U.S. SECURITIES AND EXCHANGE COMMISSION

			Washington, D.C. 20549

			    Form 10-KSB

			(Mark One)
_X_    Annual report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended May 31, 2001.

_____Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ____ to ____.

		     Commission File No:   0-21951

		    THE HERITAGE ORGANIZATION, INC.
		(Name of small business in its charter)

		Colorado                       84-1356383
	__________________________________________________________
	(State or other jurisdiction     (IRS Employer Identification
	of Incorporation)                              No.)

		5001 Spring Valley Road, Suite 800 East
	__________________________________________________________
	Address of Principal Executive Office (street and number)

			Dallas, Texas 75244
	__________________________________________________________
		     City, State and Zip Code

		Issuer's telephone number:  (972) 991-0001

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

Title of each class        Name of each exchange on which registered
	N/A				N/A

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

			Common Stock, no par value
			     (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 ____

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B 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_

	State issuer's revenue for its most recent fiscal year:  $  5.00.
<page>

	State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked priced of such stock, as of a
specified date within the past 60 days (See definition of affiliate in
Rule 12b-2):   $ -0-

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate
market value of the common equity held by non-affiliates on the basis of
reasonable assumptions, if the assumptions are stated.

(Issuers involved in bankruptcy proceedings during the past five years)
	Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court.
Yes ___          No ____


(Applicable only to corporate registrants)
	State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
14,000,000 as of May 31, 2001.

Documents incorporated by reference.
	If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-KSB (e.g.
Part I, Part II, etc.) into which the document is incorporated: (1)
any annual report to security holders; (2) any proxy or information
statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of
the Securities Act of 1933 ("Securities Act").  The listed documents should
be clearly described for identification purposes.

	Transitional Small Business Disclosure Format (check one):
Yes__  No _X_


PART I
ITEM 1.	DESCRIPTION OF BUSINESS.

General

	The Company was incorporated under the laws of the State of Colorado
on August 28, 1996, and remains in the developmental and promotional stages.

	As of the end of its fiscal year ending May 31, 2001, the Company
has not been able to reach any agreement or definitive understanding with any
person or any other entity concerning a business combination transaction with
the Company.  At the present time, no good prospects exist for the potential
business combination of the Company and any other entity.

	To date, the Company's only activities have been organizational ones,
directed at the raising of capital, and preliminary efforts to seek one or
more properties or businesses for acquisition.  The Company has not commenced
any commercial operations.  The Company currently has no full-time employees
and owns no real estate.

	The Company intends to continue with its previous business plan to
seek, investigate and possibly acquire one or more properties or businesses.
Such an acquisition may be made by purchase, merger, exchange of stock, or
otherwise and may encompass assets or a business entity, such as a
corporation, joint venture, or partnership.  The Company has very limited
capital, and it is unlikely that the Company will be able to take advantage
of more than one such business opportunity.  The Company intends to seek
opportunities demonstrating the potential of long-term growth as opposed to
short-term earnings.

	It is anticipated that the Company's officers and directors will
continue to initiate contacts with securities broker-dealers and other
persons engaged in other aspects of corporate finance to advise them of the
Company's existence and to determine if the companies or businesses they
represent have an interest in considering a merger or acquisition with the
Company.  No assurance can be given that the Company will be successful in
finding or acquiring a desirable business opportunity, given the limited
funds that are expected to be available for acquisitions, or that any
acquisition that occurs will be on terms that are favorable to the Company
or its stockholders.

<page>

	The Company's search for a candidate for acquisition will be
directed toward small and medium-sized enterprises which have a desire to
become public corporations and which are able to satisfy, or anticipate in
the reasonably near future being able to satisfy, the minimum asset
requirements in order to qualify shares for trading on NASDAQ or on an
exchange such as the American or Pacific Stock Exchange.
(See "Investigation and Selection of Business Opportunities.")  The Company
anticipates that the business opportunities presented to it will (i) be
recently organized with no operating history, or a history of losses
attributable to under-capitalization or other factors; (ii) be experiencing
financial or operating difficulties; (iii) be in need of funds to develop a
new product or service or to expand into a new market; (iv) be relying upon
an untested product or marketing concept; or (v) have a combination of the
characteristics mentioned in (i) through (iv).  The Company intends to
concentrate its acquisition efforts on properties or businesses that it
believes to be undervalued.  Given the above factors, investors should
expect that any acquisition candidate may have a history of losses or low
profitability.

	The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources.  This includes industries such as service, finance, natural
resources, manufacturing, high technology, product development, medical,
communications and others.  The Company's discretion in the selection of
business opportunities is unrestricted, subject to the availability of such
opportunities, economic conditions, and other factors.

	As a consequence of the Company's registration of its securities
under the Securities Exchange Act of 1934, any entity which has an interest
in being acquired by the Company is expected to be an entity that desires to
become a public company as a result of the transaction.  In connection with
such an acquisition, it is highly likely that an amount of stock constituting
control of the Company would be issued by the Company or purchased from the
Company's current principal shareholders by the target entity or its
controlling shareholders.

	It is anticipated that business opportunities will come to the
Company's attention from various sources, including its officers and
directors, its other stockholders, professional advisors such as attorneys
and accountants, securities broker-dealers, venture capitalists, members of
the financial community, and others who may present unsolicited proposals.
The Company has no plans, understandings, agreements, or commitments with any
individual for such person to act as a finder of opportunities for the Company.

Investigation and Selection of Business Opportunities

	To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the other
company's management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological changes, and
numerous other factors which are difficult, if not impossible, to analyze
through the application of any objective criteria.  In many instances, it is
anticipated that the historical operations of a specific firm may not
necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand
significantly, change product emphasis, change or substantially augment
management, or make other changes.  Because of the lack of training or
experience of the Company's management, the Company will be dependent upon
the owners of a business opportunity to identify such problems and to
implement, or be primarily responsible for the implementation of, required
changes.  Because the Company may participate in a business opportunity with
a newly organized firm or with a firm which is entering a new phase of
growth, it should be emphasized that the Company will incur further risks,
because management in many instances will not have proved its abilities or
effectiveness, the eventual market for such company's products or services
will likely not be established, and such company may not be profitable
when acquired.

