SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


(Mark One)

 [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2004

                                       OR

 [ ]   TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE EXCHANGE ACT OF 1934

          From the transition period from ___________ to ____________.

                        Commission File Number 333-106955

                            HERITAGE MANAGEMENT, INC.
        (Exact name of small business issuer as specified in its charter)

          Nevada                                               75-2877108
-------------------------------                            --------------------
(State or other jurisdiction of                            (IRS Employer
 incorporation or organization)                             Identification No.)



                     5031 Gordon Smith, Rowlett, Texas 75088
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (972) 771-3863
                            -------------------------
                           (Issuer's telephone number)

                 1529 East I-30, Suite 104, Garland, Texas 75043
    -------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
    report)

         Indicate  by check mark  whether the  registrant  (1) filed all reports
required to be filed by Section 13 or 15(d) of the  Exchange Act during the past
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days:

                                 Yes [X] No [ ]

As of March 31, 2004 there were  3,350,000  shares of Common Stock of the issuer
outstanding.


<PAGE>



TABLE OF CONTENTS

                          PART I FINANCIAL STATEMENTS



Item 1     Financial Statements                                             2

Item 2     Management's Discussion and Analysis or Plan of Operation        7

                           PART II OTHER INFORMATION

Item 1     Legal Proceedings                                                7
Item 2     Changes in Securities                                            7
Item 3     Default upon Senior Securities                                   7
Item 4     Submission of Matters to a Vote of Security Holders              7
Item 5     Other Information                                                7
Item 6     Exhibits and Reports on Form 8-K                                 7





<PAGE>


                            HERITAGE MANAGEMENT, INC.
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2004
                                   (UNAUDITED)


                                     ASSETS


Current assets
  Notes receivable                                                  $     18,636
  Advances                                                                31,935
                                                                    ------------
    Total current assets                                                  50,571

Property and equipment, net                                               25,077

Other assets
  Mortgage receivable                                                     14,000
                                                                    ------------
                                                                    $     89,648

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Accounts payable and accrued expenses                             $      6,812
  Advances - affiliate                                                    10,598
  Current portion - long term debt                                         3,137
                                                                    ------------
    Total current liabilities                                             20,547
                                                                    ------------

Long term debt                                                             3,137
                                                                    ------------
Total liabilities                                                         30,803
                                                                    ------------


STOCKHOLDERS' DEFICIT:
Common stock, $.001 par value, 50,000,000 shares
  authorized, 8,442,714 shares issued and outstanding                      3,350
Additional paid in capital
                                                                          46,650
Retained earnings                                                          8,845
                                                                    ------------
  Total Stockholders' Equity                                              58,845
                                                                    ------------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $     89,648
                                                                    ============








<PAGE>

<TABLE>

<CAPTION>


                            HERITAGE MANAGEMENT, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)


                                                        Three Months Ended    Three Months Ended
                                                             March 31,             March 31,
                                                        ------------------    ------------------
                                                              2004                  2003
                                                        ------------------    ------------------
<S>                                                     <C>                   <C>

Revenue                                                 $         11,436      $         51,588

Operating expenses:
  Depreciation                                                     1,837                   293
  Other general and administrative                                13,968                24,481
                                                        ----------------      ----------------
                                                                  15,805                24,774
                                                        ----------------      ----------------

Net income (loss)                                       $         (4,369)     $         26,814
                                                        ================      ================


Net loss per share:
  Basic and diluted                                      $         (0.00)     $           0.01
                                                         ===============      ================

Weighted average shares outstanding:
  Basic and diluted                                            3,350,000             3,350,000
                                                        ================      ================
</TABLE>






<PAGE>

<TABLE>

<CAPTION>

                            HERITAGE MANAGEMENT, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)

                                                                2004                 2003
                                                           ---------------     ----------------
<S>                                                        <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                   $        (4,369)    $        26,814
Adjustments to reconcile net deficit to cash used
  by operating activities:
    Depreciation and amortization                                    1,837                 293

Net change in:
  Trading securities                                                 2,699               4,543
  Current assets                                                       848              (3,250)
                                                           ---------------     ----------------

CASH FLOWS USED IN OPERATING ACTIVITIES                              1,015             (28,400)
                                                           ---------------     ---------------

CASH FLOWS FROM INVESTING ACTIVITIES                                     -                   -

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds (payments) on long term debt                             (1,015)                  -
                                                           ----------------    ---------------


CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                         (1,015)                  -
                                                           ----------------    ---------------

