<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Mark One
[ X ] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period ended
September 30, 2000; or
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period from
________________ to ___________________.
Commission File No. 0-9997
United Heritage Corporation
--------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Utah 87-0372826
--------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2 NORTH CADDO STREET, CLEBURNE, TEXAS
--------------------------------------------------------------------------------
76031 (Address of principal
executive offices)
(817) 641-3681
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
No Change
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year
if changed since last report)
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 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 ______
The number of shares of common stock, $0.001 par value, outstanding
at November 2, 2000, was 10,152,835 shares.
<PAGE>
Page 1
UNITED HERITAGE CORPORATION
INDEX
<TABLE>
<S> <C>
Part I - Financial Information Page Number
Item 1 - Financial Statements (unaudited)
Consolidated Condensed Balance Sheets
at September 30, 2000 and March 31, 2000 2
Consolidated Condensed Statements of Income
for the Three Months and Six Months ended
September 30, 2000 and September 30, 1999 4
Consolidated Condensed Statements of Cash
Flows for the Six Months ended September 30,
2000 and September 30, 1999 5
Notes to Consolidated Condensed Financial
Statements 6
Item 2 - Management's Discussion and Analysis
of Financial Condition and Results of Operations 10
Item 3 - Quantitative and Qualitative Disclosures About
Market Risk 13
Forward-Looking Statements 14
Part II - Other Information
Item 1 - Legal Proceedings 15
Item 2 - Changes in Securities 15
Item 3 - Defaults upon Senior Securities 15
Item 4 - Submission of Matters to a Vote
of Security Holders 15
Item 5 - Other Information 16
Item 6 - Exhibits and Reports on Form 8-K 16
Signatures 17
</TABLE>
<PAGE>
Page 2
UNITED HERITAGE CORPORATION
Part I, Item 1. Financial Statements
UNITED HERITAGE CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, 2000 March 31, 2000
----------------------- ---------------------
UNAUDITED
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $38,713 $116,421
Accounts receivable - trade 350,820 65,206
Inventory 356,794 67,297
Other current assets 154,008 67,373
----------------------- ---------------------
Total Current Assets 900,335 316,297
----------------------- ---------------------
PROPERTY AND EQUIPMENT, at cost 239,282 168,756
Less accumulated depreciation (106,351) (90,161)
----------------------- ---------------------
Net Property and Equipment 132,931 78,595
----------------------- ---------------------
OIL AND GAS PROPERTIES 28,651,963 27,707,069
Less accumulated depletion (9,948) (7,290)
----------------------- ---------------------
Net Oil and Gas Properties 28,642,015 27,699,779
----------------------- ---------------------
TOTAL ASSETS $29,675,281 $28,094,671
======================= =====================
</TABLE>
<PAGE>
Page 3
UNITED HERITAGE CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS - CONTINUED
<TABLE>
<CAPTION>
September 30, March 31,
2000 2000
--------------------- --------------------
UNAUDITED
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $161,777 $150,457
Notes payable 1,772,500 --
--------------------- --------------------
Total Current Liabilities 1,934,277 150,457
--------------------- --------------------
SHAREHOLDERS' EQUITY
Common stock, $0.001 par value;
125,000,000 shares authorized;
shares issued and outstanding:
10,152,835 shares at September 30, 2000 10,153 --
10,111,543 shares at March 31, 2000 -- 10,112
Additional paid-in capital 35,215,999 35,216,040
Accumulated deficit (7,250,086) (6,966,138)
Deferred compensation and consulting (235,062) (315,800)
--------------------- --------------------
Total Shareholders' Equity 27,741,004 27,944,214
--------------------- --------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $29,675,281 $28,094,671
===================== ====================
