) of 33 Act 5
12/11/97 Black Sea Investments, Ltd. 352,941 $300,000 Rule 506 under 33 Act
or ss.4(6) of 33 Act 5
12/11/97 Triton Private Equities Fund, L.P. 235,294 $200,000 Rule 506 under 33 Act
or ss.4(6) of 33 Act 5
</TABLE>
1 Relying on the fact that there was no public offering to a
single sophisticated offeree who is president and chairman of the
Company and the purchaser bought for investment purposes.
2 Relying on the fact that there was no public offering to a
small number of sophisticated offerees and the purchaser, who is
president and chairman of the Company bought for investment
purposes.
3 Relying on the fact that there was no public offering to a
small number of sophisticated offerees and the purchaser, who is
a family member of the president of the Company bought for
investment purposes.
4 Relying on the fact that there was no public offering to a
small number of sophisticated offerees and the purchaser, who has
a pre-existing business relationship with the president of the
Company, bought for investment purposes.
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5 Relying on the fact that the shares were sold in a private
placement to accredited investors only. The aggregate offering
price was $5,000,000 and there was no advertising or public
solicitation and a Form D was filed with the Commission. The
total number of purchasers was three (3).
The Company has also sold, within the past three years,
warrants exercisable for shares of common stock not registered
under the 33 Act, to the persons, on the dates, for the aggregate
consideration, on the exercise terms, and pursuant to the
registration exemption listed. No underwriters were used, and no
underwriting discounts or commissions were paid in any of the
sales.
<TABLE>
<CAPTION>
Shares Exercise Price
Date Purchaser Consideration Exercisable per Share Exemption
- ------- ------------- --------------------------- ----------- --------------- ---------------------
<S> <C> <C> <C> <C> <C>
8/16/96 Mark G. Hollo Investment Banking Services 650,000 465,000 @ $0.75 ss.4(2) of 33 Act (1)
46,500 @ $1.00
46,500 @ $1.25
46,500 @ $1.50
22,750 @ $1.75
22,750 @ $2.00
8/16/96 Sands Brothers Investment Banking Services 650,000 465,000 @ $0.75 ss.4(2) of 33 Act (1)
& Co., Ltd. 46,500 @ $1.00
46,500 @ $1.00
46,500 @ $1.25
46,500 @ $1.50
22,750 @ $1.75
22,750 @ $2.00
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12/11/97 Mark G. Hollo Broker-Dealer Services 912,000 656,000 @ $0.75 ss.4(2) of 33 Act (1)
64,800 @ $1.00
64,800 @ $1.25
64,800 @ $1.50
30,800 @ $1.75
30,800 @ $2.00
12/11/97 Sands Brothers Broker-Dealer Services 912,000 656,000 @ $0.75 ss.4(2) of 33 Act (1)
& Co., Ltd. 64,800 @ $1.00
64,800 @ $1.25
64,800 @ $1.50
30,800 @ $1.75
30,800 @ $2.00
12/11/97 Augustine Fund LP No separate con- 58,823 $1.20 ss.4(2) or 4(6) of 33 Act (2)
sideration; Issued
with Common Stock
purchase
12/11/97 Black Sea No separate consideration; 35,294 $1.20 ss.4(2) or 4(6) of 33 Act (2)
Investments, Ltd. Issued with Common Stock
purchase
12/11/97 Triton Private No separate consideration; 23,529 $1.20 ss.4(2) or 4(6) of 33 Act (2)
Equities Fund, Issued with Common Stock
L.P. purchase
</TABLE>
1 Relying on the fact that there was no public offering to a
small number of sophisticated offerees and the purchaser bought
for investment purposes.
2 Relying on the fact that the warrants were issued in a private
placement to accredited investors only. The aggregate offering
price was $5,000,000, there was no advertising or public
solicitation and a Form D was filed with the Commission.
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ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data for the five years
ended March 31, 1998 is derived from the consolidated financial
statements of the Company. The data is qualified in its entirety
and should be read in conjunction with the consolidated financial
statements and related notes contained elsewhere herein.
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended Year Ended Year Ended
03/31/98 03/31/97 03/31/96 03/31/95 03/31/94
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Income Data:
Revenues $ 2,933,610 $ 2,737,489 $ 1,087,229 $ 3,500,696 $ 3,786,211
Income (Loss) (387,230) (192,502) (337,330) (985,761) (445,125)
Income (Loss) Per Share (0.00) (0.00) (0.02) (0.06) (0.03)
Weighted Average Number of
Shares Outstanding 96,524,423 28,584,726 16,480,990 15,204,542 15,016,874
Balance Sheet Data: (1)
Working Capital $ 1,535,155 $ 149,008 $ 508,708 $ 184,612 $ 33,029
Total Assets 26,435,500 25,842,162 1,921,285 1,600,318 3,104,094
Current Liabilities 67,276 119,403 25,939 64,960 225,283
Long-Term Debt --- --- --- --- ---
Shareholders' Equity 26,368,224 25,722,759 1,895,346 1,535,358 2,878,811
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
The main revenues of the Company continues to be from sales
of Heritage Lifestyle Lite Beef. The Company sells its lite beef
to a major supermarket chain in New Mexico, and a major West
Coast supermarket chain. In February 1998, the West Coast chain
increased the number of stores carrying the beef to 100.
On February 11, 1997 the Company acquired all of the member-
ship interests of Apex in consideration of 77,500,000 shares of
the Company's Common Stock issued to the members of Apex. See
"Item 1. Business - Acquisitions."
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RESULTS OF OPERATIONS
Revenues for the year ended March 31, 1998 ("Fiscal 1998")
were $2,933,610, compared to revenues of $2,737,489 for the
fiscal year ended March 31, 1997 ("Fiscal 1997") and $1,087,229
for the fiscal year ended March 31, 1996 ("Fiscal 1996"). The
increase in sales revenues for Fiscal 1998 is due primarily to an
increase in sales of the beef product and partly to revenues from
the oil and gas segment of $24,443 which did not exist in Fiscal
1997. The increase in sales revenues for Fiscal 1997 is due
primarily to additional customers carrying the beef product.
Total operating expenses of $3,106,432 reflect an increase
in Fiscal 1998 as compared to $2,942,865 in Fiscal 1997 due to
the increased volume of beef sales. The increase of total
operating expenses in Fiscal 1997 from $1,437,653 in Fiscal 1996
is due to the additional volume of beef sales.