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

	It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's shareholders pursuant to
the authority and discretion of the Company's management to complete
acquisitions without submitting any proposal to the stockholders for their
consideration.  Company management does not generally anticipate that it will
provide holders of the Company's securities with financial statements, or any
other documentation, concerning a target company or its business prior to any
merger or acquisition.  In some instances, however, the proposed participation
in a business opportunity may be submitted to the stockholders for their
consideration, either voluntarily by Company management which elects to seek
the stockholders' advice and consent, or because state law so requires.

<page>

	The analysis of business opportunities will be undertaken by or under
the supervision of the Company's executive officers and directors.  Although
there are no current plans to do so, Company management might hire an outside
consultant to assist in the investigation and selection of business
opportunities, and in that event, might pay a finder's fee.  Since Company
management has no current plans to use any outside consultants or advisors to
assist in the investigation and selection of business opportunities, no
policies have been adopted regarding use of such consultants or advisors, the
criteria to be used in selecting such consultants or advisors, the services to
be provided, the term of service, or regarding the total amount of fees that may
be paid.  However, because of the limited resources of the Company, it is likely
that any such fee the Company agrees to pay would be paid in stock and not in
cash.  Otherwise, the Company anticipates that it will consider, among other
things, the following factors regarding business opportunities:

(a)  	Potential for growth and profitability, indicated by new technology,
	anticipated market expansion, or new products;

(b)  	Competitive position as compared to other companies of similar size
	and experience within the industry segment as well as within the
	industry as a whole;

(c)  	Strength and diversity of existing management, or management prospects
	that are scheduled for recruitment;

(d)	Capital requirements and anticipated availability of required funds,
	to be provided from operations, through the sale of additional
	securities, through joint ventures or similar arrangements, or
	from other sources;

(e)	The cost of participation by the Company as compared to the perceived
	tangible and intangible values and potential;

(f)	The extent to which the business opportunity can be advanced;

(g)	The Company's perception of how any particular business opportunity
	will be received by the investment community and by the Company's
	stockholders;

(h)	The accessibility of required management expertise, personnel, raw
	materials, services, professional assistance, and other required
	items; and

(i)	Whether the financial condition of the business opportunity would be,
	or would have a significant prospect in the foreseeable future to
	become, such as to permit the securities of the Company, following
	the business combination, to qualify to be listed on an exchange or
	on a national automated securities quotation system, such as NASDAQ,
	so as to permit the trading of such securities to be exempt from the
	requirements of Rule 15c2-6 recently adopted by the Securities and
	Exchange Commission.

	In regard to the last criterion listed above, the current standards
for NASDAQ listing include, among other things, the requirements that the
issuer of the securities that are sought to be listed have net tangible
assets of at least $4,000,000, or a market capitalization of at least
$50,000,000, or net income in its latest fiscal year of not less than
$750,000.  Many, and perhaps most, of the business opportunities that might be
potential candidates for a combination with the Company would not satisfy the
NASDAQ listing criteria.  To the extent that the Company seeks potential NASDAQ
listing, therefore, the range of business opportunities that are available for
evaluation and potential acquisition by the Company would be significantly
limited.

	In applying the criteria listed above, no one of which will be
controlling, management will attempt to analyze all factors appropriate to the
opportunity and make a determination based upon reasonable investigative
measures and available data.  Potentially available business opportunities may
occur in many different
industries and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex.  Potential investors must recognize that,
because of the Company's limited capital available for investigation and
management's limited experience in business analysis, the Company may not
discover or adequately evaluate adverse facts about the opportunity to be
acquired.

<page>

	The Company is unable to predict when it may participate in a business
opportunity and it has not established any deadline for completion of a
transaction.  It expects, however, that the process of seeking candidates,
analysis of specific proposals and the selection of a business opportunity may
require several additional months or more.

	Prior to making a decision to participate in a business opportunity,
the Company will generally request that it be provided with written materials
regarding the business opportunity containing such items as a description of
product, service and company history; management resumes; financial information;
available projections, with related assumptions upon which they are based; an
explanation of proprietary products and services; evidence of existing patents,
trademarks, or service marks, or rights thereto; present and proposed forms of
compensation to management; a description of transactions between such company
and its affiliates during relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements or an indication that audited statements will be available
within sixty (60) days following completion of a merger transaction; and other
information deemed relevant.

	As part of the Company's investigation, the Company's executive officers
and directors may meet personally with management and key personnel, visit and
inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

	Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company to be
attractive.  These include companies desiring to create a public market for
their shares in order to enhance liquidity for current shareholders, companies
which have long-term plans for raising equity capital through the public sale
of securities and believe that the possible prior existence of a public market
for their securities would be beneficial, and companies which plan to acquire
additional assets through issuance of securities rather than for cash and
believe that the possibility of development of a public market for their
securities will be of assistance in that process.  Companies which have a need
for an immediate cash infusion are not likely to find a potential business
combination with the Company to be an attractive alternative.

Form of Acquisition

	It is impossible to predict the manner in which the Company may
participate in a business opportunity.  Specific business opportunities will
be reviewed as well as the respective needs and desires of the Company and the
promoters of the opportunity and, upon the basis of that review and the relative
negotiating strength of the Company and such promoters, the legal structure or
method deemed by management to be suitable will be selected.  Such structure
may include, but is not limited to leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements.  The Company may
act directly or indirectly through an interest in a partnership, corporation or
other form of organization.  Implementing such structure may require the merger,
consolidation or reorganization of the Company with other corporations or forms
of business organization.  In addition, the present management and stockholders
of the Company may not have control of a majority of the voting shares of the
Company following a reorganization transaction.  As part of such a transaction,
the Company's directors may resign and new directors may be appointed without
any vote by stockholders.