</TABLE>
See notes to consolidated condensed financial statements
<PAGE>
Page 4
UNITED HERITAGE CORPORATION
CONSOLIDATED CONDENSED STATEMENT OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
September 30 September 30
2000 1999 2000 1999
-------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C>
REVENUES
Processed meat products $654,627 $1,045,948 $907,091 $2,309,024
Oil Sales 33,491 25,697 48,308 39,767
-------------- --------------- -------------- ---------------
TOTAL REVENUE 688,118 1,071,645 955,399 2,348,791
-------------- --------------- -------------- ---------------
COSTS AND EXPENSES
Processed meat products 452,942 882,908 691,727 1,883,118
Oil production and operating costs 15,887 19,503 29,240 23,121
Depreciation and depletion 10,521 6,188 18,848 11,304
Selling 57,632 37,505 119,499 60,202
General and administrative 159,440 96,652 344,247 185,017
-------------- --------------- -------------- ---------------
TOTAL COSTS AND EXPENSES 696,422 1,042,756 1,203,561 2,162,762
-------------- --------------- -------------- ---------------
INCOME (LOSS) from Operations (8,304) 28,889 (248,162) 186,029
OTHER INCOME (EXPENSE)
Interest income 5,640 4,147 8,279 8,179
Interest expense (32,737) (44,062)
-------------- --------------- -------------- ---------------
NET INCOME (LOSS) $(35,401) $33,036 $(283,945) $194,208
============== =============== ============== ===============
Net Income (Loss) per Common Share $(0.00) $0.00 $(0.03) $0.02
============== =============== ============== ===============
Weighted average number of common shares 10,152,835 9,946,559 10,150,863 9,854,493
============== =============== ============== ===============
</TABLE>
See notes to consolidated condensed financial statements
<PAGE>
Page 5
UNITED HERITAGE CORPORATION
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
September 30, 2000 September 30, 1999
----------------------- -----------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) ($283,945) $194,208
Adjustments to reconcile net income (loss)
to net cash (used in) provided by operating activities:
Depreciation and depletion 18,848 11,306
Deferred compensation and consulting 80,738 3,688
Changes in assets and liabilities:
In accounts receivable (285,614) (185,643)
In inventory (289,497) 27,562
In other current assets (86,630) (25,084)
In accounts payable and accrued expenses 11,320 23,295
----------------------- -----------------------
Net Cash (used in) provided by operating activities (834,780) 49,332
----------------------- -----------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to oil and gas properties (944,894) (305,560)
Additions to property and equipment (70,534) (34,439)
----------------------- -----------------------
Net Cash used in investing activities (1,015,428) (339,999)
----------------------- -----------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowing 1,772,500 --
----------------------- -----------------------
Net Cash provided by financing activities 1,772,500 --
----------------------- -----------------------
Decrease in cash and cash equivalents (77,708) (290,667)
Cash and cash equivalents at beginning of period 116,421 440,805
----------------------- -----------------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $38,713 $150,138
======================= =======================
</TABLE>
See notes to consolidated condensed financial statements
<PAGE>
Page 6
UNITED HERITAGE CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the six-month period ended September 30, 2000
are not necessarily indicative of the results that may be expected for the
year ending March 31, 2001. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended March 31, 2000.
NOTE 2 - INVENTORY
Inventory consists of the following:
<TABLE>
<CAPTION>
September 30, 2000 March 31, 2000
---------------------- ---------------------
<S> <C> <C>
Lite Beef $329,327 $ 35,912
Oil in Tanks 27,467 31,385
---------------------- ---------------------
$356,794 $ 67,297
====================== =====================
</TABLE>
NOTE 3 - OIL AND GAS PROPERTIES
The Company participates in oil and gas exploration activities in
Texas and New Mexico.