The net loss for Fiscal 1998 was $387,230, an increase as
compared to both the Fiscal 1997 loss of $192,502 and the Fiscal
1996 loss of $337,330. The increase in the Fiscal 1998 loss was
due primarily to the impairment loss of $217,106 from the write-
down of the uncollectible portion of the basis of a note after
the proceeds of the sale of foreclosed property were applied, as
more fully explained in the financial statements and related
footnotes. The decrease in the Fiscal 1997 loss was due
primarily to increased volume of beef sales.
BEEF PRODUCTS SEGMENT: Revenues generated by National (the
"Beef Products Segment") were $2,906,167 for Fiscal 1998,
representing 98.86% of total Company revenues and reflecting an
increase from Fiscal 1997 amounts. Revenue for Fiscal 1998 was
impacted by increased per store sales of the beef products. Beef
product revenues for Fiscal 1997 of $2,737,489 showed an increase
from Fiscal 1996 revenues of $1,087,229 and was impacted by the
addition of a new large customer, a west coast supermarket chain,
resulting in a higher volume of beef sales.
The cost of processed beef products as a percentage of
revenues of 84% shows a consistency with the Fiscal 1997
percentage of 83% and both years showed a decrease as compared to
91% in Fiscal 1996. The decrease for Fiscal 1998 and 1997 from
that of Fiscal 1996 is due primarily to decreased costs
associated with the higher volume of beef sold and an improved
pricing structure.
Selling expenses for Fiscal 1998 of $136,980 were an
increase as compared to Fiscal 1997 primarily due to a shift to
outside sales representation from in-house sales personnel.
Selling expenses for Fiscal 1997 of $108,095 were substantially
increased as compared to Fiscal 1996 selling expenses of $49,667
primarily due to the use of an outside salesperson.
The Beef Products Segment reported a profit of $ 185,101 for
Fiscal 1998, which reflects a slight decrease due to a shift to
total outside sales representatives. The Fiscal 1997 profit of
$197,535 reflects the impact of the additional sales volume from
the west coast supermarket chain and a reduction of overhead.
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IMPACT OF INFLATION: Sales prices are based on a multiple
of current cattle costs (raw materials) and are adjusted weekly
with the cattle market; therefore, the cost of raw materials
(cattle) has little impact on gross profit (percentage). Cattle
prices can have a significant impact on sales and, consequently,
net profits. However, gross profits on a per head basis are not
significantly impacted by rising beef prices since the sales
prices are based on a multiple of the cost.
CORPORATE: General and administrative expenses of $530,200
for Fiscal 1998 were decreased as compared to $565,511 for
Fiscal 1997 due primarily to a reduction in NASDAQ and Boston
Stock Exchange listing fees from the prior year. General and
administrative expenses of $565,511 for Fiscal 1997 were
increased from the Fiscal 1996 amount of $398,833 due to
additional legal expenses, amortization of consulting agreements
and additional SEC, NASDAQ and Boston Stock Exchange filing and
listing fees.
Interest income of $6,033 in Fiscal 1998 was a decrease from
the Interest income of $12,874 in Fiscal 1997 due to lower cash
balances being maintained during the year. The Fiscal 1997
interest income was similar to the $14,585 in Fiscal 1996.
LIQUIDITY AND CAPITAL RESOURCES
LIQUIDITY. Current assets of the Company increased from
$268,411 at March 31, 1997 to $1,602,431 at March 31, 1998, and
current liabilities decreased from $119,403 at March 31, 1997, to
$67,276 at March 31, 1998, resulting in an increase in the
overall working capital position. The working capital of the
Company was $1,535,155 at March 31, 1998, a significant increase
in the working capital from the $149,008 reported at March 31,
1997. The increase in working capital was significantly enhanced
by the $900,000 proceeds received from the sale of Common Stock
and Warrants in December 1997 and the $1,000,000 received from
the sale of certain radio station assets in March 1998. A
portion of the funds received were used to reduce current
liabilities associated with the development of the Company oil
lease.
Equity capital increased by $975,151 during Fiscal 1998.
Stockholders' equity was $26,368,224 at March 31, 1998, as
compared to $25,722,759 at March 31, 1997. The increase was due
primarily to the proceeds from the December 1997 private
placement of common stock and warrants which added $870,151 in
equity.
The total assets of the Company were $26,435,500 at March
31, 1998, as compared to $25,842,162 for the previous year end.
The increase in total assets results primarily from the increase
in the cash balance from the proceeds of the private placement.
CASH FLOW: The Company's operations used $129,428, $30,549,
and $184,915 in cash flow in Fiscal 1998, 1997 and 1996,
respectively. In Fiscal 1998, the cash used in operations
increased as compared to Fiscal 1997 due to increased marketing
and public relations costs incurred to hire consultants to
provide those services. In Fiscal 1997, the cash used in
continuing operations decreased as compared to Fiscal 1996 due to
the decreased net loss and an increase in accrued expenses.
-13-
PAGE
<PAGE>
Cash of $463,971 was used by investing activities during
Fiscal 1998, primarily related to capital expenditures for the
oil and gas properties. Cash of $525,635 was used by investing
activities during Fiscal 1997, primarily related to capital
expenditures for the oil and gas properties. Cash of $44,144 was
used by investing activities during Fiscal 1996, primarily
related to the oil and gas investment. Investing activities for
Fiscal 1999 are expected to be considerably more than the Fiscal
1998 amounts, due to the development of the oil and gas
investment.
Cash of $967,651 was provided by financing activities in
Fiscal 1998, with $870,151 resulting from sale of common stock
and warrants and $97,500 resulting from the exercise of stock
options. Cash of $199,250 was provided by financing activities
in Fiscal 1997, resulting from the exercise of stock options.
Cash of $655,000 was provided by financing activities in Fiscal
1996, resulting from the issuance of common stock.
Cash of $948,750 was provided by the sale of property
obtained through the foreclosure of property securing a note to
the Company.
CAPITAL RESOURCES: In Fiscal 1998 it is anticipated that
funds will be utilized towards the development of the oil and gas
property. In management's opinion, the anticipated funds to be
derived from operations together with proceeds from equity or
debt financing, as necessary, should be sufficient to meet the
Company's capital and liquidity needs for the next twelve months.
