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, 2005.

_____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 issuer in its charter)



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


                        Attn: Vickie Walker, P.O. Box 910
            --------------------------------------------------------
            Address of Principal Executive Office (street and number)

                              Addison, Texas 75001
                            ------------------------
                            City, State and Zip Code

                    Issuer's telephone number: (214) 662-4094

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

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

      Securities to be registered under Section 12(g) of the Exchange 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: $ 0.00.



<PAGE>



State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked priced of such common equity, 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 August 31, 2005.

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]



<PAGE>



                                     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, 2005, 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 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.

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.



<PAGE>



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.

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;


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(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 SmallCap Market, 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
SmallCap Market listing include, among other things, the requirements that the
issuer of the securities that are sought to be listed have stockholders equity
of $5,000,000, a market capitalization of $50,000,000, or net income of $750,000
in its latest fiscal year or two of the last three fiscal years. 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.

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.


<PAGE>



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.

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.



<PAGE>



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 Attn: Vickie Walker, PO Box
910, Addison, Texas 75001. The Company's telephone number there is (214)
662-4094. 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 accrues $50 per month as
additional paid-in capital for use of the 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 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".

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 Attn: Vickie Walker, PO Box
910, Addison, Texas 75001. 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 (214) 662-4094.

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.



<PAGE>



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, 2005.






<PAGE>



                                     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, and 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.

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

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 $43,000 from nine 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, 2005, reflects a total asset value of $1,426.

Results of Operations

During the period from August 28, 1996 (inception) through May 31, 2005, 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, 2005, 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.



<PAGE>



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. Notwithstanding
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."




<PAGE>



ITEM 7. FINANCIAL STATEMENTS.


                                    CONTENTS



Report of Independent Registered Public Accounting Firm                    F-1

Balance Sheet                                                              F-2

Statements of Operations                                                   F-3

Statement of Stockholders' Equity (Deficit)                                F-4

Statements of Cash Flows                                                   F-7

Notes to Financial Statements                                              F-8







<PAGE>


                               A.J. ROBBINS, P.C.
                          Certified Public Accountants
                              216 Sixteenth Street
                                    Suite 600
                             Denver, Colorado 80202

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders
The Heritage Organization, Inc.
Addison, Texas


We have audited the accompanying balance sheet of The Heritage Organization,
Inc. as of May 31, 2005, and the related statements of operations, changes in
stockholders' equity(deficit), and cash flows for each of the years in the two
year period then ended and for the period from inception (August 28, 1996) to
May 31, 2005. 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 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.
as of May 31, 2005, and the results of its operations and its cash flows for
each of the years in the two year period then ended and for the period from
inception (August 28, 1996) to May 31, 2005, in conformity with generally
accepted accounting principles 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 is in the development stage and has not
commenced operations. Its ability to continue as a going concern is dependent
upon its ability to develop additional sources of capital, locate and complete a
merger with another company and ultimately achieve profitable operations. These
conditions raise substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that might
results from the outcome of this uncertainty.


/s/ AJ. Robbins PC.
-------------------
AJ. Robbins PC
Certified Public Accountants

Denver, Colorado
July 20, 2005



                                      F-1
<PAGE>



                         THE HERTIAGE ORGANIZATION, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                  MAY 31, 2005
                                 =============

                                     ASSETS

CURRENT ASSETS

Cash and cash equivalents                                           $     1,426
                                                                    -----------

           Total Current Assets                                     $     1,426
                                                                    ===========








                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable                                                    $       408
Notes payable - related party                                            40,000
Accrued interest - related party                                          1,311
                                                                    -----------

           Total Current Liabilities                                     41,719
                                                                    ===========



COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
   Preferred stock, $0.00001 par value; 10,000,000 shares authorized;
      no shares issued and outstanding                                       --
   Common stock, $0.00001 par value; 99,000,000 shares authorized;
      14,000,000 shares issued and outstanding                              140
   Class B common stock, $0.00001 par value; 1,000,000 shares
      authorized; no shares issued and outstanding                           --
   Additional paid-in capital                                            92,219
   (Deficit) accumulated during the development stage                  (132,652)
                                                                    -----------