Capitalized costs related to oil and gas producing activities and
related accumulated depletion, depreciation and amortization are as follows:
<TABLE>
<CAPTION>
September 30, 2000 March 31, 2000
---------------------- ---------------------
<S> <C> <C>
Capitalized costs of oil and gas properties:
Proved $ 26,603,234 $ 26,484,381
Unproved 2,048,729 1,222,688
---------------------- ---------------------
28,651,963 27,707,069
Less accumulated depletion, depreciation,
and amortization 9,948 7,290
---------------------- ---------------------
$ 28,642,015 $ 27,699,779
====================== =====================
</TABLE>
<PAGE>
Page 7
UNITED HERITAGE CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED) (CONTINUED)
NOTE 3 - OIL AND GAS PROPERTIES (CONTINUED)
Proved Reserves
<TABLE>
<CAPTION>
Oil (Bbls) Gas (Mcf)
-------------------- ---------------------
<S> <C> <C>
March 31, 2000 22,465,635
Extensions, additions and discoveries -- --
Less production for period (2,195) --
-------------------- ---------------------
September 30, 2000 22,463,440 --
==================== =====================
Proved Developed Reserves
September 30, 2000 910,471 --
==================== =====================
Standardized Measure of Discounted Future
Net Cash Flows Relating to Proved Reserves
Future cash inflows $499,411,000
Future costs:
Production (141,028,000)
Development (5,138,000)
---------------------
Future net cash flows before income tax 353,245,000
Future income tax (117,523,000)
---------------------
Future net cash flows 235,722,000
10% annual discount (71,060,000)
---------------------
Standardized measure $164,662,000
=====================
</TABLE>
NOTE 4 - NOTE RECEIVABLE
During May 2000, the Company advanced $370,074 to CVR, Inc. under a
loan agreement with a one-year term. The loan was secured by a first lien on
a refrigerated warehouse plus interest at 12% or 3% over prime, whichever is
greater. In June 2000, Almac Financial Corporation (Almac), a company
controlled by Walter G. Mize, purchased 50% of the note receivable, reducing
the Company's portion to $185,074. In September 2000, Almac purchased the
remaining balance of the note receivable.
<PAGE>
Page 8
UNITED HERITAGE CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED) (CONTINUED)
NOTE 5 - CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist of cash and cash equivalents and trade
receivables. During the year ended March 31, 2000, and the six months ended
September 30, 2000, the Company maintained money market accounts with a bank
which, at times, exceeded federally insured limits.
Concentrations of credit risk with respect to trade receivables
consist principally of food industry customers operating in the United
States. Receivables from one customer at September 30, 2000 comprised
approximately 51% of the trade receivables balance. No allowance for doubtful
accounts has been provided, because the recorded amounts were determined to
be fully collectible.
NOTE 6 - NOTE PAYABLE
The note payable represents amounts drawn under a $2,000,000
revolving credit facility with a financial institution. The credit line
matures on April 25, 2001, and bears interest at one percent above the Wall
Street Journal prime rate. The Company's largest shareholder provided
collateral for this loan.
NOTE 7 - NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) per share of common stock is based on the
weighted average number of shares outstanding during the periods ended
September 30, 2000, and September 30, 1999, after adjustment for the reverse
stock split (See Note 10).
NOTE 8 - INCOME TAXES
As of March 31, 2000, the Company had net operating loss carryovers
of approximately $4,781,000 available to offset future income for income tax
reporting purposes, which will ultimately expire in 2018, if not previously
utilized.
NOTE 9 - ESTIMATES
The preparation of interim financial statements as of September 30,
2000, in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, disclosure of contingent assets and liabilities,
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
<PAGE>
Page 9
UNITED HERITAGE CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED) (CONTINUED)
NOTE 10 - REVERSE COMMON STOCK SPLIT
On November 1, 1999, the Company effected a one-for-ten reverse
common stock split as had been previously approved by the shareholders. The
data shown for prior periods relating to common shares has been retroactively
adjusted to reflect the reverse stock split. Also, the Company's
Shareholders' Equity accounts have been retroactively adjusted. There was no
effect on total Shareholders' Equity as a result of the reverse stock split.
NOTE 11 - RECLASSIFICATIONS
Certain amounts reported for prior periods have been reclassified
to conform to the presentation for current reporting periods.
<PAGE>
Page 10
UNITED HERITAGE CORPORATION
Part I, Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
MEAT PRODUCTS
During the previous quarter, the Company began marketing our new
line of Heritage LIFESTYLE Products-TM-. The change in our product line
resulted in lower sales, which were expected, and increased costs. Management
believes the new line will meet with good customer acceptance. The Company
has placed its primary emphasis on the new product line, Heritage LIFESTYLE
Products-TM-, which consists of the products described below. The Company
also continues to offer its fresh beef product line, Heritage LIFESTYLE Lite
Beef-Registered Trademark-.