However, no assurance can be provided that such will be the
case.
There are no additional material commitments for capital
expenditures as of March 31, 1998.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data required to
be included in this Item 8 are set forth in Item 14 of this
Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The Company has had no changes in accountants or
disagreements with its accountants on accounting and disclosure
to report under this Item 9.
-14-
PAGE
<PAGE>
PART III
ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
This information is incorporated by reference from the
Company's definitive Proxy Statement for the Company's 1998
annual meeting for the fiscal year ended March 31, 1998, to be
filed no later than July 29, 1998, and from "Part 1. Item 4A.
Executive Officers of the Company" included in this report.
ITEM 11.EXECUTIVE COMPENSATION
This information is incorporated by reference from the
Company's definitive Proxy Statement for the Company's 1998
annual meeting for the fiscal year ended March 31, 1998, to be
filed no later than July 29, 1998.
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This information is incorporated by reference from the
Company's definitive Proxy Statement for the Company's 1998
annual meeting for the fiscal year ended March 31, 1998, to be
filed no later than July 29, 1998.
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is incorporated by reference from the
Company's definitive Proxy Statement for the Company's 1998
annual meeting for the fiscal year ended March 31, 1998, to be
filed no later than July 29, 1998.
-15-
PAGE
<PAGE>
PART IV
ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of Report.
1. Financial Statements Page
The following financial statements of the
Company required to be included in Item 8 are
filed under Item 14 at the page indicated:
Independent Auditor's Report F-1
Consolidated Balance Sheets at March 31, 1998
and 1997 F-2
Consolidated Statements of Operations for the
years ended March 31, 1998, 1997 and 1996 F-4
Consolidated Statements of Changes in
Shareholders' Equity for the years ended
March 31, 1998, 1997 and 1996 F-5
Consolidated Statements of Cash Flows for the
years ended March 31, 1998, 1997 and 1996 F-6
Notes to Consolidated Financial Statements F-9
2. Financial Statement Schedules.
No schedules are required because they are inapplicable
or the information is otherwise shown in the financial
statements or notes thereto.
3. Exhibits.
3.01 Articles of Incorporation, as amended on December
5, 1997. (1) (3.01)
3.02 Bylaws. (2) (3.2)
4.01 Registration Rights Agreement between the Company
and Augustine Fund, L.P., dated December 11, 1997.
(1)
4.02 Registration Rights Agreement between the Company
and Black Sea Investments, Ltd., dated December 10,
1997. (1)
-16-
PAGE
<PAGE>
4.03 Registration Rights Agreement between the Company
and Triton Private Equities Fund, L.P., dated
December 9, 1997. (1)
4.04 Warrant Agreement between the Company and
Augustine Fund, L.P., dated December 11, 1997. (1)
4.05 Warrant Agreement between the Company and Black
Sea Investments, Ltd., dated December 10, 1997. (1)
4.06 Warrant Agreement between the Company and Triton
Private Equities Fund, L.P., dated December 9, 1997.
(1)
4.07 Warrant Agreement between the Company and Sands
Brothers & Co., Ltd. dated December 11, 1997. (1)
10.01 Letter Agreement between the Company and Apex
Petroleum, L.L.C., dated April 30, 1997. pertaining to
the Definitive Stock Purchase Agreement between the
Company and Apex Petroleum, L.L.C., dated September
28, 1995. (3) (10.1)
10.02 Subscription Agreement between the Company and
Augustine Fund, L.P., dated December 11, 1997. (1)
(10.01)
10.03 Subscription Agreement between the Company and
Black Sea Investments, Ltd., dated December 10, 1997.
(1) (10.02)
10.04 Subscription Agreement between the Company and
Triton Private Equities Fund, L.P., dated December 9,
1997. (1) (10.03)
21 Subsidiaries of the Company.*
23 Consent of Weaver and Tidwell, L.L.P.*
24 Power of Attorney.*
27 Financial Data Schedule.*
- -------------------------
* Filed herewith.
(1) Filed with the Company's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1997 and
incorporated by reference herein.
(2) Filed with the Company's Registration Statement No. 33-
43564 on Form S-1 and incorporated by reference herein.
(3) Filed with the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1997 and
incorporated by reference herein.
-17-
PAGE
<PAGE>
(b) Reports on Form 8-K.
None filed during the last quarter of this report.
(c) Exhibits Required by Item 601 of Regulation S-K.
The exhibits listed in Part IV, Item 14(a)(3) of this
report, and not incorporated by reference to a separate
file, are included after "Signature," below.
(d) Financial Statement Schedules Required by Regulation S-X.
All schedules are omitted because they are not required,
inapplicable or the information is otherwise shown in the
financial statements or notes thereto.
-18-
PAGE
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
UNITED HERITAGE CORPORATION
Date: June 1, 1998 By: /s/ Walter G. Mize
------------------------
Walter G. Mize, Chairman
of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities on this
1st day of June, 1998.
SIGNATURE TITLE
/s/ Walter G. Mize Chairman of the Board and
- ------------------ Chief Executive Officer
Walter G. Mize (Principal Executive Officer)
* Secretary, Treasurer, Chief
- ---------------- Financial Officer and Director
Harold L. Gilliam (Principal Accounting Officer)
* Director
- --------------
Dr. Joe Martin
* Director
- ------------
C. Dean Boyd
* Director
- -----------------
Theresa D. Turner
*By:/s/ Walter G. Mize
-------------------
Walter G. Mize, as Attorney-in-
Fact for each of the persons
indicated
-19-
PAGE
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Shareholders
United Heritage Corporation
We have audited the accompanying consolidated balance
sheets of United Heritage Corporation and subsidiaries
as of March 31, 1998 and 1997, and the related
consolidated statements of operations, changes in
shareholders' equity and cash flows for each of the
three years in the period ended March 31, 1998. These
consolidated financial statements are the responsibility
of the company's management. Our responsibility is to
express an opinion on these consolidated financial statements
based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial
statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing
the accounting principles used and significant estimates
made by management, as well as evaluating the overall
consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the consolidated financial statements
referred to above present fairly, in all material
respects, the financial position of United Heritage
Corporation and subsidiaries as of March 31, 1998 and
1997, and the consolidated results of their operations
and their cash flows for each of the three years in the
period ended March 31, 1998 in conformity with generally
accepted accounting principles.