           Total Stockholders' Equity (Deficit)                         (40,293)
                                                                    -----------

                                                                    $     1,426
                                                                    ===========

               See accompanying notes to the financial statements
                                      F-2

<PAGE>
<TABLE>
<CAPTION>



                         THE HERTIAGE ORGANIZATION, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                            ========================

                                                                                     For the Period
                                               For the Year       For the Year       From Inception
                                                  Ended              Ended          (August 28, 1996)
                                               May 31, 2005       May 31, 2004       To May 31, 2005
                                             ----------------    ----------------    ----------------

<S>                                          <C>                 <C>                  <C>
REVENUES                                     $            ---    $            ---     $            5
                                             ----------------    ----------------     --------------

EXPENSES:
   Amortization                                           ---                 ---                300
   Bank charges                                           144                 102                349
   Consulting fees                                        ---                 ---             62,800
   Directors fees                                         ---                 ---                200
   Filing fee                                             ---                 ---                225
   Legal and professional                               7,118               8,536             53,202
   Office expense                                         ---                  75              2,534
   Rent expense                                           600                 600              5,250
                                             ----------------    ----------------     --------------

         Total Expenses                                 7,862               9,313            124,860
                                             ----------------    ----------------     --------------

(LOSS) FROM CONTINUING OPERATIONS                      (7,862)             (9,313)          (124,855)

OTHER (EXPENSE):
   Interest expense                                    (2,406)             (1,741)            (7,797)
                                             -----------------   -----------------    ---------------

NET (LOSS)                                   $        (10,268)   $        (11,054)    $     (132,652)
                                             =================   =================    ===============

NET (LOSS) PER SHARE                         $             *     $             *
                                             ----------------    ---------------

Weighted Average  Number of Shares
Outstanding                                        14,000,000          14,000,000
                                             ================    ================
</TABLE>

* = less than $0.01 per share



               See accompanying notes to the financial statements
                                       F-3


<PAGE>
<TABLE>
<CAPTION>



                         THE HERTIAGE ORGANIZATION, INC.
                          (A Development Stage Company)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
         FOR THE PERIOD FROM INCEPTION (AUGUST 28, 1996) TO MAY 31, 2005
         ===============================================================

                                                                                                       (Deficit)
                                                           Common Stock                               Accumulated
                                               -------------------------------------    Additional     During the   Stockholders'
                                               Per           Number                       Paid-In     Development      Equity
                                               Share       of Shares        Amount        Capital        Stage        (Deficit)
                                               --------   -----------    -----------    -----------  -------------  -------------
<S>                                                <C>        <C>        <C>            <C>           <C>            <C>
Common stock issued for cash and
   subscriptions receivable, August 1996           0.05       150,000    $         2    $     7,498   $        --    $     7,500
Common stock issued for Services, August 1996    0.0001    24,000,000            240             --            --            240
Shares cancelled                                     --   (22,800,000)          (228)           228            --             --
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             14         67,936       (63,964)         3,986

Shares cancelled                                     --      (120,000)            (1)             1            --             --
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             13         76,073       (76,111)           (25)

Common stock issued for cash May 1999           0.00008    12,740,000            127            873            --          1,000
Rent provided at no charge                           --            --             --            600            --            600
Expenses paid by shareholders                        --            --             --         11,073            --         11,073


</TABLE>



               See accompanying notes to the financial statements
                                       F-4

<PAGE>

<TABLE>
<CAPTION>


                         THE HERITAGE ORGANIZATION, INC.
                          (A Development Stage Company)
             STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (Continued)
         FOR THE PERIOD FROM INCEPTION (AUGUST 28, 1996) TO MAY 31, 2005
         ===============================================================