NET INCREASE IN CASH                                                     -              28,400)
  Cash, beg. of period                                                   -             (11,415)
                                                           ----------------    ---------------
  Cash, end of period                                      $             -     $        16,985
                                                           ================    ===============



SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid                                            $           930     $             -
  Income taxes paid                                        $             -     $             -

</TABLE>






<PAGE>







                            HERITAGE MANAGEMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1:  Presentation

The balance  sheet of the Company as of March 31,  2004,  the related  condensed
statements of operations  for the three months ended March 31, 2004 and 2003 and
the  statements of cash flows for the three months ended March 31, 2004 and 2003
included in the financial  statements  have been prepared by the Company without
audit.  In the opinion of  management,  the  accompanying  financial  statements
include all adjustments (consisting of normal,  recurring adjustments) necessary
to summarize fairly the Company's  financial position and results of operations.
The  results of  operations  for the three  months  ended March 31, 2004 are not
necessarily  indicative  of the results of  operations  for the full year or any
other interim  period.  The  information  included in this Form 10-QSB should be
read in  conjunction  with  Management's  Discussion  and Analysis and Financial
Statements  and notes thereto  included in the Company's  December 31, 2003 Form
10-K.

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

THIS REPORT CONTAINS  FORWARD LOOKING  STATEMENTS  WITHIN THE MEANING OF SECTION
27A OF THE  SECURITIES ACT OF 1933, AS AMENDED AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934,  AS AMENDED.  THE  COMPANY'S  ACTUAL  RESULTS COULD DIFFER
MATERIALLY FROM THOSE SET FORTH ON THE FORWARD LOOKING STATEMENTS AS A RESULT OF
THE RISKS SET FORTH IN THE COMPANY'S  FILINGS WITH THE  SECURITIES  AND EXCHANGE
COMMISSION,  GENERAL ECONOMIC CONDITIONS, AND CHANGES IN THE ASSUMPTIONS USED IN
MAKING SUCH FORWARD LOOKING STATEMENTS.

General


We were  incorporated  in Nevada June 12, 2000 under the name of Fresh  Air.com,
Inc. and subsequently  changed our name to Heritage  Management,  Inc. We are an
independent  mortgage  banking  company that is in the  business of  soliciting,
processing and brokering the funding for  residential  mortgage  loans.  We have
five salesmen who work for us on a subcontract  basis who solicit  mortgage loan
applications  through  personal  contact with  realtors,  real estate  marketing
entities and other organizations they may belong to.

Our business practices are detailed as follows:

Soliciting  loans - we solicit  residential  mortgage  loans  through a referral
network we have established with local real estate agents, and through any other
method  of  marketing  we may be able to  generate  loan  applications,  such as
membership in  professional  organizations  or other clubs where contacts can be
made.  Through  these  relationships,  real estate agents or others will refer a
home buyer to us at which time we will  process  and submit the loan to a funder
for  approval.  Up to this point in time,  all loans are through  this  referral
network.

Processing  loans - Our primary  goal in this process is to  accumulate  all the
information  from the borrower that will make the  underwriting  decision by the
funder as smooth and easy as possible. This includes accumulating credit scores,
income and  stability of income,  liquid  assets and net worth and the value and
the  condition of the  property  securing the loan.  Whenever  possible,  we use
"artificial intelligence" underwriting systems to determine whether a particular
loan meets a funder's  standards and expectations.  Once all this information is
accumulated, the loan will be submitted for approval.
Brokering  loans - We have twenty (20) private  investors that fund the loans we
process.  These  investors are mostly  institutions  that are in the business of
funding  and/or  buying loans.  These  investors  advertise at mortgage  banking
conventions  and in  trade  magazines,  which  is where  we  learned  about  and
contacted  them,  and are available to any mortgage  broker or mortgage  company
that  qualifies  with them.  We currently  believe we have  sufficient  investor
sources to accommodate  current and projected loan volume.  Consequently,  we do
not retain any credit or interest rate or portfolio  risk. We charge a fee which
the home buyer pays at closing; these fees represent our revenue.

We offer a broad and  competitive  range of residential  mortgage  products that
seek to meet  the  needs of all  borrowers,  both  high and low  credit-quality,
through a variety of loan  products.  Our  product  line  includes  Fannie  Mae-
eligible loans,  jumbo loans,  adjustable  rate  mortgages,  FHA-insured and VA-
guaranteed loans,  alternate "A" loans,  non-prime loans, home equity and second
mortgage  loans.  Our network of loan buyers  allows us to identify a loan buyer
who will purchase  loans with  specific  features and to select a buyer who will


<PAGE>

accept the lowest yield for loans with those features.  As a result, we are able
to offer a wide range of  products we believe are well priced and that have many
different features to suit a customer's needs.