WEAVER AND TIDWELL, L.L.P.
Fort Worth, Texas
April 24, 1998
F-1
PAGE
<PAGE>
UNITED HERITAGE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1998 AND 1997
1998 1997
------------ -----------
ASSETS
CURRENT ASSETS
Cash $ 1,390,416 $ 80,722
Trade accounts receivable 95,202 134,940
Other accounts receivable 53,183 -
Inventories 26,847 750
Other current assets 36,783 51,999
------------ -----------
Total current assets 1,602,431 268,411
NOTE RECEIVABLE - 1,245,766
OIL AND GAS PROPERTIES 24,771,766 24,293,613
PROPERTY AND EQUIPMENT, at cost
Equipment, furniture and fixtures 35,775 29,149
Vehicles 56,720 56,720
------------ -----------
92,495 85,869
Less accumulated depreciation 61,192 51,497
------------ -----------
31,303 34,372
OTHER ASSETS
Property held for sale 30,000 -
------------ -----------
TOTAL ASSETS $ 26,435,500 $25,842,162
============ ===========
The Notes to Consolidated Financial Statements
are an integral part of these statements.
F-2
PAGE
<PAGE>
UNITED HERITAGE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1998 AND 1997
1998 1997
----------- ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 45,565 $ 61,876
Accrued expenses 21,711 57,527
----------- ------------
Total current liabilities 67,276 119,403
SHAREHOLDERS' EQUITY
Preferred stock, $.001 par value,
5,000,000 shares authorized,
none issued
Common stock, $.001 par value,
125,000,000 shares authorized,
issued and outstanding
1998 - 97,395,512
1997 - 96,021,542 97,395 96,021
Additional paid-in capital 33,399,630 32,425,853
Accumulated deficit (7,102,037) (6,714,807)
----------- ------------
26,394,988 25,807,067
Deferred compensation and consulting (26,764) (84,308)
----------- ------------
26,368,224 25,722,759
----------- ------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $26,435,500 $ 25,842,162
=========== ============
The Notes to Consolidated Financial Statements
are an integral part of these statements.
F-3
PAGE
<PAGE>
UNITED HERITAGE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED MARCH 31, 1998, 1997 AND 1996
1998 1997 1996
----------- ----------- -----------
OPERATING REVENUES
Processed beef products $ 2,906,167 $ 2,737,489 $ 1,087,229
Other 27,443 - -
----------- ----------- -----------
Total operating revenues 2,933,610 2,737,489 1,087,229
OPERATING COSTS AND EXPENSES
Processed beef products 2,439,252 2,269,259 989,153
General and administrative 530,200 565,511 398,833
Selling expenses 136,980 108,095 49,667
----------- ----------- -----------
Total operating expenses 3,106,432 2,942,865 1,437,653
----------- ----------- -----------
Loss from operations (172,822) (205,376) (350,424)
OTHER INCOME (EXPENSE)
Interest income 6,033 12,874 14,585
Interest expense (3,425) - (1,491)
Impairment loss (217,016) - -
----------- ----------- -----------
Net loss ($387,230) ($192,502) ($337,330)
=========== =========== ===========
Net loss per share ($0.00) ($0.00) ($0.02)
=========== =========== ===========
Weighted average
number of common shares 96,524,423 28,584,726 16,480,990
=========== =========== ===========
The Notes to Consolidated Financial Statements
are an integral part of these statements.
F-4
PAGE
<PAGE>
UNITED HERITAGE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
YEARS ENDED MARCH 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
Common Stock Additional
-------------------------- Paid-in Accumulated
Shares Amount Capital Deficit Other
---------- ---------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Balance, March 31, 1995 15,204,542 $ 15,204 $ 7,753,561 ($ 6,184,975) ($ 48,432)
Stock issed upon exercise
of stock options 120,000 120 82,380 - ( 52,500)
Realization of stock issued
in exchange for future
services - - - - 42,318
Stock issued pursuant to
private placement 2,500,000 2,500 622,500 - -
Net loss - - - ( 337,330) -
---------- ---------- ------------- ------------- ------------
Balance, March 31, 1996 17,824,542 17,824 8,458,441 ( 6,522,305) ( 58,614)
Stock issued for assets 77,500,000 77,500 23,598,750 - -
Stock issed upon exercise
of stock options 697,000 697 198,555 - -
Realization of stock issued
in exchange for future
services - - - - 52,500
Stock options granted for
consulting - - 170,107 - ( 170,107)
Realization of deferred
consulting costs - - - - 85,799
Write-off of subscription
receivable - - - - 6,114
Net loss - - - ( 192,502) -
---------- ---------- ------------- ------------- ------------
Balance, March 31, 1997 96,021,542 96,021 32,425,853 ( 6,714,807) ( 84,308)
Stock issued upon exercise
of stock options 197,500 198 104,802 - -
Stock issued pursuant to
private placement 1,176,470 1,176 868,975 - -
Realization of deferred
consulting costs - - - - 57,544
Net loss - - - ( 387,230) -
---------- ---------- ------------- ------------- ------------
Balance, March 31, 1998 97,395,512 $ 97,395 $ 33,399,630 ($ 7,102,037) ($ 26,764)
========== ========== ============= ============= ============
</TABLE>
The Notes to Consolidated Financial Statements
are an integral part of these statements.
F-5
PAGE
<PAGE>
UNITED HERITAGE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($387,230) ($192,502) ($337,330)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Depreciation 9,695 14,460 8,252
Amortization - 314 -
Deferred compensation and consulting
recognized in current year 57,544 138,299 42,318
Stock issued for compensation 7,500 - -
Impairment loss 217,016 - -
Write-off of note receivable - 6,114 -
Changes in assets and liabilities:
Accounts receivable 36,555 (106,848) 163,570
Inventory (26,097) 25,112 (24,122)
Other current assets 15,216 (8,962) 1,418
Accounts payable and
accrued expenses (52,127) 93,464 (39,021)
---------- ---------- ----------
Net cash used in
operating activities (121,928) (30,549) (184,915)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (484,779)# (541,635) # (113,264)
Collections of notes receivable 948,750 # 16,000 # 69,120
---------- ---------- ----------
Net cash provided by
(used in) investing activities 463,971 (525,635) (44,144)
</TABLE>
The Notes to Consolidated Financial Statements
are an integral part of these statements.
