UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-KSB




(Mark
      One)




x 
ANNUAL
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
      the
      fiscal year ended  **August 31,
      2007**




o 
TRANSITION
      REPORT
      UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For
      the
      transition period from [               ]
      to [               ]




Commission
      file number  **333-139045**







**HERITAGE
                EXPLORATIONS INC.**(Name
                of small business issuer in its charter)**Nevada**
            
            **Applied
                For**(State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification No.)**130
                South Brodie Street, Suite 510**
              **Thunder
                Bay, Ontario**
            
            **P7B
                6M3**(Address
                of principal executive offices)
            
            (Zip
                Code)




**Issuer's
      telephone number  (807) 626-9869**




Securities
      registered pursuant to Section 12(b) of the Act:




Title
                of each class
              **Nil**
            
            Name
                of each exchange on which registered
              **Nil**




Securities
      registered pursuant to Section 12(g) of the Act:




**Common
                Shares, par value $0.001**(Title
                of class)







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 o




Check
      if
      there is no disclosure of delinquent  filers in response to Item 405
      of Regulation  S-B is
      not  contained  in  this  form, and no
      disclosure will be contained, to the best of registrant's knowledge, in
      definitive proxy or information statements incorporated by reference in Part
      III
      of this Form 10-KSB or any amendment to this Form 10-KSB.


x o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).  Yes x  No o










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State
      issuer's revenues for its most recent fiscal
      year:     **Nil**




State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date:  **5,960,000 shares of common
      stock as at August 31, 2007.**  No market value has been
      computed based on the fact that no active trading had been established as of
      August 31, 2007.











































































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**TABLE
      OF CONTENTS**





ITEM
                1:  DESCRIPTION OF BUSINESS
            4Corporate
                Overview
            4RISK
                FACTORS
            4Risks
                Related to Our Business
            4Risks
                Related to Our Common Stock
            9Risks
                Related to Our Company
            11ITEM
                2:  DESCRIPTION OF PROPERTY
            11Executive
                Office
            11ITEM
                3:  LEGAL PROCEEDINGS
            11ITEM
                4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                HOLDERS
            11ITEM
                5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
                MATTERS
            12Market
                Information
            12ITEM
                6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
                OPERATION
            12PLAN
                OF OPERATION
            12Overview
            13ITEM
                7:  FINANCIAL STATEMENTS
            16ITEM
                8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                AND FINANCIAL DISCLOSURE
            27ITEM
                8A:  CONTROLS AND PROCEDURES
            27ITEM
                9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                PERSONS
            28Directors
                and Executive Officers, Promoters and Control Persons
            28ITEM
                10:  EXECUTIVE COMPENSATION
            30Executive
                Compensation
            30ITEM
                12:  CERTAIN RELATIONSHIPS AND RELATED
                TRANSACTIONS
            33ITEM
                13:  EXHIBITS AND REPORTS
            34ITEM
                14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES
            34Changes
                in and Disagreement with Accountants on Accounting and Financial
                Disclosure
            27Audit
                Fees
            34Audit
                Related Fees
            34Tax
                Fees
            34All
                Other Fees
            34Audit
                Committee Requirements
            34SIGNATURES
            36

























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**PART
      I**




**ITEM
      1:  DESCRIPTION OF BUSINESS**




**GENERAL
      INFORMATION**




**Corporate
      Overview**




We
      were
      incorporated on September 30, 2005 under the name Heritage Explorations
      Inc.




Pursuant
      to a mineral property option agreement dated August 6, 2006, we were granted
      an
      option to acquire a 100% undivided right, title and interest of a total of
      2
      mineral claim units, known as the Strathy Township claim block, located in
      the
      Sudbury Mining Division of Ontario, Canada from Fred Blake of Temagami,
      Ontario.







Our
      objective is to conduct mineral exploration activities on the Strathy Township
      property in order to assess whether it possesses economic reserves of copper,
      zinc and silver.  We have not yet identified any economic
      mineralization on the Strathy Township property.  Our proposed
      exploration program is designed to search for an economic mineral deposit.
      There
      is the likelihood that our mineral claims contain little or no economic
      mineralization.




We
      have
      completed the Phase I exploration program recommended by our consultant, James
      G. Burns, of Timmins, Ontario. This Phase I program consisted of 12.8 kilometers
      of grids cut across the property followed by magnemtometer and very low
      frequency electromagnetic geophysical surveys designed to define structures
      and
      delineate any features which may be associated with economic mineralization
      on
      the property. These surveys have not encountered any economic mineralization
      on
      the property. The results of these surveys are currently being reviewed by
      the
      company.




The
      report prepared by our consultant recommends a phase II exploration program
      consisting of additional geophysical surveying and soil sampling to further
      explore the property for possible economic mineralization. The cost of this
      Phase II exploration program is budgeted at $17,100.









**RISK
      FACTORS**




Shares
      of
      our common stock are speculative, especially since we are in the
      exploration-stage of our business. We operate in a volatile sector of business
      that involves numerous risks and uncertainties. The risks and uncertainties
      described below are not the only ones we face. Other risks and uncertainties,
      including those that we do not currently consider material, may impair our
      business. If any of the risks discussed below actually occur, our business,
      financial condition, operating results or cash flows could be materially
      adversely affected. This could cause the trading price of our securities to
      decline, and you may lose all or part of your investment. Prospective investors
      should consider carefully the risk factors set out below.




**Risks
      Related to Our Business**




*Because
      we may never earn revenues from our operations, our business may fail and then
      investors may lose all of their investment in our company.*




We
      have
      no history of revenues from operations. We have never had significant operations
      and have no significant assets. We have yet to generate positive earnings and
      there can be no assurance that we will ever operate profitably. Our company
      has
      a limited operating history. If our business plan is not successful and we
      are
      not able to operate profitably, then our stock may become worthless and
      investors may lose all of their investment in our company.










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We
      expect
      to incur significant losses into the foreseeable future. We recognize that
      if we
      are unable to generate significant revenues from future acquisitions, we will
      not be able to earn profits or continue operations. There is no history upon
      which to base any assumption as to the likelihood that we will prove successful,
      and we can provide no assurance that we will generate any revenues or ever
      achieve profitability. If we are unsuccessful in addressing these risks, our
      business will fail and investors may lose all of their investment in our
      company.




*We
      have a history of losses and have negative cash flows from operations, which
      raises substantial doubt about our ability to continue as a going
      concern.*




We
      have
      not generated any revenues since our incorporation and we will continue to
      incur
      operating expenses without revenues until we are in commercial deployment.
      To
      date we have had negative cash flows from operations and we have been dependent
      on sales of our equity securities and debt financing to meet our cash
      requirements and have incurred net losses from inception to August 31, 2007
      of
      $73,707. Our net cash used in operations for the 12 months ended August 31,
      2007
      was $46,384. As of August 31, 2007 we had working capital deficit of $44,707. We
      do not expect positive cash flow from operations in the near term. There is
      no
      assurance that actual cash requirements will not exceed our estimates. In
      particular, additional capital may be required in the event that drilling and
      completion costs increase beyond our expectations; or we encounter greater
      costs
      associated with general and administrative expenses or offering costs. The
      occurrence of any of the aforementioned events could adversely affect our
      ability to meet our business plans. We cannot provide assurances that we will
      be
      able to successfully execute our business plan. These circumstances raise
      substantial doubt about our ability to continue as a going concern. If we are
      unable to continue as a going concern, investors will likely lose all of their
      investments in our company.




There
      is
      no assurance that we will operate profitably or will generate positive cash
      flow
      in the future. In addition, our operating results in the future may be subject
      to significant fluctuations due to many factors not within our control, such
      as
      the unpredictability of when customers will purchase our services, the size
      of
      customers’ purchases, the demand for our services, and the level of competition
      and general economic conditions. If we cannot generate positive cash flows
      in
      the future, or raise sufficient financing to continue our normal operations,
      then we may be forced to scale down or even close our operations.




We
      will
      depend almost exclusively on outside capital to pay for the continued
      exploration and development of our properties. Such outside capital may include
      the sale of additional stock and/or commercial borrowing. There is no guarantee
      that sufficient capital will continue to be available to meet these continuing
      development costs or that it will be on terms acceptable to us. The issuance
      of
      additional equity securities by us would result in a significant dilution in
      the
      equity interests of our current stockholders. Obtaining commercial loans,
      assuming those loans would be available, will increase our liabilities and
      future cash commitments.




If
      we are
      unable to obtain financing in the amounts and on terms deemed acceptable to
      us,
      we may be unable to continue our business and as a result may be required to
      scale back or cease operations for our business, the result of which would
      be
      that our stockholders would lose some or all of their investment.




*A
      decline in the price of our common stock could affect our ability to raise
      further working capital and adversely impact our operations.*




A
      prolonged decline in the price of our common stock could result in a reduction
      in the liquidity of our common stock and a reduction in our ability to raise
      capital. Because our operations have been and will be primarily financed through
      the sale of equity securities, a decline in the price of our common stock could
      be especially detrimental to our liquidity and our continued operations. Any
      reduction in our ability to raise equity capital in the future would force
      us to
      reallocate funds from other planned uses and would have a significant negative
      effect on our business plans and operations, including our ability to develop
      new products and continue our current operations. If our stock price declines,
      we may not be able to raise additional capital or generate funds from operations
      sufficient to meet our obligations.




*We
      have a limited operating history and if we are not successful in continuing
      to
      grow our business, then we may have to scale back or even cease our ongoing
      business operations.*










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We
      have
      no history of revenues from operations and have no significant tangible assets.
      We have yet to generate positive earnings and there can be no assurance that
      we
      will ever operate profitably. Our company has no operating history in mineral
      exploration at this time and must be considered in the very early exploration
      stage. The success of our company is significantly dependent on a successful
      exploration program on our Strathy Township property. Our company’s operations
      will be subject to all the risks inherent in the establishment of a highly
      speculative enterprise and the uncertainties arising from the absence of any
      operating history. We are in the exploration stage and potential investors
      should be aware of the difficulties normally encountered by enterprises in
      the
      development stage. If our business plan is not successful, and we are not able
      to operate profitably, investors may lose some or all of their investment in
      our
      company.