We place  particular  emphasis on marketing our loan products to home buyers but
despite  our  emphasis  on the home buyer  market,  we are able to benefit  from
expansions in refinancing  activity.  Currently,  we concentrate  our marketing,
advertising  and personnel  resources on the home buyer mortgage  market and are
employing  standard  mortgage  industry  technology  to increase  our  operating
efficiency  and  mortgage  closure  rate.  This  technology  is sold at mortgage
bankers  conventions,  is standard to the mortgage  industry and is available to
all mortgage companies.

Method of distribution of products and services.

We currently have five  salespersons  working for us on a subcontract  basis. In
order to provide for their living while they develop  business,  we provide them
with a draw for three  months  and then they are paid on a  straight  commission
basis. When a salesperson  starts with us, it usually takes sixty to ninety days
before  they  will  start  receiving  commission  based on  business  they  have
generated  because that is how long it usually  takes for the loan process to go
from the time of application to the time of funding.  When the loan is closed or
funded,  is when we get paid our fees for the loan  origination  and processing.
When we raise funds in this offering,  we will be able to increase the number of
salespersons  out  soliciting  business for us and thereby grow our company.  We
have paid  commission  to  salespersons  for loans closed as is reflected in our
financials statements included in this registration statement.

The proceeds from this offering will allow us to do the following:
* Place more emphasis on marketing to generate additional business while further
streamlining  our  operations  by purchasing  software  specific to the mortgage
processing  industry.  The purchase of the software  will allow us to handle the
additional   sales  through   increased   efficiency,   without  much  increased
infrastructure.
* Allow us to develop a website  that will be almost  fully  automated  for home
buyers or refinancing  with a high credit rating.  This website will allow us to
process  loans for high credit  borrowers  with a minimal  increase in overhead,
therefore allowing us to use our current infrastructure to process the loans for
all  other  borrowers  which  take  more  time and from  which we also make more
revenue.

Principal Products or Services and Their Markets.

We offer a broad and  competitive  range of mortgage  products that seek to meet
the mortgage needs of all types of borrowers.  Our product line includes  Fannie
Mae-eligible  loans,  jumbo loans,  adjustable rate  mortgages,  FHA-insured and
VA-guaranteed  loans,  alternate  "A" loans,  non-prime  loans,  home equity and
second mortgage loans.

Conforming and Government-Insured Fixed Rate Loans. These mortgage loans conform
to the underwriting  standards  established by Fannie Mae or Freddie Mac and may
qualify  for  insurance  from the FHA or a  guarantee  from the VA. We have been
designated by the U.S.  Department of Housing and Urban  Development  (HUD) as a
direct  endorser  of loans  insured by the FHA and as an  automatic  endorser of
loans  partially  guaranteed by the VA, allowing us to offer so-called FHA or VA
mortgages to qualified  borrowers.  FHA and VA  mortgages  must be  underwritten


<PAGE>

within specific governmental guidelines,  which include standards for borrowers'
income, assets, credit worthiness, property value and property condition.

Adjustable  Rate  Mortgages  (ARM).  The ARM's  defining  feature  is a variable
interest  rate  that  fluctuates  over the life of the loan,  usually  30 years.
Interest  rate  fluctuations  are based on an index that is related to  Treasury
bill  rates,  regional  or  national  average  cost of funds of savings and loan
associations, or another widely published rate, such as LIBOR. LIBOR is the base
interest  rate  paid on  deposits  between  banks in the  Eurodollar  market.  A
Eurodollar  is a dollar  deposited in a bank in a country  where the currency is
not a dollar.  The Eurodollar  market has been around for over 40 years and is a
major component of the International  financial market. The LIBOR rate is quoted
in the Wall Street Journal daily.
Jumbo Loans.  Jumbo loans are considered  non-conforming  mortgage loans because
they have a principal loan amount in excess of the loan limits set by Fannie Mae
and Freddie Mac (currently  $322,700 for single-family,  one-unit mortgage loans
in the continental United States).  We offer jumbo loans with creative financing
features, such as the pledging of security portfolios.

Alternate "A" Loans. From a credit risk standpoint, alternate "A" loan borrowers
present a risk profile  comparable to that of  conforming  loan  borrowers,  but
entail special underwriting considerations, such as a higher loan to value ratio
or limited income verification.