F-6
PAGE
<PAGE>
UNITED HERITAGE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 1998, 1997 AND 1996
(continued)
<TABLE>
<CAPTION>
1998 1997 1996
---------- --------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on borrowings ($243,000) $ - ($ 520,000)
Proceeds from loans 243,000 - 520,000
Proceeds from issuance
of common stock 967,651 199,250 655,000
---------- --------- -----------
Net cash provided by
financing activities 967,651 199,250 655,000
---------- --------- -----------
Net increase (decrease) in
cash and cash equivalents 1,309,694 (356,934) 425,941
Cash and cash equivalents,
beginning of year 80,722 437,656 11,715
---------- --------- -----------
Cash and cash equivalents,
end of year $1,390,416 $ 80,722 $ 437,656
=========== ========= ===========
SUPPLEMENTAL DISCLOSURES OF
CASH FLOWS INFORMATION:
Cash paid during the year for:
Interest $ 3,425 $ - $ -
=========== ========= ===========
Taxes $ - $ - $ -
=========== ========= ===========
</TABLE>
The Notes to Consolidated Financial Statements
are an integral part of these statements.
F-7
PAGE
<PAGE>
UNITED HERITAGE CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Presentation
The consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries, National
Heritage Sales Corporation, UHC Petroleum Corporation, UHC
Petroleum Services Corporation and Sovereign Communications
Corporation. UHC Petroleum Services Corporation and
Sovereign Communications Corporation, formed January 21,
1997, had no operations for the years ended March 31, 1998
and 1997.
All intercompany transactions and balances have been
eliminated upon consolidation.
Nature of Operations
United Heritage Corporation distributes "lite" beef
products. During the year ended March 31, 1996, the Company
entered into an agreement with Apex Petroleum, L.L.C.,
wherein the Company had the right to acquire certain
unproved oil and gas leases. The results of testing and
evaluations were favorable and the acquisition was finalized
on February 11, 1997. The Company continues to explore and
develop its oil and gas properties.
Acquisition
Effective February 11, 1997, United Heritage Corporation
(UHC) issued 77,500,000 shares of common stock to Walter G.
Mize, Mary Catherine Hicks, Adam Mize and Gail Pruitt in
exchange for 100% of the membership interests in Apex
Petroleum, L.L.C. Walter G. Mize is President and Chairman
of the Board of UHC. After the issuance of the shares the
former Apex members hold approximately 90% of the
outstanding shares of UHC and the transaction has been
accounted for as an acquisition of assets. The assets of
Apex consist of unproved oil and gas leases. The unproved
properties were recorded at the fair value of the common
stock issued of $23,676,250. Apex has had no operations
since its inception on September 5, 1995. Subsequent to the
acquisition, Apex was merged into UHC Petroleum Corporation.
F-8
PAGE
<PAGE>
UNITED HERITAGE CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Revenue
Revenue from the sale of "lite" beef products is recognized
when products are delivered to customers. When oil and gas
production commences revenue from oil and gas operations
will be recognized at the point of sale.
Inventory
Inventory consists of "lite" beef purchased for resale and
is valued at the lower of cost (first-in, first-out) or
market.
Oil and Gas Properties
The Company follows the full cost method of accounting for
oil and gas properties. Accordingly, all costs associated
with acquisition, exploration and development of oil and gas
reserves are capitalized.
When production commences all capitalized costs, including
the estimated future costs to develop proved reserves will
be amortized on the unit-of-production method using
estimates of proved reserves. Investments in unproved
properties and major development projects will not be
amortized until proved reserves associated with the projects
can be determined or until impairment occurs. At March 31,
1998 all of the Company's oil and gas properties are
considered unproved. The unproved properties are
periodically assessed for impairment. If the assessment
indicates that the properties are impaired, the amount of
the impairment will be added to the capitalized costs to be
amortized.
In addition, the capitalized costs are subject to a "ceiling
test", which limits such costs to the aggregate of the
estimated present value, using a 10% discount rate, of
future net revenues from proved reserves, based on current
economic and operating conditions, plus the lower of cost or
fair market value of unproved properties.
F-9
PAGE
<PAGE>
UNITED HERITAGE CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Property and Equipment
Property and equipment are stated at cost. Depreciation is
provided over the estimated useful lives of the assets
primarily by the straight-line method as follows:
Equipment, furniture and fixtures 3-7 years
Vehicles 3-5 years
Loss Per Share
The loss per common share has been computed by dividing the
net loss by the weighted average number of shares of common
stock outstanding throughout the year. Calculation of loss
per common share - assuming dilution is not presented
because the effects of shares issuable upon exercise of
various stock options and stock warrants outstanding would
be antidilutive.
The outstanding stock options and warrants described in
Notes 8 and 9 respectively, could potentially have a
dilutive effect on earnings per share should the Company
generate income from operations or net income in the future.
Cash Flows Presentation
For purposes of the statement of cash flows, the Company
considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results
could differ from those estimates.
F-10
PAGE
<PAGE>
UNITED HERITAGE CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Financial Instruments
Financial instruments of the Company consist of cash and
cash equivalents, accounts receivable, and accounts payable.
Recorded values of cash, receivables and payables
approximate fair values due to short maturities of the
instruments.
Stock-based Employee Compensation
The Company accounts for stock based compensation
arrangements under the provisions of Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to
Employees", which requires compensation cost to be measured
at the date of grant based on the intrinsic value of the
options granted. The intrinsic value of an option is equal
to the difference between the market price of the common
stock on the date of grant and the exercise price of the
option.
The Financial Accounting Standards Board has issued
Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation", which provides
for an alternative measure of compensation cost based on the
fair value of the options granted. The fair value of an
option is based on the intrinsic value as well as the time
value of the option. See Note 8 for the additional
disclosures required by SFAS No. 123.
New Accounting Pronouncements
The Financial Accounting Standards Board (FASB) has issued
Financial Accounting Standards (SFAS) No. 130 "Reporting
Comprehensive Income". This statement requires an
enterprise to display total comprehensive income (total
nonowner changes in equity) in a full set of financial
statements. Currently the Company has no items to be
reported as "other comprehensive income".
F-11
PAGE
<PAGE>
UNITED HERITAGE CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
New Accounting Pronouncements - continued
In addition, FASB has issued SFAS No. 131 "Disclosures about
Segments of an Enterprise and Related Information". This
statement requires a "management approach" as opposed to an
industry approach in defining operations to be shown as
separate segments.