Heritage LIFESTYLE offers a wide variety of prepackaged fully
seasoned products with full-bodied flavor to please the most discerning
tastes. The products are sold from the self-service meat counter in
supermarkets. The products are:
Lite Beef - 50% Less Fat & 1/3 Fewer Calories. Our flagship product,
Heritage LIFESTYLE Lite Beef-Registered Trademark- is "Beef the way
it should be!"-Registered Trademark- This trademarked line of beef
is specifically bred to be lean and rich in great beef taste. The
Company believes Heritage LIFESTYLE Lite Beef-Registered Trademark-
will be a preferred beef for individuals wanting less fat, fewer
calories, quicker cooking times and no compromise in flavor!
USDA Choice Beef - Heritage LIFESTYLE Choice Beef-TM- is for the
discriminating beef connoisseur. Hand selected for its superior
quality, Heritage Choice is designed to impress beef lovers with its
premium flavor, tenderness and well marbled cuts.
Chicken - Heritage LIFESTYLE Chicken-TM- is intended to be a gourmet,
low fat, high flavor choice for many recipes. Two boneless, skinless
breast selections are pre-seasoned for full bodied flavor....SANTA FE
BRAnd GRILL, in southwestern style; and FOUR SEASONS for everyday
recipes. Oriental marinated thigh meat... CHIna WOK STIR FRY is perfect
for a quick and easy saute.
Pork - Heritage LIFESTYLE Pork-TM- contains marinated cuts that are
rich in flavor and ready for the grill, skillet or oven. CHOP HOUSE
SPECIAL PORK packs thick boneless chops with five-star restaurant
taste. Our BLUE RIBBON PORK ROAST is a signature fresh ham - oven or
smoker ready and seasoned to perfection. HUNAN BRAND PORK STIR FRY
turns any skillet into a tasty walk around China Town.
OIL AND GAS
United Heritage Corporation has announced a five-well infill
drilling program. This program will consist of up to five (5) wells and will
be located in the northwest portion of the Cato Unit in Chaves County, New
Mexico. The wells will be drilled on 20-acre spacing.
<PAGE>
Page 11
The decision to implement this drilling program came as a result of
a thorough geological/engineering review of approximately 62 well files of
bores located in four sections, approximately 2,560 acres, of the 15,321.83
acre Cato Unit. These existing well bores were drilled on 40-acre spacing.
The infill wells will offset, or be in between, the existing well bores.
The geological/engineering review included the study of the
existing "Original Oil in Place" report prepared by Pecos Petroleum
Engineering Inc.; subsurface mapping of the three pay sections of the San
Andreas zone; the cumulative production of oil and gas; and an estimate of
remaining oil and gas reserves. The purpose of the review was to determine
the feasibility of drilling infill wells on 20 acre spacing within the Cato
Unit. The Cato Unit has 197 existing well bores on 40 acre spacing.
The review was led by Tobin D. Andrews, Petroleum Geologist and
manager of Oil and Gas Operations for United Heritage Corporation's wholly
owned subsidiaries involved in oil and gas development and production. He was
assisted by outside consulting Petroleum Engineers and Geologists. Andrews
stated, "In this review, we concluded that a substantial amount of
recoverable reserves remain in place largely due to the original wells being
drilled on 40-acre spacing. We believe, as other colleagues do, that
effective drainage of the reserves in this San Andreas dolomite cannot be
accomplished with wells on 40-acre spacing, therefore, we have identified
new drilling locations on 20-acre spacing based not only on this fact, but
also reservoir property information obtained from well logs, core data, and
other available information."
Additionally, United Heritage Corporation intends to attempt a
recompletion on six (6) wells in the Cato Unit. A research of well records,
including well history, well logs, and completion reports, was conducted in
an effort to identify possible existing San Andres pay zones within each
wellbore that have not been produced. Since the three (3) producing zones
(P1, P2, P3) are most prominent in the northwest portion of the Unit, this
area was chosen for the initial phase of research. Six (6) wellbores have
been identified in the area with existing pay zones that, according to
records, have not been perforated, tested, or produced. These wellbores
include Well Nos. 35, 36, 37, 38, 66, and 103.