*Because
      of the early stage of development and the nature of our business, our securities
      are considered highly speculative.*




Our
      securities must be considered highly speculative, generally because of the
      nature of our business and the early stage of our development. We are engaged
      in
      the business of exploring and, if warranted, developing commercial reserves
      of
      oil and gas. Both of our properties are in the exploration stage. Accordingly,
      we have not generated any revenues nor have we realized a profit from our
      operations to date and there is little likelihood that we will generate any
      revenues or realize any profits in the short term. Any profitability in the
      future from our business will be dependent upon locating and developing economic
      reserves of mineable minerals, which itself is subject to numerous risk factors
      as set forth herein. Since we have not generated any revenues, we will have
      to
      raise additional monies through the sale of our equity securities or debt in
      order to continue our business operations.




*Nature
      of Mineral Exploration and Development involves many risks that we may not
      be
      able to overcome.*




Mineral
      exploration and development is very competitive and involves many risks that
      even a combination of experience, knowledge and careful evaluation may not
      be
      able to overcome. As with any mining property, there can be no assurance that
      a
      mineable deposit may be discovered. Furthermore, the development of a mineable
      orebody will be affected by numerous factors beyond our control. These factors
      include, but are not limited to, market fluctuations of prices, proximity to
      local power and water, equipment availability and government regulations
      (including, without limitation, regulations relating to prices, taxes,
      royalties, land tenure and environmental protection). The extent of these
      factors cannot be accurately predicted, but the combination of these factors
      may
      result in us not receiving an adequate return on invested capital.




*The
      marketability of minerals will be affected by numerous factors beyond our
      control which may result in us not receiving an adequate return on invested
      capital to be profitable or viable.*




The
      marketability of minerals which may be discovered by us will be affected by
      numerous factors beyond our control. These factors include market fluctuations
      in metals and demand, the proximity and capacity of natural resource markets
      and
      processing equipment, governmental regulations, land tenure, land use and
      environmental protection regulations. The exact effect of these factors cannot
      be accurately predicted, but the combination of these factors may result in
      us
      not receiving an adequate return on invested capital to be profitable or
      viable.




*Mining
      operations are subject to comprehensive regulation which may cause substantial
      delays or require capital outlays in excess of those anticipated causing an
      adverse effect on our company.*




Mining
      operations are subject to federal, state, and local laws relating to the
      protection of the environment, including laws regulating removal of natural
      resources from the ground and the discharge of materials into the environment.
      Mining operations are also subject to federal, state, and local laws and
      regulations which seek to maintain health and safety standards by regulating
      the
      design and use of mining methods and equipment. Various permits from government
      bodies are required for drilling operations to be conducted; no assurance can
      be
      given that such permits will be received. Environmental standards imposed by
      federal, provincial, or local authorities may be changed and any such changes
      may have material adverse effects on our activities. Moreover, compliance with
      such laws may cause substantial delays or require capital outlays in excess
      of
      those anticipated, thus causing an adverse effect on us. Additionally, we may
      be
      subject to liability for pollution or other environmental damages which we
      may
      elect not to insure against due to prohibitive premium costs and other reasons.
      To date we have not been required to spend any material amount on compliance
      with environmental regulations. However, we may be required to do so in future
      and this may affect our ability to expand or maintain our
      operations.










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*Exploratory
      drilling involves many risks and we may become liable for pollution or other
      liabilities which may have an adverse effect on our financial
      position.*




Drilling
      operations generally involve a high degree of risk. Hazards such as unusual
      or
      unexpected geological formations, power outages, labour disruptions, inability
      to obtain suitable or adequate machinery, equipment or labour, and other risks
      are involved. We may become subject to liability for pollution or hazards
      against which it cannot adequately insure or which it may elect not to insure.
      Incurring any such liability may have a material adverse effect on our financial
      position and operations.




*Any
      change to government regulation/administrative practices may have a negative
      impact on our ability to operate and our profitability.*




The
      business of resource exploration and development is subject to regulation
      relating to the exploration for, and the development, upgrading, marketing,
      pricing, taxation and other matters. Amendments to current laws and regulations
      governing operations and activities of mineral exploration and development
      operations could have a material adverse impact on our business. In addition,
      there can be no assurance that income tax laws, royalty regulations and
      government incentive programs related to the properties subject to our
      exploration and production contracts and the mining industry generally, will
      not
      be changed in a manner which may adversely affect our progress and cause delays,
      inability to explore and develop or abandonment of these interests.




Permits,
      leases, licenses, and approvals are required from a variety of regulatory
      authorities at various stages of exploration and development. There can be
      no
      assurance that the various government permits, leases, licenses and approvals
      sought will be granted in respect of our activities or, if granted, will not
      be
      cancelled or will be renewed upon expiry. There is no assurance that such
      permits, leases, licenses, and approvals will not contain terms and provisions
      which may adversely affect our exploration and development
      activities.




*All
      or a portion of our interest in our properties may be lost if we are unable
      to
      obtain significant additional financing, as we are required to make significant
      expenditures on the exploration and development of our
      properties.*




Our
      ability to continue exploration and, if warranted, development and mine our
      property will be dependent upon our ability to raise significant additional
      financing. If we are unable to obtain such financing, a portion of our interest
      in our properties may be lost or our properties may be lost entirely and revert
      back to the original owner. We have limited financial resources and no material
      cash flow from operations and we are dependent for funds on our ability to
      sell
      our common shares, primarily on a private placement basis. There can be no
      assurance that we will be able to obtain financing on that basis in light of
      factors such as the market demand for our securities, the state of financial
      markets generally and other relevant factors.




We
      anticipate that we may need to obtain additional bank financing or sell
      additional debt or equity securities in future public or private offerings.
      There can be no assurance that additional funding will be available to us for
      exploration and development of our projects or to fulfill our obligations under
      the mineral property option agreement. Failure to obtain such additional
      financing could result in delay or indefinite postponement of further
      exploration and development of our projects with the possible loss of our
      petroleum prospecting licenses.




*We
      will require substantial funds to enable us to decide whether our Strathy
      Township property contain economic amount of mineable minerals and whether
      they
      should be brought into production, and if we cannot raise the necessary funds
      we
      may never be able to realize the potential of these
      properties.*




Our
      decision as to whether our Strathy Township mineral claim contains economic
      amounts of mineable minerals and should be brought into production will require
      substantial funds and depend upon the results of exploration programs and
      feasibility studies and the recommendations of duly qualified engineers,
      geologists. This decision will involve consideration and evaluation of several
      significant factors including but not limited to: (1) costs of bringing a
      property into production, including exploration and development work,
      preparation of production feasibility studies, and construction of mining
      facilities; (2) availability and costs of financing; (3) ongoing costs of
      mining; (4) market prices for the minerals to be produced; (5) environmental
      compliance regulations and restraints; and (6) political climate, governmental
      regulation and control. If we are unable to raise the funds necessary to
      properly evaluate our Strathy Township property, then we may not be able to
      realize the potential of this property.










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*Mining
      operations are subject to comprehensive regulation which may cause substantial
      delays or require capital outlays in excess of those anticipated causing an
      adverse effect on our company. Further, exploration and mining activities are
      subject to certain environmental regulations which may prevent or delay the
      commencement or continuance of our operations.*




Exploration
      and mining operations in Canada are subject to federal and local laws relating
      to the protection of the environment, including laws regulating removal of
      natural resources from the ground and the discharge of materials into the
      environment. Exploration and mining operations in Canada are also subject to
      federal and local laws and regulations which seek to maintain health and safety
      standards by regulating the design and use of drilling methods and equipment.
      Various permits from government bodies are required for mining operations to
      be
      conducted; no assurance can be given that such permits will be received. No
      assurance can be given that environmental standards imposed by federal or local
      authorities will not be changed or that any such changes would not have material
      adverse effects on our activities. Moreover, compliance with such laws may
      cause
      substantial delays or require capital outlays in excess of those anticipated,
      thus causing an adverse effect on us. Additionally, we may be subject to
      liability for pollution or other environmental damages which we may elect not
      to
      insure against due to prohibitive premium costs and other reasons. Our current
      exploration and drilling activities are subject to the aforementioned
      environment regulations.




Compliance
      with these laws and regulations has not had a material effect on our operations
      or financial condition to date. Specifically, we are subject to legislation
      regarding emissions into the environment, water discharges and storage and
      disposition of hazardous wastes. In addition, legislation has been enacted
      which
      requires well and facility sites to be abandoned and reclaimed to the
      satisfaction of state authorities. However, such laws and regulations are
      frequently changed and we are unable to predict the ultimate cost of compliance.
      Generally, environmental requirements do not appear to affect us any differently
      or to any greater or lesser extent than other companies in the
      industry.




Based
      upon our review of the environmental regulations that we are currently subject
      to, we believe that our future operations would comply, in all material
      respects, with all applicable environmental regulations.




*Exploration
      drilling involves many risks and we may become liable for pollution, damage
      to
      natural lands or other liabilities which may have an adverse effect on our
      financial position.*




Drilling
      operations generally involve a high degree of risk. Hazards such as unusual
      or
      unexpected geological formations, power outages, labor disruptions, inability
      to
      obtain suitable or adequate machinery, equipment or labour, and other risks
      are
      involved. We may become subject to liability for pollution or hazards against
      which we cannot adequately insure or which we may elect not to insure. Incurring
      any such liability may have a material adverse effect on our financial position
      and operations.




*As
      the Strathy Township claims are in the exploration stage there can be no
      assurance that we will establish an economically mineable deposit on our
      claims.*




Exploration
      for economic mineral deposits is a high risk venture. Few of the properties
      that
      are explored are ultimately developed into producing mines. Our property is
      in
      the exploration stage only. There can be no assurances that we will establish
      an
      economically mineable deposit.




*The
      potential profitability of mining  ventures depends upon factors
      beyond the control of our company.*




The
      potential profitability of a mining property is dependent upon many factors
      beyond our control. For instance, world prices and markets for metals and
      minerals are unpredictable, highly volatile, potentially subject to governmental
      fixing, pegging, controls, or any combination of these and other factors, and
      respond to changes in domestic, international, political, social, and economic
      environments. Additionally, due to world-wide economic uncertainty, the
      availability and cost of funds for production and other expenses have become
      increasingly difficult, if not impossible, to project. These changes and events
      may materially affect our financial performance.