                                                                                            (Deficit)
                                                Common Stock                               Accumulated
                                    -------------------------------------    Additional     During the   Stockholders'
                                    Per           Number                       Paid-In     Development      Equity
                                    Share       of Shares        Amount        Capital        Stage        (Deficit)
                                    --------   -----------    -----------    -----------  -------------  -------------
<S>                                     <C>        <C>        <C>            <C>           <C>            <C>
Net loss, May 31, 1999                   --            --             --            --         (12,513)      (12,513)
                                    --------   -----------    -----------    -----------  -------------  -------------

Balance, May 31, 1999                    --    14,000,000            140        88,619         (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            140        89,219         (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            140        89,819         (98,925)       (8,966)

Rent provided at no charge               --            --            --            600             --            600
Net loss, May 31, 2002                   --            --            --             --          (5,719)       (5,719)
                                    --------   -----------    -----------    -----------  -------------  -------------

Balance, May 31, 2002                    --    14,000,000            140        90,419        (104,644)      (14,085)

Rent provided at no charge               --            --            --            600             --            600
Net loss, May 31, 2003                   --            --            --             --          (6,686)       (6,686)
                                    --------   -----------    -----------    -----------  -------------  -------------

Balance, May 31, 2003                    --    14,000,000            140        91,019        (111,330)      (20,171)

Rent provided at no charge               --            --            --            600             --            600

</TABLE>




               See accompanying notes to the financial statements
                                       F-5

<TABLE>
<CAPTION>
<PAGE>
                         THE HERTIAGE ORGANIZATION, INC.
                          (A Development Stage Company)
             STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (Continued)
         FOR THE PERIOD FROM INCEPTION (AUGUST 28, 1996) TO MAY 31, 2005
         ================================================================


                                                                                            (Deficit)
                                                Common Stock                               Accumulated
                                    -------------------------------------    Additional     During the   Stockholders'
                                    Per           Number                       Paid-In     Development      Equity
                                    Share       of Shares        Amount        Capital        Stage        (Deficit)
                                    --------   -----------    -----------    -----------  -------------  -------------
<S>                                     <C>        <C>        <C>            <C>           <C>            <C>
Net loss, May 31, 2004                   --            --              --           --          (11,054)       (11,054)
                                    --------   -----------    -----------    -----------  -------------  -------------

Balance, May 31, 2004                    --    14,000,000             140        91,619        (122,384)       (30,625)

Rent provided at no charge               --            --              --           600              --            600
Net loss, May 31, 2005                   --            --              --           --          (10,268)       (10,268)
                                    --------   -----------    -----------    -----------  -------------  -------------

Balance, May 31, 2005                    --    14,000,000     $       140    $   92,219   $    (132,652) $     (40,293)
                                    ========   ===========    ===========    ===========  =============  =============

</TABLE>





               See accompanying notes to the financial statements
                                       F-6


<PAGE>


<TABLE>
<CAPTION>

                         THE HERTIAGE ORGANIZATION, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                            ========================

                                                                                            For the Period
                                                                                            From Inception
                                               For the Year Ended   For the Year Ended  (August 28, 1996) to
                                                   May 31, 2005        May 31, 2004          May 31, 2005
                                               ------------------   ------------------   ------------------
<S>                                            <C>                  <C>                  <C>
CASH FLOWS FROM (TO) OPERATING
ACTIVITIES:
   Net (loss)                                  $         (10,268)   $         (11,054)   $        (132,652)
   Adjustments to reconcile net (loss) to
   net cash flows from operating activities:
     Amortization                                             --                   --                  300
     Rent expense                                            600                  600                5,250
     Expenses paid by shareholders                            --                   --               15,609
     Stock issued for directors' fees                         --                   --               59,960
     Stock issued for consulting fees                         --                   --                3,040
     Increase (decrease) in accounts
       payable                                               333                 (952)                 408
     Increase in accrued interest                            427                  247                1,311
                                               -----------------    -----------------    -----------------

Net Cash Flows (Used in) Operating
Activities                                                (8,908)             (11,159)             (46,774)
                                               -----------------    -----------------    -----------------