Home Equity and Second  Mortgage  Loans.  These loans are  generally  secured by
second liens on the related  property.  Home equity  mortgage loans can take the
form of a home  equity  line of  credit,  which  generally  bears an  adjustable
interest  rate,  while second  mortgage  loans are  closed-end  loans with fixed
interest  rates.  Both  types of loans  are  designed  for  borrowers  with high
credit-quality  profiles.  Many of the home equity and second  mortgage loans we
make are  closed in  conjunction  with a first  mortgage.  By taking a first and
second  mortgage  to  purchase a home,  a  customer  can avoid  paying  mortgage
insurance and may be able to qualify for a conforming loan as opposed to a jumbo
loan.

Non-Prime Mortgage Loans. The non-prime mortgage loan focuses on customers whose
borrowing needs are not served by traditional financial institutions.  Borrowers
of non-prime  mortgage loans may have impaired or limited credit profiles,  high
levels of debt  service to income,  or other  factors that  disqualify  them for
conforming  loans.  Offering this category of mortgage  loans on a limited basis
allows us to provide  loan  products to  borrowers  with a variety of  differing
credit profiles.

RESULTS FOR THE FISCAL QUARTER ENDED March 31, 2004

Our fiscal  quarter  ended on March 31,  2004.  Any  reference to the end of the
fiscal  quarter  refers to the end of the first  fiscal  quarter for the periods
discussed herein.

REVENUE.  Revenue  for the three  months  ended  March 31,  2004,  were  $11,493
compared with revenues for the three months ended March 31, 2003 of $51,588. The
decrease is due primarily to a) uncertainty in the economy and interest rates in
general;  b) a rise in  interest  rates;  c) a general  decrease  n  refinancing
mortgages;  and c) the  amount  of time we had to spend on  filing  our  current
offering  with the U.S.  Securities  & Exchange  Commission.  We expect that our
revenue will increase as the interest rate market stabilizes and the uncertainty


<PAGE>

in the economy subsides, more particularly, the effect of the war on the economy
and on the  psychological  effects of the war on people's decision to buy or not
to buy a home.

EXPENSES. Total expenses for the three months ended March 31, 2004, were $15,805
compared with expenses for the three months ended March 31, 2003 of $24,774. The
decrease  is due to our  being  able to pare  expenses  significantly  when  our
revenues decrease.

NET  INCOME  (LOSS).  Net loss for the three  months  ended  March 31,  2004 was
($4,369)  compared to a net income of $26,814 for the three  months  ended March
31, 2003, such decrease being due to the same reasons our revenue declined.  The
net loss per share for the period ended March 31, 2004 was $0.00  compared  with
net income per share in the same period in 2002 of $0.01.

LIQUIDITY  AND  CAPITAL  RESOURCES.   We  have  no  cash  reserve  but  filed  a
Registration  statement  under  Form SB-1 with the U.S.  Securities  &  Exchange
Commission which became effective on February 12, 2004. In April and through the
date of this filing, we have raised $84,250.  With these funds, we will put into
action  our plan of  operation  which is more fully  described  in our Form SB-1
registration statement which is available on the SEC website at www.sec.gov.

Employees

As of March 31, 2004, the Company had one employee.


NEED FOR ADDITIONAL FINANCING

The Company  believes that the funds it is raising in its current offering under
Form SB-1 will be  sufficient to meet the  Company's  cash needs,  including its
plan of operation  and the costs of  compliance  with the  continuing  reporting
requirements of the Securities Exchange Act of 1934, as amended.

No commitments to provide additional funds have been made by management or other
stockholders, other than the offering referred to in the preceding paragraph.

The  Company's  balance  sheet as of March 31, 2004  reflects  assets of 89,648.
Further,  there  exist no  agreements  or  understandings  with  regard  to loan
agreements  by or  with  the  Officers,  Directors,  principals,  affiliates  or
shareholders of the Company.


ITEM 3.  CONTROLS AND PROCEDURES

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in company reports
filed or submitted  under the  Securities  Exchange  Act of 1934 (the  "Exchange
Act") is recorded,  processed,  summarized and reported, within the time periods
specified  in  the  Securities  and  Exchange   Commission's  rules  and  forms.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that  information  required  to be  disclosed  in
company reports filed under the Exchange Act is accumulated and  communicated to
management,  including the Company's Chief Executive Officer and Chief Financial


<PAGE>

Officer (the  "Certifying  Officers"),  as appropriate to allow timely decisions
regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the  Exchange  Act, the  Certifying
Officers  carried  out an  evaluation  of the  effectiveness  of the  design and
operation of the Company's  disclosure  controls and  procedures as of March 31,
2004. Their  evaluation was carried out with the  participation of other members
of the  Company's  management.  Based  upon  their  evaluation,  the  Certifying
Officers  concluded that the Company's  disclosure  controls and procedures were
effective.