MATERIAL CHANGES IN RESULTS OF OPERATIONS
MEAT PRODUCTS. Revenues for the Company's meat products were
$654,627 and $907,091 for the quarter and six-months periods ended September
30, 2000, respectively. Sales levels have declined from prior year periods
due primarily to a lower volume of meat sold to the Company's largest
customer. This customer and others ordered reduced quantities while awaiting
the introduction of the Company's new product, as discussed above. We are
optimistic that this decrease is only temporary.
Total revenue for sales of meat products for the prior year quarter
and six months were $1,045,948 and $2,309,024, respectively. Gross profit
from meat products was $215,364 for the six-month period ended September 30,
2000, as compared with $425,906 gross profit for the same
<PAGE>
Page 12
MATERIAL CHANGES IN RESULTS OF OPERATIONS (continued)
period last year. The cost of meat products as a percentage of sales was 76%
for the six months ended September 30, 2000, as compared to 81.6% for the six
months ended September 30, 1999. The decrease in the cost of meat products
over the same period last year is due primarily to the lower costs of
preseasoned and marinated meat products instead of beef purchased by the
head. The Heritage Lifestyle Products-TM- line, including pork and chicken,
was introduced August 2, 2000.
The Company presently sells Heritage LIFESTYLE Products-TM- in
approximately 700 stores of two major supermarket's California and Nevada
divisions. While the Company is urging these customers to offer the Company's
meat products in some or all of their approximately 2,450 additional stores
in other areas, there can be no assurance that these efforts will succeed.
Also, the Company sells Heritage LIFESTYLE Products-TM- to 48 stores of an 80
store regional chain located in the Dallas/Fort Worth metroplex.
OIL AND GAS. Revenues from the sale of oil were $33,491 and $48,308
for the quarter and six months ended September 30, 2000, respectively. Oil
revenues for the prior year's quarter and six-month periods were $25,697 and
$39,767, respectively. Revenues have increased for the current year due to
higher prices. Production costs were $29,240 and $23,121 for the six months
ended September 30, 2000 and 1999, respectively. Oil revenues are expected to
increase in future periods, as more Company properties are placed in
production. The costs of additional development and drilling, including the
five-well drilling program mentioned above, will be capitalized under the
full cost method of accounting.
GENERAL. Selling expenses of $57,632 and $119,499 for the current
quarter and six months have increased from the prior year amounts of $37,505
and $60,202, respectively. This increase results mainly from introduction of
new meat product lines. Selling expenses include the outside sales costs and
additional demonstration costs of new product line. General and
administrative costs have increased to $159,440 for the quarter and $344,247
for the six months, respectively. This is a result of increased consulting
and public relations costs.
On a consolidated basis, the Company had a net loss for the current
six-month period of ($283,945). The comparable result for the prior fiscal
year was a net income of $194,208. The primary reason for the change from
1999 to 2000 was a decrease in Company meat sales, increased selling
expenses, and increased general and administrative costs, most of which were
related to the introduction of the new product line.
<PAGE>
Page 13
MATERIAL CHANGES IN FINANCIAL POSITION
The Company's equity capital has shown a decrease of $203,210 since
March 31, 2000, the previous fiscal year-end. This decrease is primarily the
result of the net loss of $283,945 for the six-month period.
The working capital of the Company was a $1,033,942 deficit for the
period ended September 30, 2000, a decrease from the working capital of
$165,840 reported at March 31, 2000. Current assets increased $584,038 during
the current period due to accounts receivable, inventory, and other current
asset increases. Current liabilities increased $1,783,820 primarily due to
the advances under a credit line, resulting in a decrease in the overall
working capital position of $1,199,782 during the six months ended September
30, 2000.
The total assets of the Company were $29,675,281 for the period
ended September 30, 2000, which is $1,580,610 greater than total assets at
the previous year-end. This increase in total assets is primarily due to
receivable and inventory increases related to meat products and the
capitalization of oil and gas development costs on the Company's oil and gas
properties.