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Adverse
      weather conditions can also hinder exploration drilling and development
      operations. A economic mine may become uneconomic in the event of excessive
      water inflows are encountered which impair or prevent the production of the
      mining operation. The cost of production of metals or minerals discovered will
      be affected by numerous factors beyond our control. These factors include the
      proximity to water, power, a skilled and available pool of labour and processing
      equipment, market fluctuations of prices, taxes, royalties, land tenure,
      allowable production and environmental protection. The extent of these factors
      cannot be accurately predicted but the combination of these factors may result
      in our company not receiving an adequate return on invested
      capital.




*Competition
      in the mining industry is highly competitive and there is no assurance that
      we
      will be successful in acquiring the permits required ti operate a
      mine.*




The
      mining industry is intensely competitive. We compete with numerous individuals
      and companies, including many major mining companies, which have substantially
      greater technical, financial and operational resources and staffs. Accordingly,
      there is a high degree of competition for desirable mining properties, for
      skilled labour and necessary drilling equipment, as well as for access to funds.
      There can be no assurance that the necessary funds can be raised or that any
      projected work will be completed.




*Any
      change to government regulation/administrative practices in regards to
      conducting business generally in Canada may have a negative impact on our
      ability to operate and our profitability.*




There
      is
      no assurance that the laws, regulations, policies or current administrative
      practices of any government body, organization or regulatory agency in Canada
      or
      any other jurisdiction, will not be changed, applied or interpreted in a manner
      which will fundamentally alter the ability of our company to carry on our
      business in Canada.




The
      actions, policies or regulations, or changes thereto, of any government body
      or
      regulatory agency, or other special interest groups, may have a detrimental
      effect on us. Any or all of these situations may have a negative impact on
      our
      ability to operate and/or our profitability in Canada.




*Any
      change to government regulation/administrative practices with respect t o
      aboriginal rights and entitlements may negatively impact or severely restrict
      our ability to explore and develop the Strathy Township
      property.*




There
      is
      no assurance that the laws, regulations, policies or current administrative
      practices of any government body, organization or regulatory agency in Canada
      with respect to native claims made to the lands owned by the government will
      continue unchanged. Changes in aboriginal rights to mining lands and the ability
      to access these lands may negatively impact or restrict our ability to explore
      the Strathy Township property.









**Risks
      Related to Our Common Stock**




*Trading
      of our stock may be restricted by the SEC’s “Penny Stock” regulations which may
      limit a stockholder's ability to buy and sell our stock*




The
      U.S.
      Securities and Exchange Commission has adopted regulations which generally
      define “penny stock” to be any equity security that has a market price (as
      defined) less than $5.00 per share or an exercise price of less than $5.00
      per
      share, subject to certain exceptions. Our securities are covered by the penny
      stock rules, which impose additional sales practice requirements on
      broker-dealers who sell to persons other than established customers and
“accredited investors.” The term “accredited investor” refers generally to
      institutions with assets in excess of $5,000,000 or individuals with a net
      worth
      in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
      with their spouse. The penny stock rules require a broker-dealer, prior to
      a
      transaction in a penny stock not otherwise exempt from the rules, to deliver
      a
      standardized risk disclosure document in a form prepared by the SEC which
      provides information about penny stocks and the nature and level of risks in
      the
      penny stock market. The broker-dealer also must provide the customer with
      current bid and offer quotations for the penny stock, the compensation of the
      broker-dealer and its salesperson in the transaction and monthly account
      statements showing the market value of each penny stock held in the customer's
      account. The bid and offer quotations, and the broker-dealer and salesperson
      compensation information, must be given to the customer orally or in writing
      prior to effecting the transaction and must be given to the customer in writing
      before or with the customer's confirmation. In addition, the penny stock rules
      require that prior to a transaction in a penny stock not otherwise exempt from
      these rules, the broker-dealer must make a special written determination that
      the penny stock is a suitable investment for the purchaser and receive the
      purchaser's written agreement to the transaction. These disclosure requirements
      may have the effect of reducing the level of trading activity in the secondary
      market for the stock that is subject to these penny stock rules. Consequently,
      these penny stock rules may affect the ability of broker-dealers to trade our
      securities. We believe that the penny stock rules discourage investor interest
      in and limit the marketability of, our common stock.










-
      10
      -










*Financial
      Industry Regulatory Authority sales practice requirements may also limit a
      stockholder’s ability to buy and sell our stock.*




In
      addition to the “penny stock” rules described above, the Financial Authority
      Regulatory Authority has adopted rules that require that in recommending an
      investment to a customer, a broker-dealer must have reasonable grounds for
      believing that the investment is suitable for that customer. Prior to
      recommending speculative low priced securities to their non-institutional
      customers, broker-dealers must make reasonable efforts to obtain information
      about the customer’s financial status, tax status, investment objectives and
      other information. Under interpretations of these rules, the Financial Authority
      Regulatory Authority believes that there is a high probability that speculative
      low priced securities will not be suitable for at least some customers. The
      Financial Authority Regulatory Authority requirements make it more difficult
      for
      broker-dealers to recommend that their customers buy our common stock, which
      may
      limit your ability to buy and sell our stock and have an adverse effect on
      the
      market for our shares.




*Trading
      in our common stock on the OTC Bulletin Board is limited and sporadic making
      it
      difficult for our shareholders to sell their shares or liquidate their
      investments*




Shares
      of
      our common stock are currently quoted on the OTC Bulletin Board. The trading
      price of our common stock has been subject to wide fluctuations. Trading prices
      of our common stock may fluctuate in response to a number of factors, many
      of
      which will be beyond our control. The stock market has generally experienced
      extreme price and volume fluctuations that have often been unrelated or
      disproportionate to the operating performance of companies with no current
      business operation. There can be no assurance that trading prices and price
      earnings ratios previously experienced by our common stock will be matched
      or
      maintained. These broad market and industry factors may adversely affect the
      market price of our common stock, regardless of our operating
      performance.




In
      the
      past, following periods of volatility in the market price of a company's
      securities, securities class-action litigation has often been instituted. Such
      litigation, if instituted, could result in substantial costs for us and a
      diversion of management's attention and resources.




*Because
      of the early stage of development and the nature of our business, our securities
      are considered highly speculative.*




Our
      securities must be considered highly speculative, generally because of the
      nature of our business and the early stage of its development. We are engaged
      in
      the business of exploring and, if warranted, developing commercial reserves
      of
      oil and gas. Our properties are primarily in the exploration stage only.
      Accordingly, we have not generated any revenues nor have we realized a profit
      from our operations to date and there is little likelihood that we will generate
      any revenues or realize any profits in the short term. Any profitability in
      the
      future from our business will be dependent upon locating and developing economic
      reserves of oil and gas, which itself is subject to numerous risk factors as
      set
      forth herein. Since we have not generated any revenues, we will have to raise
      additional monies through the sale of our equity securities or debt in order
      to
      continue our business operations.




*We
      do
      not intend to pay dividends on any investment in the shares of stock of our
      company.*




We
      have
      never paid any cash dividends and currently do not intend to pay any dividends
      for the foreseeable future. To the extent that we require additional funding
      currently not provided for in our financing plan, our funding sources may
      prohibit the payment of a dividend. Because we do not intend to declare
      dividends, any gain on an investment in our company will need to come through
      an
      increase in the stock’s price. This may never happen and investors may lose all
      of their investment in our company.










-
      11
      -










**Risks
      Related to Our Company**




*Our
      By-laws contain provisions indemnifying our officers and directors against
      all
      costs, charges and expenses incurred by them*




Our
      By-laws contain provisions with respect to the indemnification of our officers
      and directors against all costs, charges and expenses, including an amount
      paid
      to settle an action or satisfy a judgment, actually and reasonably incurred
      by
      him, including an amount paid to settle an action or satisfy a judgment in
      a
      civil, criminal or administrative action or proceeding to which he is made
      a
      party by reason of his being or having been one of our directors or
      officers.




*Investors'
      interests in our company will be diluted and investors may suffer dilution
      in
      their net book value per share if we issue additional shares or raise funds
      through the sale of equity securities*




Our
      corporate documents authorize the issuance of 75,000,000 shares of common stock
      with a par value of $0.001.  In the event that we are required to
      issue any additional shares or enter into private placements to raise financing
      through the sale of equity securities, investors' interests in our company
      will
      be diluted and investors may suffer dilution in their net book value per share
      depending on the price at which such securities are sold. If we issue any such
      additional shares, such issuances also will cause a reduction in the
      proportionate ownership and voting power of all other shareholders. Further,
      any
      such issuance may result in a change in our control.




*Our
      By-laws do not contain anti-takeover provisions which could result in a change
      of our management and directors if there is a take-over of our
      company*




We
      do not
      currently have a shareholder rights plan or any anti-takeover provisions in
      our
      By-laws.  Without any anti-takeover provisions, there is no deterrent
      for a take-over of our company, which may result in a change in our management
      and directors.




**ITEM
      2:  DESCRIPTION OF PROPERTY**




**Executive
      Offices**




Our
      registered statutory office is located at Empire Stock Transfer Inc., 2470
      Saint
      Rose Pkwy, Suite 304, Henderson, NV   89074.




We
      now
      maintain a head office in Thunder Bay, Ontario. We believe the space is adequate
      for our current needs and that suitable space will be available to accommodate
      our future needs. This lease is currently on a month to month contract at a
      cost
      of US $425 per month.




**ITEM
      3:  LEGAL PROCEEDINGS**




There
      are
      no legal proceedings pending or threatened against us.




**ITEM
      4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS**




No
      matters were submitted to a vote of security holders that have not been
      previously disclosed.








-
      12
      -








**PART
      II**




**ITEM
      5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**




**Market
      Information**




Our
      shares of common stock are quoted for trading on the OTC Bulletin Board under
      the symbol HEEX.OB. The OTC Bulletin Board securities are not listed and traded
      on the floor of an organized national or regional stock exchange. Instead,
      OTC
      Bulletin Board securities transactions are conducted through a telephone and
      computer network connecting dealers in stocks. OTC Bulletin Board stocks are
      traditionally smaller companies that do not meet the financial and other listing
      requirements of a regional or national stock exchange.




Our
      transfer agent is Island Stock Transfer Inc., 100 Second Avenue South, Suite
      104N, St. Petersburg, Florida 33701.




The
      high
      and the low bid prices for our common shares for each quarter are not available
      from the OTC Bulletin Board. In order for the OTC Bulletin Board to report
      the
      high and low bid prices for a particular security, there must be three market
      makers for that security. During the period from the date our common shares
      were
      first traded on the OTC Bulletin Board to the end of our August 31, 2007 fiscal
      year, there were only one or two market makers for our common stock. As such,
      the OTC Bulletin Board has not reported the high or low bid prices for our
      common shares during the periods.