	It is likely that the Company will acquire its participation in a
business opportunity through the issuance of Common Stock or other securities
of the Company.  Although the terms of any such transaction cannot be predicted,
it should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
the Internal Revenue Code of 1986, depends upon the issuance to the stockholders
of the acquired company of up to 80% of the common stock of the combined
entities immediately following the reorganization.  If a transaction were
structured to take advantage of these provisions rather than other "tax free"
provisions provided under the Internal Revenue Code, the Company's stockholders
in such circumstances would retain in the aggregate 20% or less of the total
issued and outstanding shares.  This could result in substantial additional
dilution in the equity of those who were stockholders of the Company prior to
such reorganization.  Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in the Company by the current officers, directors and principal
shareholders. (See "Description of Business - General").

	It is anticipated that any securities issued in any reorganization would
be issued in reliance upon exemptions from registration, if any are available,
under applicable federal and state securities laws.  In some circumstances,
however, the Company may agree to register such securities either at the time
the transaction is consummated, or under certain conditions or at specified
times thereafter.  The issuance of substantial additional securities and their
potential sale into any trading market that might develop in the Company's
securities may have a depressive effect upon such market.

<page>

	The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement.  Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

	As a general matter, the Company anticipates that it will enter into a
letter of intent with the management, principals or owners of a prospective
business opportunity prior to signing a binding agreement.  Such a letter of
intent will set forth the terms of the proposed acquisition but will not bind
either the Company or the business opportunity to consummate the transaction.
Execution of a letter of intent will by no means indicate that consummation of
an acquisition is probable.  Neither the Company nor the business opportunity
will be bound to consummate the acquisition unless and until a definitive
agreement concerning the acquisition as described in the preceding paragraph
is executed.  Even after a definitive agreement is executed, it is possible
that the acquisition would not be consummated should either party elect to
exercise any right provided in the agreement to terminate it on specified
grounds.

	It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys
and others.  If a decision is made not to participate in a specific business
opportunity, the costs theretofore incurred in the related investigation would
 not be recoverable.  Moreover, because many providers of goods and services
require compensation at the time or soon after the goods and services are
provided, the inability of the Company to pay until an indeterminate future time
may make it impossible to procure goods and services.

Competition

	The Company expects to encounter substantial competition in its efforts
to locate attractive opportunities, primarily from business development
companies, venture capital partnerships and corporations, venture capital
affiliates of large industrial and financial companies, small investment
companies, and wealthy individuals.  Many of these entities will have
significantly greater experience, resources and managerial capabilities than the
Company and will therefore be in a better position than the Company to obtain
access to attractive business opportunities. The Company also will experience
competition from other public "blind pool" companies, many of which may have
more funds available than does the Company.

Administrative Offices

	The Company currently maintains a mailing address at 5001 Spring Valley
Road, Suite 800E, Dallas, Texas 75244, which is the office address of its
President.  The Company's telephone number there is (972) 991- 0001.  Other
than this mailing address, the Company does not currently maintain any other
office facilities, and does not anticipate the need for maintaining office
facilities at any time in the foreseeable future until a business combination
transaction occurs.  The Company pays no rent or other fees for the use of this
mailing address.

Employees

	The Company is a development stage company and currently has no
employees.  Management of the Company expects to use consultants, attorneys and
accountants as necessary, and does not anticipate a need to engage any full-time
employees so long as it is seeking and evaluating business opportunities.  The
need for employees and their availability will be addressed in connection with
the decision whether or not to acquire or participate in specific business
opportunities.  No remuneration will be paid to the Company's officers except as
set forth under "Executive Compensation" and under "Certain Relationships and
Related Transactions".

<page>

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.  Except for historical
matters, the matters discussed in this Form 10KSB are forward-looking
statements based on current expectations, and involve risks and uncertainties.
Forward-looking statements include, but are not limited to, statements under
the following headings:

(i)	"Description of Business - General" - the general description of the
	Company's plan to seek a merger or acquisition candidate, and the types
	of business opportunities that may be pursued.

(ii)	"Description of Business - Investigation and Selection of Business
	Opportunities" - the steps which may be taken to investigate prospective
	business opportunities, and the factors which may be used in selecting a
	business opportunity.

(iii)	"Description of Business - Form of Acquisition" - the manner in which the
	Company may participate in a business acquisition.

	The Company wishes to caution the reader that there are many uncertainties
and unknown factors which could affect its ability to carry out its business
plan in the manner described herein.

ITEM 2.	DESCRIPTION OF PROPERTY.

	The Company currently maintains a mailing address at 5001 Spring Valley
Road, Suite 800 East, Dallas, Texas 75244, which is the address of its
President.  The Company pays no rent for the use of this mailing address,
however, for financial statement purposes, the Company is accruing $50 per
month as additional paid-in capital for this use.  The Company does not believe
that it will need to maintain an office at any time in the foreseeable future
in order to carry out its plan of operations described herein.  The Company's
telephone number is (972) 991-0001.

	The Company currently has no investments in real estate, real estate
mortgages, or real estate securities, and does not anticipate making any such
investments in the future.  However, the policy of the Company with respect to
investment in real estate assets could be changed in the future without a vote
of security holders.

ITEM 3.	LEGAL PROCEEDINGS.

	The Company is not a party to any pending legal proceedings, and no
such proceedings are known to be contemplated.

	No director, officer or affiliate of the Company, and no owner of
record or beneficial owner of more than five percent (5.0%) of the securities
of the Company, or any associate of any such director, officer or security
holder is a party adverse to the Company or has a material interest adverse to
the Company in reference to pending litigation.

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

	No matters were submitted to a vote of the security holders of the
Company during the fourth quarter of the reporting year which ended
May 31, 2001.


Part II

ITEM 5.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

	The Company's shares have been approved for trading on the OTC
Bulletin Board since approximately April 15, 1998, but on March 1, 2000, the
trading symbol was changed from "BUFG" to "THOI".  No actual trading of such
shares has occurred, and no bid or asked prices have been posted.  It is not
anticipated that any actual trading activity will occur until the Company has
completed a merger or acquisition transaction.  The Company's securities are
currently held of record by a total of approximately 55 persons.

