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, 2002.

_____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:   $  0.00.

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, 2002.

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, 2002, 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.

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.

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.

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.

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".

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, 2002.


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 OR

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 $18,000 from four
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, 2002, reflects a total asset value of $4,668.

Results of Operations

During the period from August 28, 1996 (inception) through May 31,
2002, 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, 2002, 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.  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."


ITEM 7.	FINANCIAL STATEMENTS.



The Heritage Organization, Inc.
fka Buffalo Capital III, Ltd.
(A Development Stage Company)

Financial Statements

May 31, 2002


CONTENTS


                                                                 Page


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                          F-1

BALANCE SHEET                                                     F-2

STATEMENTS OF OPERATIONS                                          F-3

STATEMENTS OF CASH FLOWS                                          F-4

STATEMENT OF STOCKHOLDERS' EQUITY                          F-5 to F-6

NOTES TO FINANCIAL STATEMENTS                              F-7 to F-9


REPORT OF INDEPENDENT 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, 2002,
and the related statements of operations, stockholders' equity, and cash
flows for the years ended May 31, 2002 and 2001, and for the period
from inception (August 28, 1996) to May 31, 2002. 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 auditing standards generally
accepted in the United States of America.  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, 2002, and the results of its operations,
 the changes in its stockholders' equity and its cash flows for the years
 ended May 31, 2002 and 2001, and for the period from inception
(August 28, 1996) to May 31, 2002, in conformity with accounting
principles generally accepted in the United States of America.


Denver, Colorado
July 5, 2002

PROFESSIONAL CORPORATION


                        THE HERITAGE ORGANIZATION, INC.
                         fka Buffalo Capital III, Ltd.
                        (A Development Stage Company)
                                 BALANCE SHEET
                                  May 31, 2002

ASSETS

CURRENT ASSETS
Cash and cash equivalents	               $4,668
                                           --------
Total current assets			          4,668
                                           --------
TOTAL ASSETS	                           $4,668
                                           ========


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                                $75
Notes payable - related party                18,000
Accrued interest - related party                678
                                           --------
Total current liabilities                    18,753

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 andoutstanding                         8,500
Additional paid-in capital                   82,059
Deficit accumulated during the development
stage                                      (104,644)
                                          ----------
                                            (14,085)
                                          ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $4,668
                                             ======



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


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

                         For the period
                         from inception    For the      For the
                         (August 28, 1996) year ended   year ended
                         to May 31,        May 31,      May 31,
                         2002              2002         2001
                         ----------------  -----------  -----------
REVENUES                 $              5  $         -  $         5

EXPENSES
Amortization                          300            -            -
Bank charges                          103            -            -
Consulting fees                    62,800            -            -
Directors' fees                       200            -            -
Interest expense                    2,337        1,076          869
Filing fee                            205            -           25
Legal and professional             32,700        4,043        3,851
Office expense                      2,554            -            -
Rent expense                        3,450          600          600
                        -----------------  ------------  -----------
Total expenses                    104,649        5,719        5,345

NET LOSS                         (104,644)      (5,719)      (5,340)

Accumulated deficit

Balance, beginning of period            -      (98,925)     (93,585)
                        -----------------  ------------  ----------
Balance, end of period  $        (104,644) $  (104,644)  $  (98,925)
                        -----------------  ------------  ----------
NET LOSS PER SHARE      $           (0.01) $      (NIL)  $     (NIL)
                        -----------------  ------------  -----------
WEIGHTED AVERAGE
NUMBER OF  SHARES
OUTSTANDING                     7,795,238   14,000,000    14,000,000
                        -----------------  ------------  -----------

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


                           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, 2002

                                                            Deficit
                                                          accumulated
                        Price    Common stock  Additional during the  Total
                        per    Number          paid-in  development stockholder
                        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 cancelled            - (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)

Rent provided at no
charge                      -          -      -       600          -       600

Net loss, May 31, 2002      -          -      -         -     (5,719)   (5,719)

Balance, May 31, 2002       -  14,000,000 8,500    82,059   (104,644)  (14,085)
 			     ======  ========== ====== =========  =========  ========

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



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

                                For the period
                                from inception     For the 	   For the
                                (August 28, 1996)  year ended  year ended
                                to May 31,         May 31,	   May 31,
                                2002               2002 	   2001

CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss                        $      (104,644)   $  (5,719) $  (5,340)
Adjustments to reconcile
net loss to net cash flows from
operating activities:
Amortization                                300            -          -
Rent expense                              3,450          600        600
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                                    75           69        (44)
Increase (decrease) in accrued
  interest                                  678          (73)       359
                                 --------------    ---------   --------