We
      have
      29 shareholders of record as at the date of this annual report. As of such
      date,
      5,960,000 common shares of our company were issued and outstanding.




**Dividend
      Policy**




There
      are
      no restrictions in our articles of incorporation or bylaws that prevent us
      from
      declaring dividends.  The Nevada Revised Statutes, however, do
      prohibit us from declaring dividends where, after giving effect to the
      distribution of the dividend:




1.  We
      would not be able to pay our debts as they become due in the usual course of
      business; or




2.  Our
      total assets would be less than the sum of our total liabilities plus the amount
      that would be needed to satisfy the rights of Shareholders who have preferential
      rights superior to those receiving the distribution.




We
      have
      not declared any dividends, and we do not plan to declare any dividends in
      the
      foreseeable future.




**ITEM
      6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**




**PLAN
      OF OPERATION**




The
      following discussion should be read in conjunction with our financial statements
      and the related notes included herein. The following discussion contains
      forward-looking statements that reflect our plans, estimates and beliefs. Our
      actual results could differ materially from those discussed in the forward
      looking statements. Factors that could cause or contribute to such differences
      include, but are not limited to, those discussed below and elsewhere in this
      annual report, particularly in the section entitled “Risk Factors” in this
      annual report.




Our
      financial statements are stated in United States Dollars and are prepared in
      accordance with United States Generally Accepted Accounting
      Principles.




The
      total
      expenditures over the next 12 months required in order to complete exploration
      on the Strathy Township property and pay expenses relate to the operation of
      the
      company is expected to be $200,000. Thus far, we have not raised additional
      capital. We anticipate that this additional funding will be in the form of
      equity financing from the sale of our common stock or loans. We do not currently
      have any arrangements in place for any future equity financing or
      loans.










-
      13
      -










During
      the next 12 month period, we anticipate that we will not generate any revenue.
      Accordingly, we will be required to obtain additional financing in order to
      continue our plan of operations. We believe that debt financing will not be
      an
      alternative for funding additional phases of exploration as we do not have
      tangible assets to secure any debt financing. We anticipate that additional
      funding will be in the form of equity financing from the sale of our common
      stock or through shareholder or related party loans. However, we cannot provide
      investors with any assurance that we will be able to raise sufficient funding
      from the sale of our common stock to fund our exploration programs. In the
      absence of such financing, we will not be able to continue exploration of our
      properties and our business plan will fail. Even if we are successful in
      obtaining equity financing to fund our exploration program, there is no
      assurance that we will obtain the funding necessary to pursue any advanced
      exploration of our properties. If we do not continue to obtain additional
      financing, we will be forced to abandon our properties and our plan of
      operations




**Overview**




We
      have
      no revenues, have experienced losses since inception, have only begun to
      investigate the Strathy Township property, have been issued a going concern
      opinion by our auditors and rely upon the sale of our securities to fund
      operations.




Our
      plan
      of operation for the next 12 months is to pursue exploration programs on the
      Chambers Township property. We have met our exploration commitments under the
      mineral property option agreement. An additional cash payment of $7,500 and
      exploration expenses of $9,000 are required by January 6, 2008 to maintain
      the
      mineral property option agreement in good standing.




*Cash
      Requirements*




Assuming
      that we complete the exploration of the Strathy Township mineral property,
      we
      anticipate a cash requirement in the amount of $200,000 during the next 12
      months, mostly for diamond drilling, assaying and analysis and professional
      fees. Accordingly, we will require additional funds to implement our exploration
      and development programs. These funds may be raised through equity financing,
      debt financing, or other sources, which may result in further dilution in the
      equity ownership of our shares. There is still no assurance that we will be
      able
      to maintain operations at a level sufficient for an investor to obtain a return
      on his investment in our common stock. Further, we may continue to be
      unprofitable. We need to raise additional funds in the immediate future in
      order
      to proceed with our exploration program.




During
      the next 12 months, we anticipate that we will not generate any revenue.
      Accordingly, we will be required to obtain additional financing in order to
      continue our plan of operations. We believe that debt financing will not be
      an
      alternative for funding additional phases of exploration as we do not have
      tangible assets to secure any debt financing. We anticipate that additional
      funding will be in the form of equity financing from the sale of our common
      stock. However, we do not have any financing arranged and we cannot provide
      investors with any assurance that we will be able to raise sufficient funding
      from the sale of our common stock to fund our exploration programs. In the
      absence of such financing, we will not be able to continue exploration. Even
      if
      we are successful in obtaining equity financing, there is no assurance that
      we
      will obtain the funding necessary to pursue any advanced exploration of
      properties.




The
      net
      loss that we incurred for the year ended August 31, 2007 was $52,648, which
      was
      largely due to mineral property expenses and general and administrative
      expenses.




We
      anticipate that we will require $60,000 to cover our ongoing general and
      administrative expenses for the next 12 months.  Our cash on hand is
      not sufficient to carry out our plan of operations and pay for the costs of
      our
      general and administrative expenses for the next 12 months. Our ability to
      complete the next phase of our recommended work program will be subject to
      us
      obtaining adequate financing as these expenditures will exceed our cash
      reserves. We anticipate that additional funding will be in the form of equity
      financing from the sale of our common stock or through shareholder or related
      party loans, although there are no assurances any such financing will be
      completed.








-
      14
      -










*Off-Balance
      Sheet Arrangements*




We
      have
      no off-balance sheet arrangements that have or are reasonably likely to have
      a
      current or future effect on our financial condition, changes in financial
      condition, revenues or expenses, results of operations, liquidity, capital
      expenditures or capital resources that is material to stockholders.




*Critical
      Accounting Policies and Estimates*




The
      preparation of financial statements in conformity with United States generally
      accepted accounting principles requires our management to make estimates and
      assumptions that affect the reported amount of assets and liabilities and
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting period. Actual results could differ from those estimates. Our
      management routinely makes judgments and estimates about the effects of matters
      that are inherently uncertain.




Our
      significant accounting policies are disclosed in Note 2 to the annual financial
      statements included in our Annual Report for the year ended August 31,
      2007.




*Government
      and Industry Regulation*




Our
      business is subject to various federal, state and local laws and governmental
      regulations that may be changed from time to time in response to economic or
      political conditions. We are required to comply with the environmental
      guidelines and regulations established at the local levels for our field
      activities and access requirements on our permit lands and leases. Any
      development activities, when determined, will require, but not be limited to,
      detailed and comprehensive environmental impact assessments studies and
      approvals of local regulators.




*Employees*




We
      currently have no employees.




*Research
      and Development Expenditures*




To
      date,
      execution of our business plan has largely focused on exploration of oil and
      gas
      resources on those properties subject to which we have a participation stake.
      We
      currently do not have any plan for research and development.




*Subsidiaries*




We
      do not
      have any subsidiaries.




*Intellectual
      Property, Patents and Trademarks*




We
      do not
      have any intellectual property rights, patents or trademarks.




*Results
      of Operations*




We
      have
      not earned any revenues from our incorporation on September 30, 2005 to June
      30,
      2007. We incurred operating expenses in the amount of $73,707 for the period
      from our inception on September 30, 2005 to August 31, 2007.




These
      operating expenses were comprised of mining and exploration expenses of $13,974
      and general and administrative expenses of $59,733.




We
      have
      not attained profitable operations and are dependent upon obtaining financing
      to
      pursue exploration activities. Operating expenses for the year ended August
      31,
      2007 compared to the period from inception to August 31, 2006 were increases
      in
      mining exploration expenses and general and administrative
      expenses.










-
      15
      -










*Liquidity
      and Capital Resources*




At
      August
      31, 2007, we had working capital deficiency of $44,707. At June 30, 2007, our
      total current assets were $0 which consisted of cash and cash
      equivalents.




At
      August
      31, 2007, our total current liabilities were $44,707. Operating expenses for
      the
      year ended August 31, 2007 were $52,648 compared to $21,059 as at August 31,
      2006, an increase of $31,589.




*Off-Balance
      Sheet Arrangements*




We
      have
      no off-balance sheet arrangements that have or are reasonably likely to have
      a
      current or future effect on our financial condition, changes in financial
      condition, revenues or expenses, results of operations, liquidity, capital
      expenditures or capital resources that is material to stockholders.




*Critical
      Accounting Policies and Estimates*




The
      preparation of financial statements in conformity with United States generally
      accepted accounting principles requires our management to make estimates and
      assumptions that affect the reported amount of assets and liabilities and
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting period. Actual results could differ from those estimates. Our
      management routinely makes judgments and estimates about the effects of matters
      that are inherently uncertain.




Our
      significant accounting policies are disclosed in Note 2 to the audited financial
      statements included in this annual report on Form 10-KSB.























































-
      16
      -










**ITEM
      7:  FINANCIAL STATEMENTS**














**HERITAGE
      EXPLORATIONS INC.**




**(An
      Exploration Stage Company)**














**FINANCIAL
      STATEMENTS**














**AUGUST
      31, 2007**






























-
      17
      -










**REPORT
      OF INDEPENDENT REGISTERED ACCOUNTING FIRM**








Shareholders
        and Board of Directors
 Heritage
        Explorations, Inc.
 
 We
        have
        audited the accompanying balance sheet of Heritage Explorations, Inc. (an
        exploration stage company) as of August 31, 2007, and the related statements
        of
        operations, stockholders' equity, and cash flows for the years ended August
        31,
        2007 and the periods September 30, 2005 (inception) to August 31, 2006 and
        September 30, 2005 (inception) to August 31, 2007. These financial statements
        are the responsibility of the Company’s management. Our responsibility is to
        express an opinion on these financial statements based on our
        audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audits to obtain reasonable assurance about whether the
        financial statements are free of material misstatement.  An audit
        includes examining, on a test basis, evidence supporting the amounts and
        disclosures in the financial statements.  An audit also includes
        assessing the accounting principles used and significant estimates by
        management, as well asevaluating the overall
        financial statement presentation. We believe that
        our audits provide a reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above presebt fairly, in all
        material respects, the financials position of Heritage Explorations, Inc.
        (an
        exploration stage company) as of August 31, 2007, and the results of its
        operations and its cash flows for the years ended August 31, 2007 and the
        2007,
        and the periods September 30, 2005 (inception) to August 31, 2006 and September
        30, 2005 (inception) to August 31, 2007, in conformity with accounting
        principles generally accepted in the United States of America.
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern.  As discussed in Note 1 to the
        financial statements, the Company has negative working capital, has suffered
        losses from operations and anticipates further losses in the development
        of its
        business.  These factors raise substantial doubt about the Company’s
        ability to continue as a going concern.  The financial statements do
        not include any adjustments that might result from the outcome of this
        uncertainty.
  
