UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

|X|   Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934

      For the quarterly period ended: September 30, 2004

|_|   Transition Report under Section 13 or 15(d) of the Exchange Act of 1934

      For the transition period from ________ to _________

                       Commission File Number: 0001289277

                                 AUX (USA) INC.
        (Exact name of Small Business Issuer as specified in its charter)

            DELAWARE                                       NONE
(State or other jurisdiction of                       (IRS Employer
          incorporation)                           Identification Number)

                               c/o ZhongTong Inc.
                         (315100) 566 East Yinzhou Road
                        Ningbo, Zhejiang Province, China
                    (Address of principal executive offices)

                                0118657488220636
                (Issuer's telephone number, including area code)

                                       N/A
         (Former name, former address, or former fiscal year if changed
                               since last report)

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes |X| No |_|

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

The Issuer had 21,840,000 shares of Common Stock, par value $.0001, outstanding
as of November 12, 2004.

Transitional Small Business Disclosure format (Check one): Yes |_| No |X|

================================================================================

<PAGE>

                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION ..............................................3

Item 1. Financial Statements.................................................3

Balance Sheet................................................................3

Statement of Operations......................................................4

Statement of Cash Flows......................................................5

Notes to Financial Statements................................................6

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

Item 3. Controls and Procedures..............................................9

PART II-OTHER INFORMATION...................................................10

Item 1. Legal Proceedings...................................................10

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.........10

Item 3. Defaults Upon Senior Securities.....................................10

Item 4. Submission of Matters to a Vote of Security Holders.................10

Item 5. Other Information...................................................10

Item 6. Exhibits and Reports on Form 8-K....................................10

SIGNATURES..................................................................11


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<PAGE>

PART I- FINANCIAL INFORMATION

Item 1. Financial Statements

                                 AUX (USA) INC.
                (Formerly Known as Heritage Capital Group, Inc.)
                          (A Development Stage Company)

                                  BALANCE SHEET

                               SEPTEMBER 30, 2004
                                   (Unaudited)

================================================================================

                                     ASSETS

CURRENT ASSETS:
  Cash                                                                  $    --
                                                                        -------

TOTAL ASSETS                                                            $    --
                                                                        =======

                    LIABILITIES AND STOCKHOLDER'S DEFICIENCY

CURRENT LIABILITIES:
  Note payable - stockholder                                            $   184
                                                                        -------
     TOTAL CURRENT LIABILITIES                                              184
                                                                        -------
STOCKHOLDER'S DEFICIENCY:
  Common stock - $0.0001 par value
     100,000,000 shares authorized
      21,840,000 shares issued and outstanding                            2,184
  Accumulated deficit                                                    (2,368)
                                                                        -------
     TOTAL STOCKHOLDER'S DEFICIENCY                                        (184)
                                                                        -------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                              $    --
                                                                        =======


                                       3
<PAGE>

                                 AUX (USA) INC.
                (Formerly Known as Heritage Capital Group, Inc.)
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS
                                   (Unaudited)

================================================================================

<TABLE>
<CAPTION>
                                                           Three Months           From Inception
                                                               Ended             (June 17, 2003) to
                                                         September 30, 2004      September 30, 2004

<S>                                                         <C>                     <C>
REVENUE                                                     $          --           $          --

GENERAL AND ADMINISTRATIVE EXPENSES:
    Organization and related expenses                                  --                   2,368
                                                            -------------           -------------

NET LOSS                                                    $          --           $      (2,368)
                                                            =============           =============

Basic and diluted loss per share                            $        0.00           $       (0.00)
                                                            =============           =============

Weighted average number of common shares outstanding           21,840,000              21,840,000
                                                            =============           =============
</TABLE>

================================================================================


                                       4
<PAGE>

                                 AUX (USA) INC.
                (Formerly Known as Heritage Capital Group, Inc.)
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS
                                   (Unaudited)

================================================================================

<TABLE>
<CAPTION>
                                                      Three Months             From Inception
                                                         Ended               (June 17, 2003) to
                                                   September 30, 2004        September 30, 2004
<S>                                                     <C>                      <C>
OPERATING ACTIVITIES:
  Net loss                                              $       --               $   (2,368)
  Issuance of stock for services rendered                       --                    2,184
                                                        ----------               ----------
NET CASH USED IN OPERATING ACTIVITIES                           --                     (184)
                                                        ----------               ----------