The Company must initially apply SFAS No. 130 and No. 131
for its fiscal year beginning April 1, 1998. The Company
anticipates no significant changes in financial statement
presentation as a result of implementing these new
accounting standards.
NOTE 2. NOTE RECEIVABLE
In February 1998 the Company foreclosed on its note receivable
from Madison Radio Group, Inc. At the date of the foreclosure
the Company recorded an impairment loss of $217,016. A
majority of the assets obtained in foreclosure were sold for
$1,000,000 less closing costs of $1,250. The Company received
$948,750 in cash and a short term receivable of $50,000. The
short term receivable has subsequently been collected.
At March 31, 1998 the Company retained an office building
which is recorded as "property held for sale". The office
building was subsequently sold for $30,000 resulting in no
additional gain or loss.
NOTE 3. OIL AND GAS PROPERTIES
In September 1995, the Company entered into an agreement to
acquire 100% of Apex Petroleum, L.L.C. (Apex) owner of certain
unproved oil and gas leases located in Edwards County, Texas.
The agreement was contingent on the Company having certain
testing and development performed and a valuation being
obtained which was acceptable to the Company. Apex is related
to the Company through members who are also shareholders of
the Company including Mr. Mize, who has a controlling interest
in Apex. Pursuant to the agreement, the Company has incurred
exploration costs necessary to obtain an evaluation of
reserves. Costs incurred have been capitalized as oil and gas
properties.
F-12
PAGE
<PAGE>
UNITED HERITAGE CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3. OIL AND GAS PROPERTIES - continued
A favorable valuation report was received and the transaction
was closed on February 11, 1997. The Company issued
77,500,000 shares of common stock to the members of Apex,
pursuant to the agreement and subsequent revision.
As of March 31, 1998, a determination cannot be made about the
extent of proved reserves for this project and no significant
oil or gas has been produced. Consequently, no amortization
has been computed on the acquisition and exploration costs.
The Company will begin to amortize these costs when evaluation
of the project is complete and production commences. All
costs capitalized as of March 31, 1998 were incurred to
acquire and evaluate the project.
As exploration and development progresses the capitalized
costs are periodically assessed for impairment. At March 31,
1998 no impairment has been required to be recorded. A small
amount of oil has been produced as a part of the testing and
development. The Company is currently putting equipment in
place to begin production.
NOTE 4. CONCENTRATIONS OF CREDIT RISK
Financial instruments which potentially subject the company to
concentrations of credit risk consist of cash equivalents, and
trade receivables. During the year ended March 31, 1998, the
Company maintained money market accounts with a bank which, at
times, exceeded federally insured limits. Cash equivalents
held in money market accounts at March 31, 1998 and 1997 were
$1,344,391 and $69,947, respectively.
Concentrations of credit risk with respect to trade
receivables consist principally of food industry customers
operating within the United States. Receivables from one
customer at March 31, 1998, and two customers at March 31,
1997 comprised approximately 76% and 77%, respectively, of the
trade receivable balance. No allowance for doubtful accounts
has been provided since recorded amounts are determined to be
fully collectible.
F-13
PAGE
<PAGE>
UNITED HERITAGE CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5. INVENTORY
Inventory consist of the following:
1998 1997
------- -------
Lite beef held for resale $26,847 $ 750
======= =======
NOTE 6. RELATED PARTY TRANSACTIONS
The Company has a $300,000 unsecured revolving line of credit,
bearing interest at 6%, from ALMAC Financial Corporation, a
corporation owned by Mr. Mize. At March 31, 1998, and 1997,
no amounts were outstanding under the line of credit.
Included in interest expense for the years ended March 31,
1998, 1997, and 1996, is $3,425, $-0- and $1,491,
respectively, for interest expense incurred under this
agreement. The weighted average interest rate under this
agreement was 8.5% for 1998 and 6% for 1996.
On September 29, 1995, Mr. Mize bought 2,500,000 shares of the
Company's common stock for $625,000 to provide working capital
for the Company.
On February 22, 1996, the Company granted stock options for
120,000 shares to Lavaca Mortgage Investors, Inc., a
corporation owned by Mr. Mize's brother. Options were
exercised on the grant date at $0.25 per share when the market
value was $.69 per share. Deferred consulting costs of
$52,500 were recorded as a reduction of shareholder's equity
and were expensed in 1997 as the services were rendered.
On June 28, 1996 Mr. Mize exercised stock options and bought
400,000 shares of the Company's common stock for $100,000.
On February 11, 1997, the Company acquired 100% of Apex
Petroleum, L.L.C. The Company issued 77,500,000 shares of
common stock to the members of Apex. Mr. Mize, President and
Chairman of the Board of the Company, has a controlling
interest in Apex.
F-14
PAGE
<PAGE>
UNITED HERITAGE CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7. BUSINESS SEGMENTS AND MAJOR CUSTOMERS
At March 31, 1998, 1997 and 1996 the Company operates in two
business segments, the sale of processed lite beef products
and oil and gas producing activities. During the years ended
March 31, 1998, 1997 and 1996 the Company has been initiating
oil and gas exploration and development. At March 31, 1998
and 1997 the Company has invested $24,771,766 and $24,293,613,
respectively, in oil and gas properties which are separately
identified on the balance sheets. No significant revenues or
expenses have been recognized from these activities. (See
Note 3) The components of the capitalized costs are as
follows:
1998 1997
----------- -----------
Acquisition $23,676,250 $23,676,250
Exploration 1,095,516 617,363
----------- -----------
$24,771,766 $24,293,613
=========== ===========
The Company recorded Lite Beef sales to the following major
customers for the years ended March 31:
<TABLE>
<CAPTION>
1998 1997 1996
------------------- ------------------- --------------------
Amount Percent Amount Percent Amount Percent
---------- ------- ---------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Customer A $2,018,937 69.5 $1,933,904 71 $ - -
Customer B 661,004 22.7 615,841 22 559,578 51
Customer C - - - - 119,846 11
Customer D - - - - 400,917 37
---------- ------- ---------- ------- ---------- -------
$2,679,941 92.2% $2,549,745 93% $1,080,341 99%
========== ======= ========== ======= ========== =======
</TABLE>
F-15
PAGE
<PAGE>
UNITED HERITAGE CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8. STOCK OPTION PLANS
Directors of the Company adopted the 1995 Stock Option Plan
effective September 11, 1995. This Plan set aside 2,000,000
shares of the authorized but unissued common stock of the
Company for issuance under the Plan. Options may be granted
to directors, officers, consultants, and/or employees of the
Company and/or its subsidiaries. Options granted under the
Plan must be exercised within five years after the date of
grant, but may be affected by the termination of employment.