	The Company issued 12,740,000 shares of Common Stock in May 1999.
Steadfast Investments, L.P., purchased 11,083,800 of the Shares for a purchase
price of $870, and GMK Family Holdings, L.L.C., purchased 1,656,200 of the
Shares for a purchase price of $130.

<page>

	The Company filed Restated and Amended Articles of Incorporation on
January 3, 2000.  These Restated Articles provide for a new class of stock,
Class B Common Stock, which shall have the same rights, preferences and
limitations as the current Common Stock, except that each share of Class B
Common Stock shall have 10,000 votes per share.  The holders of Class B Common
Stock also have the pre-emptive right to purchase, at their par value,
additional shares of Class B Common Stock in order to maintain the same
relative voting power in the Company upon the issuance of any additional shares
of Common Stock of the Company to any other stockholder or upon the issuance of
any shares of Common Stock of the Company to any new stockholder.  The
authorization of the Class B Voting Stock will have an effect on the holders of
Common Stock and Preferred Stock, in that the voting power of the holders of
Common Stock and Preferred Stock will be diluted because Preferred Stock and
Common Stock is only entitled to one vote per share.   In addition, the
Restated Articles of Amendment provide that no pre-emptive rights shall exist
for the stockholders except that the stockholders of Class B Common Stock shall
have the pre-emptive right to purchase, at their par value, additional shares
of Class B Common Stock in order to maintain the same relative voting power in
the Company upon the issuance of any additional shares of Common Stock of the
Company to any other stockholder or upon the issuance of any shares of Common
Stock of the Company to any new stockholder.

	No dividends have been declared or paid on the Company's securities,
and it is not anticipated that any dividends will be declared or paid in the
foreseeable future.

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

	The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholder's equity other than the receipt of proceeds in the amounts of
$8,500 from its inside capitalization funds and $10,000 from two loans from a
shareholder, and the expenditure of such funds in furtherance of the Company's
business plan, including primarily expenditure of funds to pay legal and
accounting expenses.  Consequently, the Company's balance sheet for the fiscal
year ended May 31, 2001, reflects a total asset value of $1,791.

Results of Operations

	During the period from August 28, 1996 (inception) through May 31, 2001,
the Company has engaged in no significant operations other than organizational
activities, acquisition of capital, preparation and filing of the registration
of its securities under the Securities Exchange Act of 1934, as amended,
compliance with its periodical reporting requirements, and efforts to locate a
suitable merger or acquisition candidate.  No revenues were received by the
Company during this period.

	For the fiscal year ended May 31, 2001, the Company incurred a loss as a
result of expenses associated with compliance with the reporting requirements of
the Securities Exchange Act of 1934, and expenses associated with locating and
evaluating acquisition candidates.  The Company anticipates that until a
business combination is completed with an acquisition candidate, it will not
generate revenues.  It may also continue to operate at a loss after completing a
business combination, depending upon the performance of the acquired business.

Need for Additional Financing

	The Company will require additional capital in order to meet its cash
needs for the next year, including the costs of compliance with the continuing
reporting requirements of the Securities Exchange Act of 1934, as amended.

	No specific commitments to provide additional funds have been made by
management or other stockholders, and the Company has no current plans,
proposals, arrangements or understandings with respect to the sale or issuance
of additional securities prior to the location of a merger or acquisition
candidate.  Accordingly, there can be no assurance that any additional funds
will be available to the Company to allow it to cover its expenses.  Not
withstanding the foregoing, to the extent that additional funds are required,
the Company anticipates receiving such funds in the form of advancements from
current shareholders without issuance of additional shares or other securities,
or through the private placement of restricted securities rather than through
a public offering.  The Company does not currently contemplate making a
Regulation S offering.

	The Company may also seek to compensate providers of services by
issuances of stock in lieu of cash.  For information as to the Company's policy
in regard to payment for consulting services, see "Certain Relationships and
Transactions."

ITEM 7.	FINANCIAL STATEMENTS.

<page>

		THE HERITAGE ORGANIZATION, INC.
		 (A Development Stage Company)

		    FINANCIAL STATEMENTS
			May 31, 2001


Report of Independent Certified Public Accountants
Balance Sheet
Statements of Operations
Statement of Stockholders' Equity
Statements of Cash Flows
Notes to Financial Statements

<page>

	REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders of The Heritage Organization, Inc.

We have audited the accompanying balance sheet of The Heritage Organization,
Inc. (a development stage company) as of May 31, 2001, and the related
statement of loss and accumulated deficit, cash flows, and stockholders'
equity for each of the two years then ended, and for the period from inception
(August 28, 1996) to May 31, 2001.  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 generally accepted auditing
standards.  Those standards require that we plan and perform the audit 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 made by management, as well as evaluating 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 present fairly, in
all material respects, the financial position of The Heritage Organization,
Inc. (a development stage company) as of May 31, 2001, and the results of its
operations and its cash flows for the two years then ended, and for the period
from inception (August 28, 1996) to May 31, 2001, in conformity with generally
accepted accounting principles.


Comiskey & Company, P.C.
Denver, Colorado
July 30, 2001

<page>

		THE HERITAGE ORGANIZATION, INC.
		 fka Buffalo Capital III, Ltd.
		 (A Development Stage Company)
			BALANCE SHEET
			May 31, 2001

	ASSETS


CURRENT ASSETS
     Cash and cash equivalents				$  1,791
       							--------
	Total current assets				   1,791
		       					--------
	TOTAL ASSETS					$  1,791
							========
  	LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts Payable					$      6
     Notes payable - related party  			  10,000
     Accrued interest - related party			     751
							--------
Total current liabilities				$ 10,757
STOCKHOLDERS' EQUITY
     Preferred stock, no par value, 10,000,000
	shares authorized;no shares issued
	and outstanding					       -
     Common Stock, no par value; 100,000,000
	shares authorized;14,000,000 shares
	issued and outstanding at May 31, 2001.		   8,500
     Additional paid-in capital     		          81,459
     Deficit accumulated during the
	development stage				 (98,925)
							---------
Total stockholders' equity				  (8,966)
							---------
	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 	$  1,791
							=========



The accompanying notes are an integral part of the financial statements.