FINANCING ACTIVITIES:
  Advances from stockholder                                     --                      184
                                                        ----------               ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                       --                      184
                                                        ----------               ----------

INCREASE IN CASH AND CASH EQUIVALENTS                           --                       --

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                 --                       --
                                                        ----------               ----------

CASH AND CASH EQUIVALENTS - END OF PERIOD               $       --               $       --
                                                        ==========               ==========
</TABLE>


                                       5
<PAGE>

                                 AUX (USA) INC.
                (Formerly Known as Heritage Capital Group, Inc.)
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2004
                                   (Unaudited)

================================================================================

1.    ORGANIZATION

      AUX (USA) Inc. ("the Company) was incorporated under the laws of the State
      of Delaware on June 17, 2003 and has been inactive (except for incurring
      organization and related expenses) since inception. The Company intends to
      serve as a vehicle to effect an asset acquisition, merger, exchange of
      capital stock or other business combination with a domestic or foreign
      business.

      On November 5, 2004, the Company amended Article One of its Articles of
      Incorporation to change its name from Heritage Capital Group, Inc. to AUX
      (USA) Inc. This amendment was approved by unanimous consent adopted as of
      November 3, 2004 by the Company's Board of Directors and its stockholders.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY

      The Company has not earned any revenue from operations. Accordingly, the
      Company's activities have been accounted for as those of a "Development
      Stage Enterprise", as set forth in Financial Accounting Standards Board
      Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7 are
      that the Company's financial statements be identified as those of a
      development stage company, and that the statements of operations,
      stockholder's equity and cash flows disclose activity since the date of
      the Company's inception.

      ACCOUNTING METHOD

      The Company's financial statements are prepared using the accrual method
      of accounting. The Company has elected a fiscal year ending on December
      31st.

3.    GOING CONCERN

      The Company's financial statements are prepared using generally accepted
      accounting principles applicable to a going concern that contemplates the
      realization of assets and liquidation of liabilities in the normal course
      of business. The Company has not established any source of revenue to
      cover its operating costs. The Company will engage in very limited
      activities without incurring any liabilities that must be satisfied in
      cash until a source of funding is secured. The Company will offer non-cash
      consideration and seek equity lines as a means of financing its
      operations. If the Company is unable to obtain revenue producing contracts
      or financing, or if the revenue or financing it does obtain is
      insufficient to cover any operating losses it may incur, it may
      substantially curtail or terminate its operations or seek other business
      opportunities through strategic alliances, acquisitions or other
      arrangements that may dilute the interests of existing stockholders.


                                       6
<PAGE>

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

The Company's purpose is to seek, investigate and, if such investigation
warrants, merge or acquire an interest in business opportunities presented to it
by persons or companies who or which desire to seek the perceived advantages of
a Securities Exchange Act of 1934 registered corporation. The Company was
incorporated on November 17, 2003, and until October 5, 2004, the sole
stockholder, director and officer of the Company was William Tay. All of the
Company's outstanding stock was sold by Mr. Tay as of October 5, 2004 to
Centerline International Corp. ("Centerline"). Centerline subsequently sold 98%
of the Company's stock to ZhongTong Inc. as of October 18, 2004. As of the date
of this report, ZhongTong Inc. and Centerline are the sole stockholders of the
Company.

Management

The Company is in the development stage and currently has no full-time
employees. Mr. Jian Jiang Zheng, the Company's President, Chief Executive
Officer, Treasurer and Chief Financial Officer, is the Company's sole officer.
All references herein to management of the Company are to Mr. Zheng.

Search For Business Opportunities

The Company's discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities, economic
conditions, and other factors. The shareholders of ZhongTong Inc. are affiliated
with the AUX Group Co., Ltd. (the "AUX Group"), a Chinese manufacturer which,
along with its affiliates and subsidiaries is involved in the production of
goods including air conditioners, electrical meters, transformers, automobile
and other transportation parts, telephones and telephone batteries, as well as
developing real estate and owning the largest non-state-owned hospital in
Zhejiang province. The Company is currently contemplating acquiring one or more
businesses from the AUX Group or one of its subsidiaries or affiliates,
marketing some or all of the AUX Group's products in the United States or
performing services for AUX Group in the United States. However, as of the date
of this report, the Company has not entered into any binding agreement with AUX
Group or any of its subsidiaries or affiliates with respect to any such
acquisition, marketing arrangement or service arrangement. It is uncertain
whether the Company will pursue any of these plans.