<TABLE>
<CAPTION>
1998 1997 1996
--------------------- -------------------- ----------------------
Weighted Weighted Weighted
Average Average Average
Shares Exercise Shares Exercise Shares Exercise
Outstanding Price Outstanding Price Outstanding Price
----------- -------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Beginning of year 900,000 $ .25 1,872,000 $ .42 - $ -
Granted 100,000 .25 - - 2,027,000 .41
Exercised (90,000) .25 (647,000) .25 (120,000) .25
Forfeited - - (325,000) 1.28 (35,000) .25
Expired - - - - - -
----------- -------- ----------- -------- ----------- --------
End of year 910,000 $ .25 900,000 $ .25 1,872,000 $ .42
=========== ======== =========== ======== =========== ========
Exercisable 880,000 $ .25 870,000 $ .25 1,602,000 $ .25
=========== ======== =========== ======== =========== ========
Weighted average
fair value of
options granted: $ 0.11 $ - $ 0.20
=========== =========== ===========
</TABLE>
Stock options outstanding under the 1995 Plan are all
exercisable at $0.25 per share and weighted average remaining
contractual life is 2.77 years.
Directors of the Company adopted the 1996 Stock Option Plan
effective March 13, 1996. This Plan and its subsequent
amendment set aside 1,450,000 shares of the authorized but
unissued common stock of the Company for issuance under the
Plan. Options may be granted to directors, officers,
consultants, and/or employees of the company and/or its
subsidiaries. Options granted under the Plan must be
exercised over periods of 180 days to five years after the
date of grant, but may be affected by the termination of
employment.
F-16
PAGE
<PAGE>
UNITED HERITAGE CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8. STOCK OPTION PLANS - continued
The following schedule summarizes pertinent information with
regard to the 1996 Plan for the years ended March 31, 1998,
1997 and 1996:
<TABLE>
<CAPTION>
1998 1997 1996
--------------------- -------------------- ----------------------
Weighted Weighted Weighted
Average Average Average
Shares Exercise Shares Exercise Shares Exercise
Outstanding Price Outstanding Price Outstanding Price
----------- -------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Beginning of year 520,000 $ .82 500,000 $ .30 - $ -
Granted 112,500 .54 1,170,000 .70 500,000 .30
Exercised (107,500) 1.00 (50,000) .75 - -
Forfeited (120,000) 3.38 (500,000) .30 - -
Expired (100,000) .75 (600,000) 1.06 - -
----------- -------- ----------- -------- ----------- --------
End of year 305,000 $ .64 520,000 $ .82 500,000 $ .30
=========== ======== =========== ======== =========== ========
Exercisable 305,000 $ .64 520,000 $ .82 500,000 $ .30
=========== ======== =========== ======== =========== ========
Weighted average
fair value of
options granted: $ 0.51 $ 0.28 $ 0.00
=========== =========== ===========
</TABLE>
The following table summarizes information about the stock
options outstanding under the 1996 Plan at March 31, 1998:
Weighted
Average Weighted
Range of Number Remaining Average
Exercise of Shares Contractual Exercise
Prices at 3/31/98 Life Price
-------------- ---------- ----------- --------
$ .25 - $ .375 5,000 2.00 years $ .25
$1.25 - $1.875 225,000 .29 years 1.26
$2.00 - $3.00 50,000 .625 years 2.25
$3.25 25,000 1.00 years 3.25
----------
305,000
==========
F-17
PAGE
<PAGE>
UNITED HERITAGE CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8. STOCK OPTION PLANS - continued
During the years ended March 31, 1998, 1997 and 1996, the
Company recorded $57,544, $85,799 and $-0-, respectively, as
compensation expense for options granted under the two plans.
The fair value of each option grant is estimated on the date
of grant using a Black-Sholes option pricing model and the
following assumptions: a risk-free rate of return of 6.0%; an
expected life of 1.5 years; expected volatility of 116.8%; and
no expected dividends.
If the Company had elected to record compensation expense
using the fair value method prescribed by SFAS No. 123, the
compensation cost related to options would have been $57,544,
$85,799 and $82,705 for 1998, 1997 and 1996, respectively.
Pro forma net loss and loss per share would have been:
1998 1997 1996
---------- ---------- ----------
Pro forma net loss ($387,230) ($192,502) ($420,035)
Pro forma basic net loss per share ($ 0.00) ($ 0.00) ($ 0.03)
Pro forma diluted net loss per share ($ 0.00) ($ 0.00) ($ 0.03)
NOTE 9. STOCK WARRANTS
Directors of the Company entered into a stock warrant
agreement effective August 16, 1996. Pursuant to the agreement,
the Company issued 1,300,000 warrants to purchase common stock as
consideration for consulting services to be performed.
Warrants issued under the agreement must be exercised within
five years after the date of grant.
F-18
PAGE
<PAGE>
UNITED HERITAGE CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9. STOCK WARRANTS - continued
The following schedule summarizes pertinent information with
regard to the stock warrants for the years ended March 31,
1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
--------------------- --------------------
Weighted Weighted Weighted
Average Average Average
Shares Exercise Shares Exercise
Outstanding Price Outstanding Price
----------- -------- ----------- --------
<S> <C> <C> <C> <C>
Beginning of year 1,300,000 $ .94 - $ -
Granted - - 1,300,000 .94
Exercised - - - -
Forfeited - - - -
Expired - - - -
----------- -------- ----------- --------
End of year 1,300,000 $ .94 1,300,000 $ .94
=========== ======== =========== ========
Exercisable 1,300,000 $ .94 1,300,000 $ .94
=========== ======== =========== ========
Weighted average
fair value of
options granted: $ 0.07 $ 0.07
=========== ===========
</TABLE>
The following table summarizes information about the stock
warrants outstanding at March 31, 1998:
Weighted
Average Weighted
Range of Number Remaining Average
Exercise of Shares Contractual Exercise
Prices at 3/31/98 Life Price
------------- ---------- ----------- --------
$0.75 - $1.00 1,023,000 3.3 years $0.77
$1.25 - $1.75 231,500 3.3 years 1.45
$2.00 45,500 3.3 years 2.00
----------
1,300,000
==========
F-19
PAGE
<PAGE>
UNITED HERITAGE CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9. STOCK WARRANTS - continued
During the year ended March 31, 1997, the Company recorded
$26,924 as compensation expense for warrants issued under the
agreement.