The Company's  internal  control over financial  reporting is a process designed
by, or under the  supervision  of, the  Certifying  Officers and effected by the
Company's  Board of  Directors,  management  and  other  personnel,  to  provide
reasonable  assurance  regarding  the  reliability  of the  Company's  financial
reporting and the preparation of the Company's financial statements for external
purposes in accordance with generally accepted accounting  principles.  Internal
control over financial  reporting  includes policies and procedures that pertain
to the  maintenance of records that in reasonable  detail  accurately and fairly
reflect the  transactions  and  dispositions  of the Company's  assets;  provide
reasonable  assurance  that  transactions  are  recorded as  necessary to permit
preparation of the Company's  financial  statements in accordance with generally
accepted accounting principles, and that the Company's receipts and expenditures
are being made only in accordance with the  authorization of the Company's Board
of  Directors  and  management;   and  provide  reasonable  assurance  regarding
prevention or timely detection of unauthorized  acquisition,  use or disposition
of the  Company's  assets  that could have a  material  effect on its  financial
statements.  There has been no change in the  Company's  internal  control  over
financial  reporting that occurred in the quarter ended March 31, 2004, that has
materially  affected,  or is reasonably likely to affect, the Company's internal
control over financial reporting.


PART II

Items No. 1, 2, 3, 4, 5 - Not Applicable.


Item No. 6 - Exhibits and Reports on Form 8-K

(a) No reports on Form 8-K were filed  during the three  months  ended March 31,
2004.

(b)   Exhibits

Exhibit Number                      Name of Exhibit

   31.1        Certification  of  Chief  Executive  Officer,  pursuant  to  Rule
               13a-14(a) of the  Exchange  Act, as enacted by Section 302 of the
               Sarbanes-Oxley Act of 2002.

   31.2        Certification  of  Chief  Financial  Officer,  pursuant  to  Rule
               13a-14(a) of the  Exchange  Act, as enacted by Section 302 of the
               Sarbanes-Oxley Act of 2002.


<PAGE>


   32.1        Certification  of Chief  Executive  Officer  and Chief  Financial
               Officer,  pursuant to 18 United  States  Code  Section  1350,  as
               enacted by Section 906 of the Sarbanes-Oxley Act of 2002.



SIGNATURES

In accordance with 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.

HERITAGE MANAGEMENT, INC.

By /s/ E. Lee Murdock
--------------------------
E. Lee Murdock, President, CFO

Date: May 17, 2004





<PAGE>


EXHIBIT 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, E. Lee Murdock, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Heritage  Management,
Inc.

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a) designed such disclosure  controls and procedures,  or caused such disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control over
financial  reporting that occurred  during the  registrant's  most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected,  or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

a) all  significant  deficiencies  and  material  weaknesses  in the  design  or
operation of internal  controls over  financial  reporting  which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

<PAGE>


b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's  internal control over
financial reporting.


Date:  May 17, 2004

       /s/ E. Lee Murdock
       -----------------------------------------
           E. Lee Murdock
           President and Chief Executive Officer



<PAGE>



EXHIBIT 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION

I, E. Lee Murdock, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Heritage  Management,
Inc.

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a) designed such disclosure  controls and procedures,  or caused such disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control over
financial  reporting that occurred  during the  registrant's  most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected,  or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

a) all  significant  deficiencies  and  material  weaknesses  in the  design  or
operation of internal  controls over  financial  reporting  which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and


<PAGE>


b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's  internal control over
financial reporting.


Date:  May 17, 2004

       /s/ E. Lee Murdock
       -----------------------
       E. Lee Murdock
       Chief Financial Officer





<PAGE>



EXHIBIT 32.1

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

In  connection  with the  quarterly  report of Heritage  Management,  Inc.  (the
"Company")  on Form 10-QSB for the period ended March 31, 2004 as filed with the
Securities and Exchange Commission (the "Report"),  each of the undersigned,  in
the capacities and on the dates indicated below, hereby certifies pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

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

2. the  information  contained in the Report  fairly  presents,  in all material
respects, the financial condition and results of operation of the Company.


Dated:  May 17, 2004

        /s/ E. Lee Murdock
        ------------------------------
      Name:   E. Lee Murdock
      Title:  Chief Executive Officer



Dated:  May 17, 2004

        /s/ E. Lee Murdock
        ------------------------------
        Name: E. Lee Murdock
       Title:  Chief Financial Officer