No assurance can be given that the Company will be successful in finding or
acquiring a desirable business opportunity, and no assurance can be given that
any acquisition, which does occur, will be on terms that are favorable to the
Company or its current stockholders. Although the Company is currently focused
on business opportunities with the AUX Group, the Company has not restricted its
search to any specific kind of firm, but may acquire a venture which is in its
preliminary or development stage, one which is already in operation, or in a
more mature stage of its corporate existence. The acquired business may need to
seek additional capital, may desire to have its shares publicly traded, or may
seek other perceived advantages which the Company may offer.

Evaluation of Business Opportunities

The analysis of business opportunities will be under the supervision of the
Company's sole officer. In analyzing prospective business opportunities,
management will consider such matters as available technical, financial and
managerial resources; working capital and other financial requirements; history
of operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable, but
which then may be anticipated to impact the proposed activities of the Company;
the potential for growth or expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, or trades; name
identification; and other relevant factors. In many instances, it is anticipated
that the historical operations of a specific business opportunity may not
necessarily be indicative of the potential for the future because of a variety
of factors, including, but not limited to, the possible need to expand
substantially, shift marketing approaches, change product emphasis, change or
substantially augment management, raise capital and the like.


                                       7
<PAGE>

Under the Exchange Act, any merger or acquisition candidate will become subject
to the same reporting requirements of the Exchange Act as the Company following
consummation of any merger or acquisition. Thus, in the event the Company
successfully completes the acquisition of or merger with an operating business
entity, that business entity must provide audited financial statements for at
least two most recent fiscal years or, in the event the business entity has been
in business for less than two years, audited financial statements will be
required from the period of inception.

Management believes that various types of potential merger or acquisition
candidates might find a business combination with the Company to be attractive.
These include acquisition candidates desiring to create a public market for
their shares in order to enhance liquidity for current stockholders, acquisition
candidates which have long-term plans for raising capital through public sale of
securities and believe that the possible prior existence of a public market for
their securities would be beneficial, and acquisition candidates which plan to
acquire additional assets through issuance of securities rather than for cash,
and believe that the possibility of development of a public market for their
securities will be of assistance in that process. Nevertheless, the Company has
not conducted market research and is not aware of statistical data which would
support the perceived benefits of a merger or acquisition transaction for the
owners of a business opportunity.

The Company is unable to predict when it may participate in a business
opportunity. There can also be no assurances that we are able to successfully
pursue a business opportunity. In that event, there is a substantial risk to the
Company that failure to complete a business combination will significantly
restrict its business operation and force management to cease operations and
liquidate the Company.

In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture,
licensing or other agreement with another entity. It may also acquire stock or
assets of an existing business. In connection with a merger or acquisition, it
is highly likely that an amount of stock constituting control of the Company
would either be issued by the Company or be purchased from the current principal
stockholder of the Company by the acquiring entity or its affiliates, and
accordingly, the shareholders of the target company, typically, become the
majority of the shareholders of the combined company, the board of directors and
officers of the target company may become the new board and officers of the
combined company and often the name of the target company becomes the name of
the combined company. As of the date of this report there are currently no
arrangements that would result in a change of control of the Company.

It is anticipated that any securities issued as a result of consummation of a
business combination will be issued in reliance upon one or more exemptions from
registration under applicable federal and state securities laws to the extent
that such exemptions are available. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has entered into an agreement for a business combination or has consummated a
business combination and the Company is no longer considered a blank check
company. Until such time as this occurs, the Company will not attempt to
register any additional securities. The issuance of substantial additional
securities and their potential sale into any trading market may have a
depressive effect on the market value of the Company's securities in the future
if such a market develops, of which there is no assurance. There have been no
plans, proposals, arrangements or understandings with respect to the sale or
issuance of additional securities.