CASH FLOWS FROM (TO) INVESTING
 ACTIVITIES:
   Organization costs                                         --                   --                 (300)
                                               -----------------    -----------------    -----------------

Net Cash Flows (Used in) Investing
Activities                                                    --                   --                 (300)
                                               -----------------    -----------------    -----------------

CASH FLOWS FROM (TO) FINANCING
 ACTIVITIES:
   Issuance of common stock                                   --                   --                8,500
   Payments on notes payable
           - related party                                (3,000)                  --               (3,000)
   Proceeds from notes payable
           - related party                                10,000               10,000               43,000
                                               -----------------    -----------------    -----------------

Net Cash Flows Provided By Financing
Activities                                                 7,000               10,000               48,500
                                               -----------------    -----------------    -----------------

NET INCREASE (DECREASE) IN  CASH AND
CASH EQUIVALENTS                                          (1,908)              (1,159)               1,426

CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD                                        3,334                4,493                   --
                                               -----------------    -----------------    -----------------

CASH AND CASH EQUIVALENTS,  END OF
PERIOD                                         $           1,426    $           3,334    $           1,426
                                               =================    =================    =================
</TABLE>



              See accompanying notes to the financial statements
                                       F-7



<PAGE>

                         THE HERITAGE ORGANIZATION, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                          =============================


NOTE 1 - NATURE OF BUSINESS

The Heritage Organization, Inc. (the "Company") was incorporated under the laws
of the State of Colorado on August 28, 1996. The principal office of the Company
is in Addison, Texas 75001.

The Company is 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 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.

Going Concern and Plan of Operation
-----------------------------------
The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company is in the
development stage and has not earned any revenues from operations to date. The
Company also has experienced recurring losses and negative cash flows from
operations and has a working capital deficit and a stockholder deficit, which
raises substantial doubt about its ability to continue as a going concern.

The Company is currently devoting its efforts to seeking business opportunities.
The Company's ability to continue as a going concern is dependent upon its
ability to develop additional sources of capital, and ultimately, achieve
profitable operations. The accompanying financial statements do not include any
adjustments that might result from the outcome of these uncertainties.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 statement 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 amortized over a
sixty-month period. These costs were fully expensed as of December 31, 1999
under the requirements of SOP 98-5.

Earnings Per Common Share
-------------------------
The Company computes earnings per common share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (SFAS No. 128). The
Statement requires dual presentation of basic and diluted EPS on the face of the
income statement for all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS computation. Basic loss per
share is computed by dividing loss available to common shareholders by the
weighted average number of common shares outstanding. The computation of diluted
loss per share is similar to the basic loss per share computation except the
denominator is increased to include the number of additional shares that would
have been outstanding if the dilutive potential common shares had been issued.
In addition, the numerator is adjusted for any changes in income or loss that
would result from the assumed conversions of those potential shares. However,
such presentation is not required if the effect is antidilutive.


                                      F-8
<PAGE>
                         THE HERITAGE ORGANIZATION, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                          =============================



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash Equivalents
----------------
For purposes of the statements of cash flows, the Company considers all highly
liquid investments 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 principles requires the Company's management to
make estimates and assumptions that effect the amounts reported in these
financial statements and accompanying notes. Actual results could differ from
those estimates.

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

Concentrations of Risk
----------------------
The Company maintains all cash in bank accounts, which at times may exceed
federally insured limits. The Company has not experienced a loss in such
accounts.

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

Consideration of Other Comprehensive Income Items
-------------------------------------------------
Statement of Financial Accounting Standards No. 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,
2005, the Company's financial statements do not contain any changes in equity
that are required to be reported separately in comprehensive income.

Income Taxes
------------
Income taxes are accounted for under the asset and liability method. Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax basis and operating
loss and tax credit carryforwards. If deferred tax asset realizability is not
considered to be more likely than not, a valuation allowance is provided.

Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

Reclassification
----------------
Certain amounts in the prior period financial statements have been reclassified
for comparative purposes to conform to the presentation in the current period
financial statements.


                                      F-9

<PAGE>
                         THE HERITAGE ORGANIZATION, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                          =============================



NOTE 3 - STOCKHOLDERS' EQUITY

Common Stock
------------
The Company had initially authorized 100,000,000 shares of no par value Common
Stock and 10,000,000 shares of no par value Preferred Stock.

During the year ended May 31, 1998, the Board of Directors authorized a 10 for 1
forward stock split.

In January 2000, the Board of Directors approved an amendment to the Articles of
Incorporation, authorizing Class B Common Stock and a par value of $0.00001 to
the Common Stock, Class B Common Stock and Preferred Stock.

All per share amounts and number of shares outstanding in this report have been
restated for the stock split and a par value of $0.00001.

Each share of Common Stock entitles the holder to one vote. In contrast, each
share of Class B Common Stock entitles the holder to 10,000 votes.

Preferred Stock
---------------
The Company's Certificate of Incorporation authorizes the issuance of 10,000,000
shares of preferred stock. 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.

NOTE 4 - RELATED PARTY TRANSACTIONS

Notes Payable
-------------
The Company has eight unsecured notes payable to a shareholder totaling $40,000
as follows:

Maturity Date          Interest Rate                 Principal Amount
-------------          -------------                 ----------------

August 4, 2005           6.00%                     $            5,000
August 18, 2005          6.50%                                  5,000
September 18,2005        6.50%                                  5,000
November 8, 2005         6.75%                                  5,000
November 21, 2005        7.00%                                  5,000
February 10, 2006        7.50%                                  5,000
March 18, 2006           7.75%                                  5,000
May 16, 2006             8.00%                                  5,000
                                                   ------------------

                                                   $           40,000
                                                   ==================

The notes are payable on the earlier of the demand date or the maturity date
specified above. All outstanding notes payable are for a term of one year. The
Company has historically paid the shareholder accrued interest at the maturity
date of notes payable and has entered into a new one-year loan for the
outstanding principal balance. During the year ended May 31, 2005 the Company
renewed notes payable of $30,000, with interest rates of 6.00%. At the dates of
renewal, the interest rates were increased to rates ranging from 6.50% to 8.00%
depending on the time of renewal. In addition, one note of $3,000 was repaid and
two notes of $5,000 each were entered into. Also, a new note was entered into on
June 2, 2005, in the amount of $5,000 at the rate of 8.00%.

One shareholder is the Company's sole lender. Management of the Company
anticipates that the shareholder will continue to renew its notes payable and
make new advances to the Company as necessary.


                                      F-10


<PAGE>
                         THE HERITAGE ORGANIZATION, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                          =============================


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

NOTE 5 - INCOME TAXES

The Company has Federal net operating loss carryforwards of approximately
$133,000 expiring 2012 through 2025. The tax benefit of these net operating
losses is approximately $26,000 and has been offset by a full allowance for
realization. This carryforward may be limited upon consummation of a business
combination under Section 381 of the Internal Revenue Code. For the period ended
May 31, 2005, the valuation allowance increased by approximately $2,015.

NOTE 6 - SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES

The Company recorded rent expense for the years ended May 31, 2005 and 2004 of
$50 per month for a total of $600 and $600, respectively.

Interest paid totaled $1,980 and $1,493 for the years ended May 31, 2005 and
2004, respectively.






                                      F-11

<PAGE>

                                    PART III

Item 8A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures. The Company's management, with the
participation of the Company's Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Company's disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the
end of the period covered by this report. Based on such evaluation, the
Company's Chief Executive Officer and Chief Financial Officer has concluded
that, as of the end of such period, the Company's disclosure controls and
procedures are effective. Notwithstanding the foregoing, a control system, no
matter how well designed and operated, can provide only reasonable, not
absolute, assurance that it will detect or uncover failures within the Company
to disclose material information otherwise required to be set forth in the
Company's periodic reports.