<page>

		THE HERITAGE ORGANIZATION, INC.
		 fka Buffalo Capital III, Ltd.
		 (A Development Stage Company)
		    STATEMENTS OF OPERATIONS


<table>
	
			<c>			  <c>		  <c>
				Period from		  For the	  For the
				August 28, 1996		   year		   year
				(Inception) to		  ended		  ended
				May 31, 2001		May 31, 2001	May 31, 2000
				---------------		------------	------------
REVENUES
  Investment Income		$	5		$	5	$	-
				---------		---------	---------

EXPENSES
  Amortization			      300			-	      135
  Bank charges			      103			-		-
  Consulting fees		   62,800			-		-
  Directors' fees		      200			-		-
  Interest expense		    1,261		      869	      392
  Filing fee		 	      205		       25	      100
  Legal and professional	   28,657		    3,851	    3,137
  Office expense		    2,554		    	-	      597
  Rent expense 			    2,280		      600	      600
				---------- 		---------- 	----------
	Total expenses		   98,930		    5,345	    4,961
				---------- 		----------  	----------
NET LOSS			  (98,925)		   (5,340)	   (4,961)

Accumulated deficit

  Balance, beginning of period		-		  (93,585)	  (88,624)
				----------		----------	----------
  Balance, end of period	$ (98,925)		$ (98,925)	$ (93,585)
				==========		==========	==========
NET LOSS PER SHARE		$   (0.02)		$    (N/L)	$    (N/L)
				==========		==========	==========
WEIGHTED AVERAGE NUMBER OF
     SHARES OUTSTANDING		 6,489,913		14,000,000	14,000,000
				==========		==========	==========



The accompanying notes are an integral part of the financial statements.

</table>
<page>


  		 THE HERITAGE ORGANIZATION, INC.
		  fka Buffalo Capital III, Ltd.
		  (A Development Stage Company)
 		    STATEMENTS OF CASH FLOWS


<table>
	
						     <c>		<c>		<c>
				 		 	  For the period
				 		 	  from inception	 For the	 For the
							(August 28, 1996)	year ended	year ended
				  		   	    to May 31, 		 May 31, 	 May 31,
				  		     	      2001		  2001		  2000
							----------------	----------	----------

CASH FROM OPERATING ACTIVITIES
   Net loss						$	(98,925)	$   (5,340)	$  (4,961)
     Adjustments to reconcile
       net loss to net cash
       flows from operating
       activities:
	  Amortization						    300			 -	      135
	  Rent expense					          2,850		       600	      600
	  Expenses paid by shareholders			         15,609			 -		-
	  Stock issued for directors' fees		         59,960			 -		-
	  Stock issued for consulting fees		          3,040		         -              -
	  Increase in accounts payable			              6		       (44)	       50
	  Increase in accrued interest                              751		       359	      392
							----------------	-----------	----------
	    Net cash flows from operating activities	        (16,409)	    (4,425)	   (3,784)

CASH FLOWS FROM INVESTING ACTIVITIES
	  Organization costs				            300			 -		-
							----------------	-----------	----------
	    Net cash flows from investing activities	           (300)		 -              -

CASH FLOWS FROM FINANCING ACTIVITIES
	  Issuance of common stock			          8,500			 -	 	-
	  Notes payable - related party				 10,000		     5,000	    5,000
							----------------	-----------	----------
	    Net cash flows from financing activities		 18,500		     5,000	    5,000
							----------------	-----------	----------
NET INCREASE IN CASH AND CASH EQUIVALENTS			  1,791		       575	    1,216

CASH AND CASH EQUIVALENTS,
	BEGINNING OF PERIOD					      -		     1,216	  	-
							----------------	-----------	----------
CASH AND CASH EQUIVALENTS,
	END OF PERIOD					$         1,791		$    1,791	$    1,216
							================	===========	==========



The accompanying notes are an integral part of the financial statements.
</table>
<page>

				THE HERITAGE ORGANIZATION, INC.
				 fka Buffalo Capital III, Ltd.
	 			 (A Development Stage Company)
				STATEMENT OF STOCKHOLDERS' EQUITY
		For the period from inception (August 28, 1996) to May 31, 2001


<table>

				<c>	  <c>		<c>	<c>		<c>		<c>
										Deficit
					     Common stock			accumulated
				Price	----------------------	Additional	during the	Total
				per	  Number of		paid-in		development	stockholders'
				share	   shares	Amount	Capital		stage		equity
				-----	-----------	------	----------	-----------	------------

Common stock issued for cash
 and subscriptions receivable,
 August 1996			$0.05	    150,000	$7,500	$ 	-	$	-	$      7,500

Common stock issued for services,
  August 1996			0.00001	 24,000,000	      -       240	      	-		 240

Shares canccelled		      - (22,800,000)	      -         -               -                  -

Rent and services provided
  at no charge			      -           -           -    60,210		-	      60,210

Net loss, May 31, 1997		      -		  -	      -	  	-	  (63,964)	     (63,964)
				-------	------------	-------	----------	----------	-------------
Balance, May 31, 1997			  1,350,000	  7,500	   60,450	  (63,964)	       3,986

Shares cancelled		      -	   (120,000)	      -		-		-		   -

Common stock issued for services,
  February 1998			  0.10	     30,000 	      -	    3,000		-	       3,000

Rent provided at no charge	      -		  -	      -	      600		-	         600

Expenses paid by shareholders	      -           -	      -     4,536		-	       4,536

Net loss, May 31, 1998		      -  	  -	      -		-	  (12,147)	     (12,147)
				-------	------------	-------	----------	----------	-------------
Balance, May 31, 1998			  1,260,000	  7,500	   68,586	  (76,111)	         (25)