The Company's operating activities used $834,785 in cash flow for
the six months ended September 30, 2000, as compared to providing $49,332 of
cash flow during the six months ended September 30, 1999. Investing
activities used $1,015,428 of cash during the six months ended September 30,
2000, due primarily to additions to the oil and gas properties. Investing
activities used cash of $339,999 for the six months ended September 30, 1999,
also due to additions to oil and gas properties. Advances under a credit
facility provided $1,772,500 during the period under financing activities.
At the end of the quarter, the Company had $38,713 of cash and cash
equivalents compared with $150,138 a year ago. The Company believes that this
decrease in cash and cash equivalents is temporary and will improve when the
new product line, Heritage LIFESTYLE Products-TM-, is complete and oil
production increases.
Part I, Item 3 - Quantitative and Qualitative Disclosures About Market Risk
Pursuant to the Instructions to Item 305(e) of Regulation S-K, no
disclosure is required.
<PAGE>
Page 14
FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements. Examples
of these statements include estimates of oil and gas reserves and the
potential for increased sales of beef products and increased oil and gas
production. Others may exist as well.
There can be no assurance that any forward-looking statements will
occur or that they will occur as anticipated. For additional information, see
the Company's Annual Report on Form 10-K for the year ended March 31, 2000.
<PAGE>
Page 15
UNITED HERITAGE CORPORATION
Part II - Other Information
Item 1. Legal Proceedings
The Company and its subsidiaries are not a party to
any material legal proceedings.
Item 2. Change in Securities
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of stockholders of the Company was
held on September 7, 2000. The stockholders voted on the
following matters: (1) electing the directors of the Company
to serve for the ensuing year; (2) ratifying the 2000 Stock
Option Plan; (3) approving the appointment of Weaver and
Tidwell, L.L.P., as the independent auditors of the Company
for the fiscal year ending March 31, 2001; (4) approving
other business issues of the Company.
The results of the voting for the election of
directors were as follows:
<TABLE>
<CAPTION>
Name of nominee For Withheld
--------------------------------------------------------------
<S> <C> <C>
Walter G. Mize 9,540,374 25,162
Harold L. Gilliam 9,543,281 22,255
Joe Martin 9,543,279 22,257
C. Dean Boyd 9,542,181 23,355
Theresa D. Turner 9,543,231 22,305
</TABLE>
The results of the voting for ratifying the 2000 Stock
Option Plan, adopted by the Board on July 14, 2000, were as
follows:
<TABLE>
<CAPTION>
For Against Abstain
-------------------------------------------------------------
<S> <C> <C>
9,291,128 119,968 154,440
</TABLE>
<PAGE>
Page 16
Part II - Other Information
Item 4. (continued)
The results of the voting for approving the
appointment of Weaver & Tidwell, L.L.P., or such other firm
appointed by the Board of Directors prior to the meeting, as
the independent auditors of the Company for the fiscal year
ending March 31, 2001, were as follows:
<TABLE>
<CAPTION>
For Against Abstain
-------------------------------------------------------------
<S> <C> <C>
9,508,966 54,539 2,031
</TABLE>
The results of the voting for approval of other
business of the Company were as follows:
<TABLE>
<CAPTION>
For Against Abstain
-------------------------------------------------------------
<S> <C> <C>
9,487,303 63,544 14,689
</TABLE>
All proposals were approved by the vote of the shareholders.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
27 Financial Data Schedule
(b) Reports on Form 8-K
None
<PAGE>
Page 17
UNITED HERITAGE CORPORATION
SIGNATURES
Pursuant to the requirements 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
By: /s/ Walter G. Mize
---------------------------------
Date: November 13, 2000 Walter G. Mize, President and
Chief Executive Officer
By: /s/ Harold L. Gilliam
---------------------------------
Date: November 13, 2000 Harold L. Gilliam, Chief
Financial Officer and
Secretary
<PAGE>
Page 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
<S> <C>
27 Financial Data Schedule
</TABLE>