Internal Control Over Financial Reporting. There have not been any changes in
the Company's internal control over financial reporting (as such term is defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal
quarter to which this report relates that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.

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      62                 Chairman of Board of Directors
                                        since May 1999

Vickie A. Walker     46                 Treasurer & Director since
                                        May 1999
                                        Secretary since October 1999
                                        President since July 2002


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 held a formal meeting on July 15, 2002 to amend
the bylaws of the Company to provide that the number of directors of the Company
shall be within a range of no less than one but no more than five. The Company's
bylaws had previously stated that the number of directors of the Company should
be within a range of no less than three but no more than five. The amended and
restated bylaws are attached as an exhibit to this Form 10K-SB. The board of
directors also appointed Vickie A. Walker as President of the Company effective
July 15, 2002.

Biographical Information

Gary M. Kornman

Mr. Kornman was Chief Executive of The Heritage Organization, L.L.C., from
March, 1995 until approximately May 1, 2004. On May 17, 2004, The Heritage
Organization, L.L.C. filed a petition under Chapter 11 of the U.S. Bankruptcy
Code being Case No. 04-35574-SAF-11 in the United States Bankruptcy Court for
the Northern District of Texas Dallas Division. Mr. Kornman 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. Mr. Kornman is also the sole shareholder, and an officer and
director of many other corporations.


<PAGE>



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.

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.

On August 18, 2004, the United States Securities and Exchange Commission (the
"SEC") filed a lawsuit in the Untied States District Court for the Northern
District of Texas, Dallas Division, Civil Action No. 3:04 CV 1803-L, against Mr.
Gary M. Kornman alleging insider trading.

Mr. Kornman believes that the allegations of the Complaint by the SEC are
completely without merit and he is vigorously defending against them. On
November 8, 2004, Mr. Kornman filed a Motion to Dismiss Complaint ("the Motion
to Dismiss"). The Motion to Dismiss is currently pending.

Vickie A. Walker

Ms. Walker was Secretary-Treasurer and Chief Financial Executive of The Heritage
Organization, L.L.C., from March, 1995 through August 15, 2004. On May 17, 2004,
The Heritage Organization, L.L.C. filed a petition under Chapter 11 of the U.S.
Bankruptcy Code being Case No. 04-35574-SAF-11 in the United States Bankruptcy
Court for the Northern District of Texas Dallas Division. Mrs. Walker also
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.

In addition to her normal finance and accounting duties, she coordinates
Contract Drafting and Negotiations, Legal Entities Formation, and Licensing and
Filings. Ms. Walker served 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 was 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.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDERS' MATTERS.

(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%
Attn: Vickie Walker,
PO Box 910
Addison, Texas 75001-0910

GMK Family Holdings, L.L.C.          1,656,200              11.83%
Attn: Vickie Walker
PO Box 910
Addison, Texas 75001-0910



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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%
Attn: Vickie Walker
PO Box 910
Addison, Texas 75001-0910

Vickie A. Walker                            0                   0%
P O Box 910
Addison, Texas 75001

All directors and executive
officers (2 persons)               12,740,000                  91%


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.



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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.


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**


              31.1  Certification pursuant to Rule 13a-14(a) or 15d-14(a) under
                    the Securities Exchange Act of 1934, as amended. *

              32.1  Certification of Chief Executive Officer and President of
                    the Company, pursuant to 18 U.S.C. Section 1350, as adopted
                    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

* Filed herewith

** Bylaws have been previously filed as an exhibit to the company on form 10ksb
for the year 2002. There have been no sigfnificant changes.

(b) There have been no reports on Form 8-K filed for the annual reporting period
ended May 31, 2005.

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
    --------------------------------------------
Gary M. Kornman (Chairman of Board of Directors)
Date: August 31, 2005


By: /s/ Vickie A. Walker
    --------------------------------------------
Vickie A. Walker (Secretary-Treasurer, President & Director)
Date: August 31, 2005






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