Common stock issued for cash
  May 1999			0.00008	 12,740,000	  1,000		-		-	       1,000

Rent provided at no charge	      -		  -	      -	      600		-	         600

Expenses paid by shareholders         -		  -	      -	   11,073		-	      11,073

Net loss, May 31, 1999		      -		  -	      -	   	-	  (12,513)           (12,513)
				-------	------------	-------	----------	----------	-------------
Balance, May 31, 1999			 14,000,000	  8,500	   80,259	  (88,624)	         135

Rent provided at no charge	      -		  -	      -	      600		-		 600

Net loss, May 31, 2000	              -		  -	      -		-	   (4,961)	      (4,961)
				-------	------------	-------	----------	----------	-------------
Balance, May 31, 2000			 14,000,000	  8,500	   80,859	  (93,585)	      (4,226)

Rent provided at no charge	      -		  -	      -	      600		-		 600

Net loss, May 31, 2001	              -		  -	      -		-	   (5,340)	      (5,340)
				-------	------------	-------	----------	----------	-------------
Balance, May 31, 2001			 14,000,000	  8,500	   81,459	  (98,925)	      (8,966)
					============	=======	==========	==========	=============


The accompanying notes are an integral part of the financial statements.
</table>
<page>

		THE HERITAGE ORGANIZATION, INC.
		 fka Buffalo Capital III, Ltd.
	         (A Development Stage Company)
		NOTES TO FINANCIAL STATEMENTS
			May 31, 2001


1.	SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES

Development stage company

The Heritage Organization, Inc. (a development stage company) (the "Company")
was incorporated under the laws of the State of Colorado on August 28, 1996.
The initial registered office of the Company is 4750 Table Mesa Drive,
Boulder, Colorado 80301.  The principal office of the Company has moved to
5001 Spring Valley Road, Suite 800 East, Dallas, Texas  75244.

The Company is a new enterprise in the development stage as defined by
Statement No. 7 of the Financial Accounting Standards Board and has not
engaged in any business other than organizational efforts.  It has no
full-time employees and owns no real property.  The Company intends to
operate as a capital market access corporation by registering with the U.S.
Securities and Exchange Commission under the Securities Exchange Act of 1934.
After this, the Company intends to seek to acquire one or more existing
businesses which have existing management, through merger or acquisition.
Management of the Company will have virtually unlimited discretion in
determining the business activities in which the Company might engage.

Accounting Method
The Company records income and expenses on the accrual method.

Fiscal year
The Company maintains a May 31 fiscal year end for financial reporting
purposes, and an August 31 fiscal year end for tax reporting purposes.

Organization costs
Costs to incorporate the Company have been capitalized and were being
amortized over a sixty-month period.  These costs were fully expensed
as of December 31, 1999 under the requirements of SOP-98-5.

Loss per share
Loss per share was computed using the weighted number of shares
outstanding during the period.

Statement of cash flows
For the purpose of the statement of cash flows, the Company considers
all highly liquid debt instruments purchased with an original maturity
of three months or less to be cash equivalents.

Use of estimates
The preparation of the Company's financial statements in conformity
with generally accepted accounting principals requires the Company's
management to make estimates and assumptions that affect the amounts
reported in these financial statements and accompanying notes.  Actual
results could differ from those estimates.

Fair Values of Financial Instruments
Unless otherwise indicated, the fair value of all reported assets and
liabilities which represent financial instruments (none of which are
held for trading purposes) approximate the carrying values of such
amounts.

Stock Basis
Shares of Common Stock issued for other than cash have been assigned
amounts equivalent to the fair value of the service or assets received
in exchange.

<page>

Consideration of Other Comprehensive Income Items
SFAF 130 - Reporting Comprehensive Income, requires companies to present
comprehensive income (consisting primarily of net income plus other
direct equity changes and credits) and its components as part of the basic
financial statements.  For the year ended May 31, 2000, the Company's
financial statements do not contain any changes in equity that are required
to be reported separately in comprehensive income.

2.	STOCKHOLDERS' EQUITY

Common Stock
As of May 31, 2000, 14,000,000 shares of the Company's no par value Common
Stock were issued and outstanding.  Of these shares, 11,083,800 were
purchased for $870 cash on May 4, 1999 by Steadfast Investments, L.P..
Another 1,656,200 shares were purchased for $130 cash on May 4, 1999 by GMK
Family Holdings, L.L.C.

Effective May 4, 1999 pursuant to the transfer in ownership of 12,740,000
shares of Common Stock, all Class A and Class B warrants were cancelled as
 per agreement.

For the year ended May 31, 1997, 2,280,000 (pre-split) shares of the
Company's Common Stock were cancelled.

For the year ended May 31, 1998, an additional 12,000 (pre-split) shares of
the Company's Common Stock were cancelled.

Effective subsequent to the cancellation of these shares, the Company had a
10-for-1 forward stock split.  All share and per share amounts have been
restated to reflect the stock split.

Preferred Stock

The Company's Certificate of Incorporation authorizes the issuance of
10,000,000 shares of preferred stock, no par value per share.  The Board of
Directors of the Company is authorized to issue preferred stock from time to
time in series and is further authorized to establish such series, to fix
and determine the variations in the relative rights and preferences as
between the series and to allow for the conversion of preferred stock into
common stock.  No preferred stock has been issued by the Company.


3.	RELATED PARTY TRANSACTIONS

Rent is being provided to the Company at no charge.  For purposes of
financial statements, the Company is accruing $50 per month as additional
paid-in capital for this use.

Note Payable
The Company has two unsecured notes payable to a shareholder.  These notes
total $10,000 plus accrued interest at 11.5%.  The notes are due August 18,
2001, and November 21, 2001.  Interest of $869 was included in operations
for the year ended May 31, 2001.