The fair value of warrants issued is estimated on the date of
issue using a Black-Sholes pricing model and the following
assumptions: a risk-free rate of return of 6.0%; an expected
life of one to two years; expected volatility of 116.8%; and
no expected dividends.
The Company has also issued warrants to purchase 117,646
shares of its common stock in connection with a private
placement in December 1997. The Company sold 1,176,470 common
shares and warrants to purchase 117,646 additional shares at
$1.20 per share for $1,000,000. The warrants expire in
December 1999. The selling agent for the private placement
was paid a commission of $100,000 plus warrants to purchase
1,824,000 shares of common stock at exercise prices ranging
from $.75 to $2.00 per share. The warrants issued to the
selling agent expire in August 2001.
NOTE 10. INCOME TAXES
Deferred income tax assets and liabilities are computed
annually for differences between financial statement and tax
bases of assets and liabilities that will result in taxable or
deductible amounts in the future based on enacted tax laws and
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. Income tax expense is the
tax payable or refundable for the period plus or minus the
change during the period in deferred tax assets and
liabilities. At March 31, 1998, 1997, and 1996, there was no
current or deferred tax expense.
F-20
PAGE
<PAGE>
UNITED HERITAGE CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10. INCOME TAXES - continued
At March 31, the deferred tax asset and liability balances are
as follows:
1998 1997
---------- ----------
Deferred tax asset
Oil and gas properties $8,049,925 $8,049,925
Net operating loss 1,676,361 1,549,946
---------- ----------
9,726,286 9,599,871
Deferred tax liability - -
---------- ----------
Net deferred tax asset 9,726,286 9,599,871
Valuation allowance (9,726,286) (9,599,871)
---------- ----------
$ - $ -
========== ==========
The net change in the valuation allowance for 1998 and 1997 is
an increase of $126,415 and $8,114,453, respectively. The
deferred tax asset is due to the net operating loss carryover
and difference in the basis of oil and gas properties for tax
and financial reporting purposes.
The Company has a net operating loss carryover of
approximately $4,930,000 available to offset future income for
income tax reporting purposes which will ultimately expire in
2013 if not previously utilized.
NOTE 11. STOCK BONUS PLAN
The Company has a stock bonus plan which provides incentive
compensation for its directors, officers, and key employees.
The administration of the plan is done by the Company's stock
option committee. The Company has reserved 300,000 shares of
common stock for issuance under the plan. As of March 31,
1998, 278,000 shares had been issued in accordance with the
plan.
F-21
PAGE
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- ------------
21 Subsidiaries of the Company
23 Consents of Weaver & Tidwell, L.L.P.
24 Power of Attorney
27 Financial Data Schedule
EXHIBIT 21
SUBSIDIARIES OF UNITED HERITAGE CORPORATION
Subsidiary Jurisdiction
of Organization
- ------------------------------------ ---------------
National Heritage Sales Corporation Texas
Sovereign Communications Corporation Texas
UHC Petroleum Corporation Texas
UHC Petroleum Services Corporation Texas
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference to the
registration statement of United Heritage Corporation
on Form S-8 with the Securities and Exchange Commission
on November 15, 1993, September 14, 1995 and February
28, 1997, for the 1993 Stock Bonus Plan, 1995 and 1996
Stock Option Plans, respectively, of United Heritage
Corporation of our report dated April 24, 1998, on our
audits of the consolidated financial statements of
United Heritage Corporation as of March 31, 1998 and
1997, and for each of the three years in the period
ended March 31, 1998, which report is incorporated in
this Annual Report on Form 10-K of United Heritage
Corporation for the year ended March 31, 1998. We also
consent to the reference to our firm under the caption
"Experts."
WEAVER AND TIDWELL, L.L.P.
Fort Worth, Texas
June 2, 1998
EXHIBIT 24
SPECIAL POWER OF ATTORNEY
The undersigned hereby appoint Walter G. Mize and Harold L.
Gilliam, and each of them severally, as attorneys and agents for
the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with
the Securities and Exchange Commission the Annual Report on Form
10-K of United Heritage Corporation (the "Form 10-K") for the
fiscal year ended March 31, 1998, with said attorneys and agents
to have full power and authority to do and perform in the name of
and on behalf of the undersigned, every act whatsoever necessary
or advisable to be done in the premises as fully and to all
intents and purposes as the undersigned might or could do in
person, such power to extend to the execution of any amendment to
the Form 10-K.
Executed this 26th day of May, 1998.
/s/ Walter G. Mize
------------------
Walter G. Mize
/s/ C. Dean Boyd
----------------
C. Dean Boyd
/s/ Harold L. Gilliam
---------------------
Harold L. Gilliam
/s/ Joe Martin
--------------
Joe Martin
/s/ Theresa D. Turner
---------------------
Theresa D. Turner
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> MAR-31-1998
<CASH> 1,390,416
<SECURITIES> 0
<RECEIVABLES> 95,202
<ALLOWANCES> 0
<INVENTORY> 28,847
<CURRENT-ASSETS> 1,602,431
<PP&E> 92,495
<DEPRECIATION> 61,192
<TOTAL-ASSETS> 26,435,500
<CURRENT-LIABILITIES> 67,276
<BONDS> 0
0
0
<COMMON> 97,395
<OTHER-SE> 26,270,829
<TOTAL-LIABILITY-AND-EQUITY> 26,435,500
<SALES> 2,933,610
<TOTAL-REVENUES> 2,939,643
<CGS> 2,439,252
<TOTAL-COSTS> 2,576,232
<OTHER-EXPENSES> 530,200
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,425
<INCOME-PRETAX> (172,822)
<INCOME-TAX> 0
<INCOME-CONTINUING> (172,822)
<DISCONTINUED> 0
<EXTRAORDINARY> (217,106)
<CHANGES> 0
<NET-INCOME> (387,230)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