 /s/
        Stark
        Winter Schenkein &Co., LLP
 
 Denver,
        Colorado
 November
        2, 2007
































-
      18
      -








HERITAGE
      EXPLORATIONS,
      INC.


(AN
      EXPLORATION STAGE
      COMPANY)


BALANCE
      SHEET


AUGUST
      31, 2007








ASSETSCURRENT
                ASSETSCash
            
            $
            -LIABILITIES
                AND STOCKHOLDERS'
                (DEFICIT)CURRENT
                LIABILITIESBank
                overdraft
            
            $
            1,990Accrued
                expenses
            
            
            12,717Shareholder
                loans
            
            
            30,000Total
                current
                liabilities
            
            
            44,707STOCKHOLDERS'
                (DEFICIT)Common
                stock, $0.001 par value,
                75,000,000 shares authorized 5,960,000 shares issued, and
                outstanding
            
            
            5,960Additional
                paid in
                capital
            
            
            23,040(Deficit)
                accumulated during the
                exploration stage
            
            
            (73,707
            )(44,707
            )TOTAL
                LIABILITIES AND
                STOCKHOLDERS' (DEFICIT)
            
            $
            -






































See
      the
      accompanying notes to the financial statements.








-
      19
      -








HERITAGE
      EXPLORATIONS,
      INC.


(AN
      EXPLORATION STAGE
      COMPANY)


STATEMENT
      OF
      OPERATIONS











Year
                Ended
              August
                31,
                2007
            
            
            Inception
                (September 30, 2005)
                to
              August
                31,
                2006
            
            
            Inception
                (September 30, 2005)
                to
              August
                31,
                2007Revenues
            
            $
            -
            
            
            $
            -
            
            
            $
            -Mineral
                property
                expenses
            
            
            11,474
            
            
            
            2,500
            
            
            
            13,974General
                and administrative
                expenses
            
            
            41,174
            
            
            
            18,559
            
            
            
            59,73352,648
            
            
            
            21,059
            
            
            
            73,707Net
                (loss) before income
                taxes
            
            
            (52,648
            )
            
            
            (21,059
            )
            
            
            (73,707
            )Income
                taxes
            
            
            -
            
            
            
            -
            
            
            
            -Net
                (loss)
            
            $
            (52,648
            )
            
            $
            (21,059
            )
            
            $
            (73,707
            )Weighted
                average common shares
                outstanding - basic and diluted
            
            
            5,960,000
            
            
            
            2,204,328
            
            
            
            4,162,643Net
                (loss) per common share -
                basic and diluted
            
            $
            (0.01
            )
            
            $
            (0.01
            )
            
            $
            (0.02
            )
































See
      the
      accompanying notes to the financial statements.








-
      20
      -










HERITAGE
      EXPLORATIONS, INC.


(AN
      EXPLORATION STAGE
      COMPANY)


STATEMENT
      OF CASH
      FLOWS








Year
                Ended
                August
                  31, 2007
            
            
            Inception
                (September
                  30, 2005) to
                August
                  31, 2006
            
            
            Inception
                (September
                  30, 2005) to
                August
                  31, 2007Cash
                flow from operating
                activities:Net
                (loss)
            
            $
            (52,648
            )
            
            $
            (21,059
            )
            
            $
            (73,707
            )Adjustments
                to reconcile net
                (loss) to net cash (used in) operating activities:Increase
                in accounts payable and
                accrued expenses
            
            
            6,264
            
            
            
            6,453
            
            
            
            12,717Net
                cash (used in) operating
                activities
            
            
            (46,384
            )
            
            
            (14,606
            )
            
            
            (60,990
            )Cash
                flows from investing
                activities:Net
                cash provided by investing
                activities
            
            
            -
            
            
            
            -
            
            
            
            -Cash
                flows from financing
                activities:Proceeds
                from shareholder
                loan
            
            
            30,000
            
            
            
            -
            
            
            
            30,000Bank
                overdraft
            
            
            1,990
            
            
            
            -
            
            
            
            1,990Issuance
                of capital stock for
                cash
            
            
            -
            
            
            
            29,000
            
            
            
            29,000Net
                cash provided by financing
                activities
            
            
            31,990
            
            
            
            29,000
            
            
            
            60,990Increase (Decrease)
                in
                cash
            
            
            (14,394
            )
            
            
            14,394
            
            
            
            -Cash
                -  beginning of
                period
            
            
            14,394
            
            
            
            -
            
            
            
            -Cash
                - end of
                period
            
            $
            -
            
            
            $
            14,394
            
            
            $
            -




















See
      the
      accompanying notes to the financial statements.








-
      21
      -








HERITAGE
      EXPLORATIONS,
      INC


(AN
      EXPLORATION STAGE
      COMPANY)


STATEMENT
      OF STOCKHOLDERS'
      (DEFICIT)


PERIOD
      FROM SEPTEMBER 30, 2005
      (INCEPTION) TO AUGUST 31, 2007





COMMON
                STOCK
            
            
            ADDITIONAL
                PAID-IN
            
            
            (DEFICIT)
                ACCUMULATED DURING THE
                EXPLORATIONSHARES
            
            
            AMOUNT
            
            
            CAPITAL
            
            
            STAGE
            
            
            TOTALBalance
                September 30, 2005 (date
                of Inception)
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Issuance
                of Common Stock for cash
                at $.001, March 2006
            
            
            4,500,000
            
            
            
            4,500
            
            
            
            -
            
            
            
            -
            
            
            
            4,500Issuance
                of Common Stock for cash
                at $.01, August 2006
            
            
            1,350,000
            
            
            
            1,350
            
            
            
            12,150
            
            
            
            -
            
            
            
            13,500Issuance
                of Common Stock for cash
                at $.01, August 2006
            
            
            110,000
            
            
            
            110
            
            
            
            10,890
            
            
            
            -
            
            
            
            11,000Net
                (Loss) for the
                Period
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (21,059
            )
            
            
            (21,059
            )Balance
                August 31,
                2006
            
            
            5,960,000
            
            
            
            5,960
            
            
            
            23,040
            
            
            
            (21,059
            )
            
            
            7,941Net
                (Loss)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (52,648
            )
            
            
            (52,648
            )Balance
                August 31,
                2007
            
            
            5,960,000
            
            
            $
            5,960
            
            
            $
            23,040
            
            
            $
            (73,707
            )
            
            $
            (44,707
            )




















See
      the
      accompanying notes to the financial statements.








-
      22
      -








**HERITAGE
      EXPLORATIONS INC.**


**(An
      Exploration Stage Company)**





**NOTES
      TO FINANCIAL STATEMENTS**





**AUGUST
      31, 2007**








**NOTE
      1. NATURE AND CONTINUANCE OF OPERATIONS**





The
      Company was incorporated in the State of Nevada on September 30, 2005. The
      Company is an Exploration Stage Company as defined by Statement of Financial
      Accounting Standards (“SFAS”) No. 7. The Company has acquired a mineral property
      located in the Province of Ontario, Canada and has not yet determined whether
      this property contains reserves that are economically recoverable. The
      recoverability of property expenditures will be dependent upon the discovery
      of
      economically recoverable reserves, confirmation of the Company’s interest in the
      underlying property, the ability of the Company to obtain necessary financing
      to
      satisfy the expenditure requirements under the property agreement and upon
      future profitable production or proceeds for the sale thereof.






These
      financial statements have been prepared on a going concern basis. The Company
      has incurred losses since inception resulting in an accumulated deficit of
      $73,706 since inception and further losses are anticipated in the development
      of
      its business, raising substantial doubt about the Company’s ability to continue
      as a going concern. Its ability to continue as a going concern is dependent
      upon
      the ability of the Company to generate profitable operations in the future
      and/or to obtain the necessary financing to meet its obligations and repay
      its
      liabilities arising from normal business operations when they come
      due.  Management has plans to seek additional capital through a
      private placement and public offering of its common stock.  The
      financial statements do not include any adjustments relating to the
      recoverability and classification of recorded assets, or the amounts of and
      classification of liabilities that might be necessary in the event the Company
      cannot continue in existence.









The
      Company’s fiscal year end is August 31.





**NOTE
      2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**







**Use
      of Estimates**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the amounts reported in the financial
      statements and accompanying notes. Actual results could differ from those
      estimates.





**Cash
      and Cash Equivalents**





The
      Company considers all highly liquid investments with an original maturity of
      three months or less to be cash equivalents.





**Mineral
      Property Costs**





The
      Company has been in the exploration stage since its formation on September
      30,
      2005, and has not yet realized any revenues from its planned operations. It
      is
      primarily engaged in the acquisition and exploration of mining properties.
      Mineral property acquisition and exploration costs are charged to operations
      as
      incurred. When it has been determined that a mineral property can be
      economically developed as a result of establishing proven and probable reserves,
      the costs incurred to develop such property are capitalized. Such costs will
      be
      amortized using the units-of-production method over the estimated life of the
      probable reserve.











-
      23
      -








**HERITAGE
      EXPLORATIONS INC.**


**(An
      Exploration Stage Company)**





**NOTES
      TO FINANCIAL STATEMENTS**





**AUGUST
      31, 2007**








**Revenue
      Recognition**





In
      general, the Company records revenue when persuasive evidence of an arrangement
      exists, services have been rendered or product delivery has occurred, the sales
      price to the customer is fixed or determinable, and collectability is reasonably
      assured.





**Fair
      Value of Financial Instruments**





Fair
      value estimates discussed herein are based upon certain market assumptions
      and
      pertinent information available to management as of August 31, 2006. The
      respective carrying value of certain on-balance-sheet financial instruments
      approximated their fair values. These financial instruments include cash,
      accounts payable and accrued expenses. Fair values were assumed to approximate
      carrying values for these financial instruments because they are short term
      in
      nature and their carrying amounts approximate fair value or they are payable
      on
      demand.