4.	INCOME TAXES

The Company has federal net operating loss carryforwards of approximately
$99,000 expiring in the years 2012, 2013, 2019 and 2021.  The tax benefit of
these net operating losses is approximately $18,000 and has been offset by a
full allowance for realization.  This carryforward may be limited under
Section 381 of the Internal Revenue Code, upon the consummation of a
business combination.  For the period ended May 31, 2001, the valuation
allowance increased by approximately $5,400.

5.	SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES

During the year ended May 31, 2001, the Company recorded rent expense for
the years ended May 31, 2001 and 2000 of $50 per month for totals of $600
and $600, respectively.

<page>

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

	The Company has had no change in, nor disagreements with, its
principal independent accountant since the date of inception.

Part III


ITEM 9.	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
	 COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

	The directors and executive officers currently serving the
	Company are as follows:

Name			Age		Positions Held and Tenure

Gary M. Kornman		57		Chairman of Board of Directors since
						 May 1999


W. Ralph Canada, Jr.	46 		President & Director since May 1999


Vickie A. Walker	42		Treasurer & Director since May 1999
					Secretary since October 1999


	The directors named above will serve until the next annual meeting
of the Company's stockholders.  Thereafter, directors will be elected for
one-year terms at the annual stockholders' meeting.  Officers will hold
their positions at the pleasure of the board of directors, absent any
employment agreement, of which none currently exists or is contemplated.
There is no arrangement or understanding between any of the directors or
officers of the Company and any other person pursuant to which any director
or officer was or is to be selected as a director or officer.

	The directors and officers will devote their time to the Company's
affairs on an "as needed" basis, which, depending on the circumstances, could
amount to as little as two hours per month, or more than forty hours per
month, but more than likely will fall within the range of five to ten hours
per month.

	There are no family relationships between any of the directors or
officers of the Company.

	The Company's board of directors has not held any formal meetings
during the fiscal year ending May 31, 2001.

Biographical Information

Gary M. Kornman

	Mr. Kornman has been Chief Executive Officer of The Heritage
Organization, L.L.C., since March, 1995.  He currently serves as Chief
Executive Officer of The Heritage Organization, Inc., a Delaware
corporation (since 1986), and President and CEO of Kornman &
Associates, Inc. (since 1975).  He was President and CEO of The Planning
Group, Inc. from 1970 through 1975.  The Heritage Organization, L.L.C.,
provides counseling services to some of America's wealthiest families.
Mr. Kornman is also the sole shareholder, and an officer and director of
many other corporations.

	Mr. Kornman earned a Bachelor of Arts from Vanderbilt University
in 1965 with concentrations in Business/Economics and Psychology and was a
National Merit Scholar.  In 1969 he received his Doctor of Jurisprudence
from the University of Alabama School of Law and received the American
Jurisprudence Award in Estate Planning, the American Jurisprudence Award in
Contracts and the American Jurisprudence Award in Evidence.

<page>

	He is admitted to practice before the Bar of the State of Alabama,
and is a member of the American Bar Association Section of Taxation and
Section of Trust, Real Property and Probate.

W. Ralph Canada, Jr.

	Mr. Canada has served as President of The Heritage Organization,
L.L.C., since March, 1995.  He currently serves as President of Heritage
Investments, L.L.C. and Heritage Securities Corporation, Vice President of
the U.S. National Foundation For Anti-Aging & Survival Research and The
Institute For Anti-Aging & Survival, Inc.

	From 1987 through 1994, Mr. Canada was a Partner in the Dallas office
of the law firm of Hopkins & Sutter, where he served as Head of the
Litigation Section from 1991 through 1994.  He was a Partner in the Dallas
office of the Stinson, Mag & Fizzell law firm, and Head of Litigation
Section there from April, 1985 to October, 1987.   From February, 1984 to
March, 1985, he was Partner in the Rentzel, Wise & Robertson law firm.  He
was Associate in the Litigation Section of Johnson & Swanson from June, 1979,
to January, 1984.  Each of the above-referenced firms were located in
Dallas, Texas.

	Mr. Canada received a Bachelor of Arts degree with a Major in History
in 1976 from the University of Texas at Austin, graduating with Highest
Honors.  At the University of Texas he was a member of Phi Beta Kappa and Phi
Eta Sigma. He received a Doctor of Jurisprudence, Cum Laude, from Harvard Law
School in 1979.  He was Editor-in-Chief of the Harvard Environmental
Law Review.

	Mr. Canada is a member of the American Bar Association and the Dallas
Bar Association.  He is admitted to practice before the Bar in the State of
Texas, and is admitted to practice before the United States Court of Appeals
for the Fifth Circuit and the United States District Courts for the  Northern,
Eastern, Western and Southern Districts of Texas.

Vickie A. Walker

	Ms. Walker has been Secretary-Treasurer and Chief Financial Officer
of The Heritage Organization, L.L.C., since March, 1995.  She currently serves
as Secretary-Treasurer and Chief Financial Officer of The Heritage
Organization, Inc., as Secretary-Treasurer and Chief Financial Officer of
Kornman & Associates, Inc., as Treasurer of the U.S. National Foundation For
Anti-Aging & Survival Research, and as Treasurer of The Institute for
Anti-Aging & Survival, Inc.  Ms. Walker began her affiliations with Kornman &
Associates, Inc. in June, 1977.

	Ms. Walker supervises an accounting staff comprised of two CPA's and
four staff accountants.  In addition to her normal finance and accounting
duties, she coordinates Contract Drafting and Negotiations, Legal Entities
Formation, and Licensing and Filings.  Ms. Walker serves on a number of
mission critical committees of The Heritage Organization, L.L.C., including
Employee Management and Benefits, Aviation and Transportation, and
Procurement and Budget.  She is Chairperson for the Executive
Management Committee.


Compliance With Section 16(a) of the Exchange Act.

	To the best knowledge and belief of the Company, all persons have
complied with the filing requirements of Section 16(a) of the
Exchange Act.

ITEM 10.	EXECUTIVE COMPENSATION.