While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a "tax-free" reorganization under Sections
351 or 368 of the Internal Revenue Code of 1986, as amended. In order to obtain
tax-free treatment, it may be necessary for the owners of the surviving entity
to own 80% or more of the voting stock of the surviving entity. In this event,
the shareholders of the Company would retain less than 20% of the issued and
outstanding shares of the surviving entity, which could result in significant
dilution in the equity of such shareholders. However, treatment as a tax-free
reorganization will not be a condition of any future business combination and if
it is not the case, the Company will not obtain an opinion of counsel that the
reorganization will be tax free.

With respect to any merger or acquisition, negotiations with target company
management are expected to focus on the percentage of the Company which the
target company shareholders would acquire in exchange for all of their


                                       8
<PAGE>

shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's shareholders at such time.

The Company will participate in a business opportunity only after the
negotiation and execution of appropriate agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing, outline the
manner of bearing costs, including costs associated with the Company's attorneys
and accountants, and will include miscellaneous other terms.

It is anticipated that the Company will not be able to diversify, but will
essentially be limited to the acquisition of one business opportunity because of
the Company's limited financing. This lack of diversification will not permit
the Company to offset potential losses from one business opportunity against
profits from another, and should be considered an adverse factor affecting any
decision to purchase the Company's securities.

The Company intends to seek to carry out its business plan as discussed herein.
In order to do so, the Company needs to pay ongoing expenses, including
particularly legal and accounting fees incurred in conjunction with preparation
and filing of this registration statement, and in conjunction with future
compliance with its on-going reporting obligations. Because the Company has no
capital with which to pay these anticipated expenses, the directors of the
Company have agreed that they will, on behalf of the Company, pay all expenses
of the Company as they may be incurred with their personal funds. Such payments
will be made without expectation of repayment unless the owners of the business
which the Company acquires or merges with agree to repay all or a portion of
such expenses. There is no minimum or maximum amount the directors will pay on
behalf of the Company. The directors have agreed to continue to pay those
expenses until the Company completes a business combination. Should the
directors fail to pay such expenses, the Company has not identified any
alternative sources, there is substantial doubt about the Company's ability to
continue as a going concern. The Company currently does not intend to raise
funds, either debt or equity, from investors while the Company is a blank check
company, and the Company will not borrow any funds to make any payments to the
Company's promoter, management or his affiliates or associates.

Off Balance Arrangements

The Company does not have any off balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company's financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.

Forward-Looking Statements

The foregoing discussion, as well as the other sections of this Quarterly Report
on Form 10-QSB, contains forward-looking statements that reflect the Company's
current views with respect to future events and financial results.
Forward-looking statements usually include the verbs "anticipates," "believes,"
"estimates," "expects," "intends," "plans," "projects," "understands" and other
verbs suggesting uncertainty. The Company reminds shareholders that
forward-looking statements are merely predictions and therefore inherently
subject to uncertainties and other factors which could cause the actual results
to differ materially from the forward-looking statements.

Item 3. Controls and Procedures.

As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures as defined in Exchange
Act Rule 13a-15(e). Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded that our current disclosure controls and
procedures are effective as of September 30, 2004. There have been no
significant changes in our


                                       9
<PAGE>

internal controls over financial reporting during the fiscal quarter ended
September 30, 2004 that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.

The design of any system of controls and procedures is based in part upon
certain assumptions about the likelihood of future events. There can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions, regardless of how remote.

PART II- OTHER INFORMATION

Item 1. Legal Proceedings.

The Issuer is not, and has not been during the period covered by this report, a
party to any legal proceedings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K.

      (a) Exhibits:

      Regulation    Exhibit
      S-B Number

      3.1           Amendment to the Articles of Incorporation (1)

      31            Rule 13a-14(a) Certification of Chief Executive Officer and
                    Chief Financial Officer.

      32            Certification of Chief Executive Officer and Chief Financial
                    Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1)   Filed as an exhibit to the Company's Form 8-K filed on November 10, 2004.

      (b) Reports on Form 8-K.

      No Reports on Form 8-K were filed during the period ended September 30,
2004.


                                       10
<PAGE>

SIGNATURES

      In accordance with the requirements of the Exchange Act, AUX (USA) Inc.
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                        AUX (USA) INC.
Dated: November 12, 2004


                                    By: /s/ Jian Jiang Zheng
                                        ----------------------------------------
                                    Name:  Jian Jiang Zheng
                                    Title: President and Chief Executive Officer
                                           Treasurer and Chief Financial Officer


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