**Impairment
      of Long Lived Assets**





Long
      lived assets and certain identifiable intangibles held and used by the Company
      are reviewed for possible impairment whenever events or circumstances indicate
      the carrying amount of an asset may not be recoverable or is
      impaired.





**Segment
      Reporting**





The
      Company follows SFAS 131, “Disclosures About Segments of an Enterprise and
      Related information.” The Company operates as a single segment and will evaluate
      additional segment disclosure requirements as it expands its
      operations.





**Environmental
      Costs**





Environmental
      expenditures that relate to current operations are charged to operations or
      capitalized as appropriate. Expenditures that relate to an existing condition
      caused by past operations, and which do not contribute to current or future
      revenue generation, are charged to operations. Liabilities are recorded when
      environmental assessments and/or remedial efforts are probable, and the cost
      can
      be reasonably estimated. Generally, the timing of these accruals coincides
      with
      the earlier of completion of a feasibility study or the Company’s commitments to
      a plan of action based on the then known facts.











-
      24
      -








**HERITAGE
      EXPLORATIONS INC.**


**(An
      Exploration Stage Company)**





**NOTES
      TO FINANCIAL STATEMENTS**





**AUGUST
      31, 2007**








**Income
      Taxes**





The
      Company follows SFAS 109, "Accounting for Income Taxes" for recording the
      provision for income taxes. Deferred tax assets and liabilities are computed
      based upon the difference between the financial statement and income tax basis
      of assets and liabilities using the enacted marginal tax rate applicable when
      the related asset or liability is expected to be realized or settled. Deferred
      income tax expenses or benefits are based on the changes in the asset or
      liability each period. If available evidence suggests that it is more likely
      than not that some portion or all of the deferred tax assets will not be
      realized, a valuation allowance is required to reduce the deferred tax assets
      to
      the amount that is more likely than not to be realized. Future changes in such
      valuation allowance are included in the provision for deferred income taxes
      in
      the period of change.







**Recent
      Pronouncements**


In
        September 2006, the Financial Accounting Standards Board issued Statement
        of
        Financial Accounting Standards No. 157, “Fair Value Measurements” which defines
        fair value, establishes a framework for measuring fair value in generally
        accepted accounting principles (GAAP), and expands disclosures about fair
        value
        measurements. Where applicable, SFAS No. 157 simplifies and codifies
        related guidance within GAAP and does not require any new fair value
        measurements. SFAS No. 157 is effective for financial statements issued for
        fiscal years beginning after November 15, 2007, and interim periods within
        those fiscal years. Earlier adoption is encouraged. The Company does
        not expect the adoption of SFAS No. 157 to have a significant effect on its
        financial position or results of operation.
  In
        September 2006, the United States Securities and Exchange Commission (“SEC”)
        issued SAB No. 108, “Considering the Effects of Prior Year Misstatements
        when Quantifying Misstatements in Current Year Financial Statements.” This SAB
        provides guidance on the consideration of the effects of prior year
        misstatements in quantifying current year misstatements for the purpose of
        a
        materiality assessment. SAB 108 establishes an approach that requires
        quantification of financial statement errors based on the effects of each
        of the
        company’s balance sheet and statement of operations financial statements and the
        related financial statement disclosures. The SAB permits existing public
        companies to record the cumulative effect of initially applying this approach
        in
        the first year ending after November 15, 2006, by recording the necessary
        correcting adjustments to the carrying values of assets and liabilities as
        of
        the beginning of that year with the offsetting adjustment recorded to the
        opening balance of retained earnings. Additionally, the use of the cumulative
        effect transition method requires detailed disclosure of the nature and amount
        of each individual error being corrected through the cumulative adjustment
        and
        how and when it arose. The Company is currently evaluating the impact, if
        any,
        that SAB 108 may have on the Company’s financial position or results of
        operations.


On
      February 15, 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS
      No. 159, “*The Fair Value Option for Financial Assets and Financial
      Liabilities”*(SFAS No. 159). SFAS No. 159 permits entities to choose to
      measure many financial instruments and other items at fair value. The objective
      it to improve financial reporting by providing entities with the opportunity
      to
      mitigate volatility in reported earnings caused by measuring related assets
      and
      liabilities differently without having to apply complex hedge accounting
      procedures. SFAS No. 159 also establishes presentation and disclosure
      requirements designed to facilitate comparisons between companies that choose
      different measurement attributes for similar types of assets and liabilities.
      The Statement is expected to expand the use of fair value measurements, which
      is
      consistent with the Boards long-term measurement objectives for accounting
      for
      financial instruments. SFAS No. 159 is effective for the Company’s 2009 fiscal
      year and will be required to be adopted by the Company effective July 1, 2008.
      Management at this time has not evaluated the impact, if any, of adopting SFAS
      No. 159 on its consolidated financial statements.





**Net
      Income (Loss) Per Common Share**





The
      Company calculates net income (loss) per share as required by SFAS 128,
      "Earnings per Share." Basic earnings (loss) per share is calculated by dividing
      net income (loss) by the weighted average number of common shares outstanding
      for the period. Diluted earnings (loss) per share is calculated by dividing
      net
      income (loss) by the weighted average number of common shares and dilutive
      common stock equivalents outstanding. During the periods when anti-dilutive,
      common stock equivalents, if any, are not considered in the
      computation.





**NOTE
      3. MINERAL PROPERTY**





Pursuant
      to a mineral property option agreement (the “Agreement”) dated August 6, 2006,
      the Company was granted an option to acquire a 100% undivided right, title
      and
      interest of a total of 2 mineral claim units, located in Strathy Township in
      the
      Sudbury Mining Division of Ontario, Canada for:











-
      25
      -








**HERITAGE
      EXPLORATIONS INC.**


**(An
      Exploration Stage Company)**





**NOTES
      TO FINANCIAL STATEMENTS**





**AUGUST
      31, 2007**





a)  Cash
      Payments totaling $40,000 as follows:





-
            $2,500
                upon execution of the Agreement
                (paid);


-
            an
                additional $7,500 by January 6,
                2008;


-
            an
                additional $10,000 by January 6,
                2009;


-
            an
                additional $20,000 by January 6,
                2010;





b)  Expenditure
      Commitments





Incurring
      exploration and development work on the Claim totaling at least $145,000 by
      June
      6, 2011, as follows:





-
            $6,000
                in expenditures on the Claim by August 6, 2007;
                (paid)


-
            an
                additional $9,000 in expenditures on the Claim by January 6,
                2008;


-
            an
                additional $25,000 in expenditures on the Claim by January 6,
                2009;


-
            an
                additional $45,000 in expenditures on the Claim by January 6, 2010;
                and


-
            an
                additional $60,000 in expenditures on the Claim by January 6,
                2011.





c)  Royalty
      Payments





On
      the
      date commercial production commences the Company shall pay the optionor 3%
      of
      net smelter returns.  The company shall be entitled to, but under no
      obligation whatsoever, purchase up to 2% of the 3% royalty from the optionor
      at
      a rate of $500,000 per 0.5% of net smelter return.


The
      Company shall have no obligation whatsoever to place the Property into
      commercial production.





d)
      Assessment Work





Paying
      to
      the Optionor, or on the Optionor’s behalf all Claim payments and assessment work
      required to keep the Claim and the Option in good standing during the term
      of
      the Agreement.

















-
      26
      -








**HERITAGE
      EXPLORATIONS INC.**


**(An
      Exploration Stage Company)**





**NOTES
      TO FINANCIAL STATEMENTS**





**AUGUST
      31, 2007**







In
      addition, the Company will pay a royalty equal to 2% of the average appraised
      value of all gem and industrial diamonds recovered, sorted and graded from
      the
      Property.





**NOTE
      4. SHAREHOLDER LOANS**





A
      director of the Company provided loans of $30,000 to the Company during the
      period ended August 31, 2007.  The loans are non-interest bearing,
      unsecured and payable upon demand.





**NOTE
      5. COMMON STOCK**





The
      total
      number of authorized shares of common stock that may be issued by the Company
      is
      75,000,000 with a par value of $0.001 per share.





During
      the period from September 30, 2005 (Inception) to August 31, 2007, the Company
      issued 5,960,000 common shares for total cash proceeds of $29,000.





**NOTE
      6. INCOME TAXES**





Potential
      benefits of income tax losses are not recognized in the accounts until
      realization is more likely than not. The Company has incurred net operating
      losses of $73,706 which expire in 2027. Pursuant to SFAS No. 109 the Company
      is
      required to compute tax asset benefits for net operating losses carried forward.
      Potential benefit of net operating losses have not been recognized in these
      financial statements because the Company cannot be assured it is more likely
      than not it will utilize the net operating losses carried forward in future
      years.





The
      components of the net deferred tax asset at August 31, 2007, and the statutory
      tax rate, the effective tax rate and the elected amount of the valuation
      allowance are indicated below:





Net
                operating (loss)
            
            $
            (73,707
            )Statutory
                tax rate
            
            
            34%Effective
                tax rate
            
            
            -Deferred
                tax asset
            
            $
            25,060Valuation
                allowance
            
            $
            (25,060
            )Net
                deferred tax asset
            
            $
            -





**NOTE
      7. SUBSEQUENT EVENTS**







A
      director of the Company provided a loan****of $5,000 on
      September 19, 2007. ****The loan is non-interest bearing,
      unsecured and payable on demand.










-
      27
      -










**ITEM
      8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE**




**Changes
      in and Disagreement with Accountants on Accounting and Financial
      Disclosure**




We
      engaged Stark Winter Schenkein & Co., LLP as our principal independent
      auditors.




The
      report on 10-KSB dated November 2, 2007 on our balance sheet for the year ended
      August 31, 2006, the related statements of operations, stockholders’ equity
      (deficit) and cash flows for the year ended August 31, 2006, and for the period
      from September 30, 2005 (inception) to August 31, 2007 did not contain an
      adverse opinion or disclaimer of opinion, nor was it modified as to uncertainty,
      audit scope, or accounting principles, other than to state that there is
      substantial doubt as to our ability to continue as a going concern.




In
      connection with the audits of the period from September 30, 2005 (inception)
      to
      August 31, 2007 and during the subsequent interim period through to present
      date, there were no disagreements with Stark Winter Schenkein & Co., LLP on
      any matter of accounting principles or practices, financial statement
      disclosure, or auditing scope or procedures, which disagreements if not resolved
      to the satisfaction of Stark Winter Schenkein & Co., LLP would have caused
      them to make reference thereto in their reports on our audited financial
      statements.