	No officer or director received any remuneration from the Company
during the fiscal year.  Until the Company acquires additional capital, it
is not intended that any officer or director will receive compensation from
the Company other than reimbursement for out-of-pocket expenses incurred on
behalf of the Company.  See "Certain Relationships and Related
Transactions."  The Company has no stock option, retirement, pension, or
profit-sharing programs for the benefit of directors, officers or other
employees, but the Board of Directors may recommend adoption of one or more
such programs in the future.

<page>

ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.

The following table sets forth, as of the end of the Company's most recent
fiscal year, the number of shares of Common Stock owned of record and
beneficially by persons who hold 5.0% or more of the outstanding Common
Stock of the Company.

Name and               			Number of Shares         Percent of
Address                			Owned Beneficially       Class Owned

Steadfast Investments, L.P.		11,083,800			   79.17%
Suite 800, East Tower
5001 Spring Valley Road
Dallas, Texas  75244

GMK Family Holdings, L.L.C.		1,656,200	          	   11.83%
Suite 800, East Tower
5001 Spring Valley Road
Dallas, Texas  75244

James T. Edwards				1,249,600 	     		   8.93%
209 Cargile Lane
Nashville, TN 37205

Mr. Gary M. Kornman may be deemed to be the beneficial owner of all shares
purchased by Steadfast Investments, L.P., and by GMK Family Holdings, L.L.C.

(b) SECURITY OWNERSHIP OF MANAGEMENT.

The following table sets forth, as of the end of the Company's most recent
fiscal year, the number of shares of Common Stock owned of record and
beneficially by executive officers and directors of the outstanding Common
Stock of the Company.  Also included are the shares held by all executive
officers and directors as a group.

The person listed is an officer, a director, or both, of the Company.

Name and               		Number of Shares             	Percent of
Address                		Owned Beneficially           	Class Owned


Gary M. Kornman              	 12,740,000					91%
Suite 800, East Tower
5001 Spring Valley Road
Dallas, Texas  75244

W. Ralph Canada, Jr. 			   0					0%
Suite 800, East Tower
5001 Spring Valley Road
Dallas, Texas 75244

Vickie A. Walker              	   0					0%
1683 S. Walker Road
Pleasant View, Tennessee 37146


All directors and executive
officers (3 persons) 		12,740,000      				91%

<page>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Indemnification of Officers and Directors

	As permitted by Colorado law, the Company's Articles of Incorporation
provide that the Company will indemnify its directors and officers against
expenses and liabilities they incur to defend, settle, or satisfy any civil
or criminal action brought against them on account of their being or having
been Company directors or officers unless, in any such action, they are
adjudged to have acted with gross negligence or willful misconduct.  Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that,
in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable.

Exclusion of Liability

	Pursuant to the Colorado Corporation Code, the Company's Articles
of Incorporation exclude personal liability for its directors for monetary
damages based upon any violation of their fiduciary duties as directors,
except as to liability for any breach of the duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, acts in violation of Section 7-5-114 of the
Colorado Corporation Code, or any transaction from which a director
receives an improper personal benefit.  This exclusion of liability does
not limit any right which a director may have to be indemnified and does
not affect any director's liability under federal or applicable state
securities laws.

Conflicts of Interest

	None of the officers of the Company will devote more than a portion
of his time to the affairs of the Company.  There will be occasions when
the time requirements of the Company's business conflict with the demands
of the officers' other business and investment activities.  Such conflicts
may require that the Company attempt to employ additional personnel.
There is no assurance that the services of such persons will be available
or that they can be obtained upon terms favorable to the Company.

	Each of the Company's officers and directors also are officers,
directors, or both of several other companies: however these entities are
not anticipated to be in direct competition with the Company for available
opportunities.

	The former officers, directors and principal shareholders of the
Company were parties to a Stock Purchase Agreement dated April 23, 1999,
pursuant to which each of them agreed to sell all of his stock in the
Company at a price of approximately $0.2681 per share.  The sale of shares
pursuant to the Stock Purchase Agreement was contingent upon the prior
closing by the Company under the Stock Subscription Agreement.

	Each of the former officers, directors and principal shareholders
acquired their shares in the Company for services valued at the equivalent
of $0.05 per share.  Accordingly, each of them realized a substantial profit
from the sale of Shares under the terms of the Stock Purchase Agreement.

	Company management, and the other principal shareholders of the
Company, may actively negotiate or otherwise consent to the purchase of a
portion of their common stock as a condition to, or in connection with, a
proposed merger or acquisition transaction.  It is anticipated that a
substantial premium may be paid by the purchaser in conjunction with any
sale of shares by officers, directors or affiliates of the Company which
is made as a condition to, or in connection with, a proposed merger or
acquisition transaction.  The fact that a substantial premium may be paid
to Company officers, directors and affiliates to acquire their shares
creates a conflict of interest for them and may compromise their state law
fiduciary duties to the Company's other shareholders.  In making any such
sale, Company officers, directors and affiliates may consider their own
personal pecuniary benefit rather than the best interests of the Company
and the Company's other shareholders, and the other shareholders are not
expected to be afforded the opportunity to approve or consent to any
particular buy-out transaction involving shares held by members of
Company management.

	Mr. Gary M. Kornman is a director and officer of the Company and may
be deemed to be the beneficial owner of all shares purchased by Steadfast
Investments, L.P., and by GMK Family Holdings, L.L.C.

	There are no familial relationships between any of the directors or
officers of the Company.

<page>

ITEM 13.	EXHIBITS AND REPORTS ON FORM 8-K.

(a)	The Exhibits listed below are filed as part of this Annual Report.

Exhibit No.                    Document

 27  		     Financial Data Schedule


(b)	There have been no reports on Form 8-K filed for the annual reporting
	period ended May 31, 2001.




Signatures

       In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.


THE HERITAGE ORGANIZATION, INC.

By: /s/ ________________
Gary M. Kornman (Chairman of Board of Directors)
Date: August 27, 2001

By: /s/ ________________
W. Ralph Canada, Jr. (President & Director)
Date: August 27, 2001


By: /s/ ________________
Vickie A. Walker (Secretary-Treasurer & Director)
Date: August  27, 2001