**ITEM
      8A:  CONTROLS AND PROCEDURES**




As
      required by Rule 13a-15 under the Exchange Act, we have carried out an
      evaluation of the effectiveness of the design and operation of our company's
      disclosure controls and procedures as of the end of the period covered by this
      annual report, being August 31, 2007.  This evaluation was carried out
      under the supervision and with the participation of our company's president
      and
      treasurer.




Our
      management does not expect that our disclosure controls or our internal controls
      over financial reporting will prevent all error and fraud.  A control
      system, no matter how well conceived and operated, can provide only reasonable,
      but no absolute, assurance that the objectives of a control system are
      met.  Further, any control system reflects limitations on resources,
      and the benefits of a control system must be considered relative to its
      costs.  These limitations also include the realities that judgments in
      decision-making can be faulty and that breakdowns can occur because of simple
      error or mistake.  Additionally, controls can be circumvented by the
      individual acts of some persons, by collusion of two or more people or by
      management override of a control.  A design of a control system is
      also based upon certain assumptions about potential future conditions; over
      time, controls may become inadequate because of changes in conditions, or the
      degree of compliance with the policies or procedures may
      deteriorate.  Because of the inherent limitations in a cost-effective
      control system, misstatements due to error or fraud may occur and may not be
      detected.




Based
      upon that evaluation, our company's sole director and officer concluded that
      our
      company's disclosure controls and procedures are effective as at the end of
      the
      period covered by this report.  There have been no changes in our
      internal controls over financial reporting that occurred during the period
      covered by this report that have materially affected, or are reasonably likely
      to materially affect our internal controls over financial
      reporting.




Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our company's reports filed
      or submitted under 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 controls and procedures designed to ensure that information required
      to
      be disclosed in our company's reports filed under the Exchange Act is
      accumulated and communicated to our president and treasurer as appropriate,
      to
      allow timely decisions regarding required disclosure.








-
      28
      -








**PART
      III**




**ITEM
      9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND
      CORPORATE GOVERNANCE, COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
      ACT**




**Directors
      and Executive Officers, Promoters and Control Persons**




The
      following individuals serve as the directors and executive officers of our
      company.  All directors of our company hold office until the next
      annual meeting of our shareholders or until their successors have been elected
      and qualified.  The executive officers of our company are appointed by
      our board of directors and hold office until their death, resignation or removal
      from office.





**Name**
            
            **Position
                Held with our Company**
            
            **Age**
            
            **Date
                First Elected or Appointed**Terry
                Desjardins
            
            President,
                Secretary, Treasurer and Director
            
            51
            
            September
                30, 2005




*Business
      Experience*




The
      following is a brief account of the education and business experience during
      at
      least the past five years of Mr. Terry Desjardins, our chief executive officer,
      treasurer a, secretary and a director of our company, indicating his principal
      occupation during that period, and the name and principal business of the
      organization in which such occupation and employment were carried
      out.




Terry
      Desjardins







Terry****has
      acted as our president, treasurer, secretary, chief executive officer and as
      a
      director since our incorporation on September 30, 2005. Since February 2004
      to
      present, Mr. Desjardins has been employed d by Black River logging. An
      independent forestry harvesting company where Mr. Desjardins operates a variety
      of mechanized forestry harvesting equipment. Prior to February 2004 Mr.
      Desjardins worked for the Williams Mine. The Williams Mine is a joint venture
      operation equally owned by Barrick Gold Corp. and Teck-Cominco Ltd., and
      operates one of Canada’s largest underground gold mines. Mr. Desjardins was a
      development miner and operated a variety of mechanized mining
      equipment.





Mr.
      Desjardins does not have any professional training or technical credentials
      in
      the exploration, development and operation of mines.




*Involvement
      in Certain Legal Proceedings*




None
      of
      our directors, executive officers, promoters or control persons have been
      involved in any of the following events during the past five years:




1.
            any
                bankruptcy petition filed by or against any business of which such
                person
                was a general partner or executive officer either at the time of
                the
                bankruptcy or within two years prior to that
                time;




2.
            any
                conviction in a criminal proceeding or being subject to a pending
                criminal
                proceeding (excluding traffic violations and other minor
                offences);




3.
            being
                subject to any order, judgment, or decree, not subsequently reversed,
                suspended or vacated, of any court of competent jurisdiction, permanently
                or temporarily enjoining, barring, suspending or otherwise limiting
                his
                involvement in any type of business, securities or banking activities;
                or




4.
            being
                found by a court of competent jurisdiction (in a civil action), the
                Securities and Exchange Commission or the Commodity Futures Trading
                Commission to have violated a federal or state securities or commodities
                law, and the judgment has not been reversed, suspended, or
                vacated.










-
      29
      -










*Committees
      of the Board*




All
      proceedings of our board of directors were conducted by resolutions consented
      to
      in writing by all the directors and filed with the minutes of the proceedings
      of
      the directors.  Such resolutions consented to in writing by the
      directors entitled to vote on that resolution at a meeting of the directors
      are,
      according to the corporate laws of the state of Nevada and the bylaws of our
      company, as valid and effective as if they had been passed at a meeting of
      the
      directors duly called and held.




Our
      company currently does not have nominating, compensation or audit committees
      or
      committees performing similar functions nor does our company have a written
      nominating, compensation or audit committee charter.  Our board of
      directors does not believe that it is necessary to have such committees because
      it believes that the functions of such committees can be adequately performed
      by
      the sole director.




Our
      company does not have any defined policy or procedure requirements for
      shareholders to submit recommendations or nominations for
      directors.  The sole director believes that, given the early stage of
      our development, a specific nominating policy would be premature and of little
      assistance until our business operations develop to a more advanced
      level.  Our company does not currently have any specific or minimum
      criteria for the election of nominees to the sole director and we do not have
      any specific process or procedure for evaluating such nominees.  The
      sole director assesses all candidates, whether submitted by management or
      shareholders, and makes recommendations for election or
      appointment.




A
      shareholder who wishes to communicate with our board of directors may do so
      by
      directing a written request addressed to our Chief Executive Officer, at the
      address appearing on the first page of this annual report.




*Audit
      Committee Financial Expert*




Our
      board
      of directors has determined that we do not have a board member that qualifies
      as
      an “audit committee financial expert” as defined in Item 401(e) of Regulation
      S-B, nor do we have a board member that qualifies as “independent” as the term
      is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange
      Act
      of 1934, as amended, and as defined by Rule 4200(a)(14) of NASDAQ Marketplace
      Rules.




We
      believe that our board of directors is capable of analyzing and evaluating
      our
      financial statements and understanding internal controls and procedures for
      financial reporting.  The sole director of our company does not
      believe that it is necessary to have an audit committee because our company
      believes that the functions of an audit committees can be adequately performed
      by our board of directors.  In addition, we believe that retaining an
      independent director who would qualify as an “audit committee financial expert”
would be overly costly and burdensome and is not warranted in our circumstances
      given the early stages of our development.




*Section
      16(a) Beneficial Ownership Compliance*




Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires our executive
      officers and directors and persons who own more than 10% of a registered class
      of our equity securities to file with the Securities and Exchange Commission
      initial statements of beneficial ownership, reports of changes in ownership
      and
      annual reports concerning their ownership of our shares of common stock and
      other equity securities, on Forms 3, 4 and 5, respectively.  Executive
      officers, directors and greater than 10% shareholders are required by the
      Securities and Exchange Commission regulations to furnish us with copies of
      all
      Section 16(a) reports they file.




Based
      solely on our review of the copies of such forms received by our company, or
      written representations from certain reporting persons that no Form 5s were
      required for those persons, we believe that, during the fiscal year ended August
      31, 2007, all filing requirements applicable to our officers, directors and
      greater than 10% beneficial owners as well as our officers, directors and
      greater than 10% beneficial owners of our subsidiaries were complied with,
      with
      the exception of the following:










-
      30
      -








**Name**
            
            **Number
                of Late Reports**
            
            **Number
                of Transactions Not Reported on a Timely Basis**
            
            **Failure
                to File Required Forms**Terry
                Desjardins
            
            
            
            1
            
            11
                Mr.
                Desjardins have not filed any insider
                reports.




*Code
      of Ethics*




Effective
      November 2, 2007, our company's board of directors adopted a Code of Business
      Conduct and Ethics that applies to, among other persons, our company's president
      (being our principal executive officer) and our company's secretary (being
      our
      principal financial and accounting officer and controller), as well as persons
      performing similar functions. As adopted, our Code of Business Conduct and
      Ethics sets forth written standards that are designed to deter wrongdoing and
      to
      promote:




(1)  honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;




(2)  full,
      fair, accurate, timely, and understandable disclosure in reports and documents
      that we file with, or submit to, the Securities and Exchange Commission and
      in
      other public communications made by us;




(3)  compliance
      with applicable governmental laws, rules and regulations;




(4)  the
      prompt internal reporting of violations of the Code of Business Conduct and
      Ethics to an appropriate person or persons identified in the Code of Business
      Conduct and Ethics; and




(5)  accountability
      for adherence to the Code of Business Conduct and Ethics.




Our
      Code
      of Business Conduct and Ethics requires, among other things, that all of our
      company's personnel shall be accorded full access to our president and secretary
      with respect to any matter which may arise relating to the Code of Business
      Conduct and Ethics. Further, all of our company's personnel are to be accorded
      full access to our company's board of directors if any such matter involves
      an
      alleged breach of the Code of Business Conduct and Ethics by our president
      or
      secretary.




In
      addition, our Code of Business Conduct and Ethics emphasizes that all employees,
      and particularly managers and/or supervisors, have a responsibility for
      maintaining financial integrity within our company, consistent with generally
      accepted accounting principles, and federal, provincial and state securities
      laws. Any employee who becomes aware of any incidents involving financial or
      accounting manipulation or other irregularities, whether by witnessing the
      incident or being told of it, must report it to his or her immediate supervisor
      or to our company's president or secretary. If the incident involves an alleged
      breach of the Code of Business Conduct and Ethics by the president or secretary,
      the incident must be reported to any member of our board of directors. Any
      failure to report such inappropriate or irregular conduct of others is to be
      treated as a severe disciplinary matter. It is against our company policy to
      retaliate against any individual who reports in good faith the violation or
      potential violation of our company's Code of Business Conduct and Ethics by
      another.




Our
      Code
      of Business Conduct and Ethics is filed as Exhibit 14.1 to this annual report
      on
      Form 10-KSB. We will provide a copy of the Code of Business Conduct and Ethics
      to any person without charge, upon request. Requests can be sent
      to:  Heritage Explorations, Inc at 130 South Brodie Street, Suite 510,
      Thunder Bay, Ontario P7E 6M3.




**ITEM
      10:  EXECUTIVE COMPENSATION**




**Executive
      Compensation**




The
      particulars of compensation paid to the following persons:




(a)
            our
                principal executive officer;










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(b)
            each
                of our two most highly compensated executive officers who were serving
                as
                executive officers at the end of the year ended August 31, 2007;
                and




(c)
            up
                to two additional individuals for whom disclosure would have been
                provided
                under (b) but for the fact that the individual was not serving as
                our
                executive officer at the end of the year ended August 31,
                2007,




who
      we
      will collectively refer to as our named executive officers, of our company
      for
      the year ended August 31, 2007 and the period September 30, 2005 (inception)
      to
      August 31, 2007, are set out in the following summary compensation table, except
      that no disclosure is provided for any named executive officer, other than our
      principal executive officers, whose total compensation does not exceed $100,000
      for the respective fiscal year: The table below  summarizes
      all  compensation  awarded to, earned by, or paid to our
      executive officers by any person for all services rendered in all capacities
      to
      us for the fiscal year ended August 31, 2007.

































































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**SUMMARY
                COMPENSATION TABLE****Name**
              **and
                Principal Position**
            
            **Year**
            
            **Salary**
              **($)**
            
            **Bonus**
              **($)**
            
            **Stock
                Awards**
              **($)**
            
            **Option
                Awards**
              **($)**
            
            **Non-Equity
                Incentive Plan Compensation**
              **($)**
            
            **Change
                in Pension**
              **Value
                and Nonqualified Deferred Compensation Earnings**
              **($)**
            
            **All**
              **Other
                Compensation**
              **($)**
            
            **Total**
              **($)**Terry
                Desjardins, President,Secretary, Treasurer and Director
            
            2007
              2006
            
            Nil
              N/A
            
            Nil
              N/A
            
            Nil
              N/A
            
            Nil
              N/A
            
            Nil
              N/A
            
            Nil
              N/A
            
            Nil
              $5,000
            
            Nil
              $5,000




*Employment
      Contracts and Termination of Employment Arrangements*




No
      directors fees have been paid.




*Stock
      Option Plan*




Currently,
      our company does not have a stock option plan in favor of any director, officer,
      consultant or employee of our company.




*Stock
      Options/SAR Grants*




Our
      company did not grant any options or stock appreciation rights during our fiscal
      year ended August 31, 2007.




*Aggregated
      Option Exercises in Last Fiscal Year and Fiscal Year-End
      Values*




There
      were no options exercised during our fiscal year ended August- 31, 2007 by
      any
      officer or director of our company.




*Directors
      Compensation*




We
      reimburse our directors for expenses incurred in connection with attending
      board
      meetings but did not pay director's fees or other cash compensation for services
      rendered as a director during our fiscal year ended August 31,
      2007.




We
      have
      no present formal plan for compensating our directors for their service in
      their
      capacity as directors.  Directors are entitled to reimbursement for
      reasonable travel and other out-of-pocket expenses incurred in connection with
      attendance at meetings of our board of directors.  The sole director
      may award special remuneration to any director undertaking any special services
      on behalf of our company other than services ordinarily required of a
      director.  Members of special or standing committees may be allowed
      like reimbursement and compensation for attending committee
      meetings.




*Indebtedness
      of Directors, Senior Officers, Executive Officers and Other
      Management*




None
      of
      the directors or executive officers of our company or any associate or affiliate
      of our company during the last two fiscal years, is or has been indebted to
      our
      company by way of guarantee, support agreement, letter of credit or other
      similar agreement or understanding currently outstanding.





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**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS**




*Principal
      Stockholders*




The
      following table sets forth, as of November 2, 2007, certain information with
      respect to the beneficial ownership of our common stock by each stockholder
      known by us to be the beneficial owner of more than 5% of our common stock,
      as
      well as by each of our current directors and executive officers as a
      group.  Each person has sole voting and investment power with respect
      to the shares of common stock, except as otherwise
      indicated.  Beneficial ownership consists of a direct interest in the
      shares of common stock, except as otherwise indicated.




**Name
                and Address of Beneficial Owner**
            
            **Title
                of Class**
            
            **Amount
                and**
              **Nature
                of**
              **Beneficial**
              **Ownership(1)**
            
            **Percentage**
              **of
                Class(1)**Terry
                Desjardins
              13
                Heron Drive
              Manitouwadge,
                ON  P0T 32C0
            
            common
                stock
            
            2,500,000
                (D)
            
            41.94%*Directors
                and Executive Officers as a Group (1 person)*
            
            *common
                stock*
            
            *2,500,000*
            
            *41.94%*




(1)
            Based
                on 5,960,000 shares of common stock issued and outstanding as
                of  November 2, 2007.  Except as otherwise indicated,
                we believe that the beneficial owner of the common stock listed above,
                based on information furnished by such owners, have sole investment
                and
                voting power with respect to such shares, subject to community property
                laws where applicable.  Beneficial ownership is determined in
                accordance with the rules of the Securities and Exchange Commission
                and
                generally includes voting or investment power with respect to
                securities.  Shares of common stock subject to options or
                warrants currently exercisable, or exercisable within 60 days, are
                deemed
                outstanding for purposes of computing the percentage ownership of
                the
                person holding such option or warrants, but are not deemed outstanding
                for
                purposes of computing the percentage ownership of any other
                person.




**ITEM
      12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE**




None
      of
      the following parties has, since our date of incorporation, had any material
      interest, direct or indirect, in any transaction with us or in any presently
      proposed transaction that has or will materially affect us:




•
            Any
                of our directors or officers;


•
            Any
                person proposed as a nominee for election as a
                director;


•
            Any
                person who beneficially owns, directly or indirectly,  shares
                carrying more than 10% of the voting rights attached to our
                outstanding  shares of common
                stock;


•
            Any
                member of the immediate family of any of the foregoing
                persons.




**Corporate
      Governance**




*Board
      of Directors Independence*




We
      currently act with one director and one executive officer.




We
      do not
      have a standing audit, compensation or nominating committee, but our entire
      board of directors acts in such capacities. We believe that the sole member
      of
      our board of directors is capable of analyzing and evaluating our financial
      statements and understanding internal controls and procedures for financial
      reporting. The sole director of our company does not believe that it is
      necessary to have a standing audit, compensation or nominating committee because
      we believe that the functions of such committees can be adequately performed
      by
      the sole director, solely consisting of Terry Desjardins.  In
      addition, we believe that retaining one or more directors who would qualify
      as
      independent in accordance with Item 7(d)(3)(iv) of Schedule 14A under the
      Exchange Act would be overly costly and burdensome and is not warranted in
      our
      circumstances given the early stages of our development and the fact the we
      have
      not generated any revenues from operations to date.










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**ITEM
      13:  EXHIBITS AND REPORTS**









**Number**
            **Description**


3.1
            Articles
                of Incorporation (incorporated by reference to our registration statement
                on form SB-2 filed on November 30,
                2006)





3.2
            Bylaws
                (incorporated by reference to our registration statement on form
                SB-2
                filed on November 30, 2006)





14.1*
            Code
                of Ethics





31.1*
            CEO
                Certification pursuant to Rule 13a-14(a) under the Securities Exchange
                Act
                of 1934





31.2*
            CFO
                Certification pursuant to Rule 13a-14(a) under the Securities Exchange
                Act
                of 1934





32.1*
            CEO
                Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
                to
                Section 906 of the Sarbanes-Oxley Act of
                2002





32.2*
            CFO
                Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
                to
                Section 906 of the Sarbanes-Oxley Act of
                2002




*attached
      herewith




**ITEM
      14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES**




**Audit
      Fees**




The
      aggregate fees billed for professional services rendered by our principal
      accountant for the audit of our annual financial statements for the fiscal
      year
      ended August 31, 2007 were $6,500.




**Audit
      Related Fees**




We
      incurred $4,850 fees for the fiscal year ended August 31, 2007 for assurance
      and
      related services by our principal accountant that were reasonably related to
      the
      performance of the audit or review of our financial statements, and not reported
      under Audit Fees above.




**Tax
      Fees**




Taxes
      for
      the fiscal year ended August 31, 2007 are currently being prepared and the
      costs
      for the preparation of the tax return are estimated to be approximately
      $1250.




**All
      Other Fees**




We
      incurred no other fees during the fiscal year ended June 30, 2007 and since
      inception for products and services rendered by our principal accountants other
      than those stated in this and other publicly posted reports (see
      www.sec.gov).




**Audit
      Committee Requirements**




Section
      10A(i) of the Exchange Act prohibits our auditors from performing audit services
      for us, as well as any services not considered to be "audit services", unless
      such services are pre-approved by the audit committee of the sole director,
      or
      unless the services meet certain de minimis standards. Because we are still
      in
      the development stage and have not yet completed our business plans and/or
      generated any revenues, we have not yet appointed an audit committee. Our Board
      of Directors ensure that:










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      35
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All
      audit
      services that the auditor may provide to us or any subsidiary (including,
      without limitation, providing comfort letters in connection with securities
      underwritings or statutory audits) as required by s.10A(i)(1)(A) of the Exchange
      Act (as amended by the Sarbanes-Oxley Act of 2002) are pre-approved by the
      Board.




All
      non-audit services (other than certain de minimis services described in
      s.10A(i)(1)(B) of the Exchange Act (as amended by the Sarbanes-Oxley Act of
      2002)) that the auditors propose to provide to us or any of our subsidiaries
      are
      pre-approved by the Board.




All
      audit
      fees were approved by the directors.






































































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      36
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**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




**HERITAGE
      EXPLORATIONS, INC.**




By:  /s/
      Terry Desjardins


Terry
      Desjardins


President
      and Secretary


Principal
      Executive Officer


Date:
      November 28, 2007.




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated.




By:  /s/
      Terry Desjardins


Terry
      Desjardins


Treasurer
      and Director


Principal
      Financial Officer


Date:
      November 28, 2007.






























































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