Net cash flows from operating
activities                              (21,532)      (5,123)    (4,425)

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

 CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock                  8,500            -          -
Notes payable - related party            18,000        8,000 	5,000
                                 --------------    ---------   --------
Net cash flows from financing
activities                               26,500        8,000      5,000
                                 --------------    ---------   --------
 NET INCREASE IN CASH
AND CASH EQUIVALENTS                      4,668        2,877        575

 CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD                           -        1,791      1,216
                                 --------------    ---------   --------
 CASH AND CASH EQUIVALENTS,               4,668        4,668      1,791
                                 ==============    =========   ========


The accompanying notes are an integral part of the financial
statements


             THE HERITAGE ORGANIZATION, INC.
               fka Buffalo Capital III, Ltd.
              (A Development Stage Company)
              NOTES TO FINANCIAL STATEMENTS
                     May 31, 2002

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 principal office of the Company is 5001
Spring Valley Road, Suite 800 East Tower, 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
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.

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

Statements of Cash Flows
For purposes of the statements 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 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.


1.	Summary of Significant Accounting Policies (continued)
Fair Value 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 services or assets received
 in exchange.

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,
2002, 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, 2002, 14,000,000 shares of the Company's no par value
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 Holdings, LLC.

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.  Unless otherwise indicated, 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.  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 the
financial statements, the Company is accruing $50 per month as additional
paid-in capital for this use.

Notes Payable
The Company has four unsecured notes payable to a shareholder totaling
$18,000 as follows:

Maturity date        Interest rate     Principal amount
August 17, 2002	       8.75%	        $5,000
October 5, 2002	       7.00%	        $3,000
November 21, 2002	       7.00%	        $5,000
May 16, 2003	       6.75%	        $5,000

The notes are payable on the earlier of the demand date or the maturity date
specified above.   Interest of $678 was included in operations for the year
ended May 31, 2002.

4.Income Taxes
The Company has Federal net operating loss carryforwards of
approximately $104,600 expiring during the years 2012, 2013, and 2019
through 2022.  The tax benefit of these net operating losses is
approximately $20,500 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, 2002, the valuation allowance increased by
approximately $1,700.

5.	Supplemental Disclosure of Non-cash Financing Activities
The Company recorded rent expense for the years ended May 31, 2002
and 2001 of $50 per month for a total of $600 and $600, respectively.



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      58                Chairman of Board of Directors
                                        since May 1999

Vickie A. Walker     43                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 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.

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.

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.


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

(a)	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
(b)	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.


(c)	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

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


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.

	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

              27 Bylaws


(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 21, 2002


By: /s/ ___________________________________________
Vickie A. Walker (Secretary-Treasurer, Presidnet & Director)
Date: August  21, 2002


BYLAWS
OF
The Heritage Organization, Inc.


ARTICLE I
Offices

The principal office of the corporation shall be designated from time to
time by the corporation and may be within or outside of Colorado.

The corporation may have such other offices, either within or outside
Colorado, as the board of directors may designate or as the business of
the corporation may require from time to time.

The registered office of the corporation required by the Colorado
Business Corporation Act to be maintained in Colorado may be, but
need not be, identical with the principal office, and the address of the
registered office may be changed from time to time by the board of
directors.


ARTICLE II
Shareholders

Section 1.Annual Meeting.  The annual meeting of the shareholders
shall be held on a date and at a time fixed by the board of directors of
the corporation (or by the president in the absence of action by the
board of directors), beginning with the year 2002, for the purpose of
electing directors and for the transaction of such other business as may
come before the meeting.  If the election of directors is not held on the
day fixed as provided herein for any annual meeting of the shareholders,
or any adjournment thereof, the board of directors shall cause the
election to be held at a special meeting of the shareholders as soon
thereafter as it may conveniently be held.

A shareholder may apply to the district court in the county in Colorado
where the corporation's principal office is located or, if the corporation
has no principal office in Colorado, to the district court of the county in
which the corporation's registered office is located to seek an order that
a shareholder meeting be held (i) if an annual meeting was not held
within six months after the close of the corporation's most recently
ended fiscal year or fifteen months after its last annual meeting,
whichever is earlier, or (ii) if the shareholder participated in a proper
call of or proper demand for a special meeting and notice of the special
meeting was not given within thirty days after the date of the call or
the date the last of the demands necessary to require calling of the
meeting was received by the corporation pursuant to C.R.S.
Section 7-107- 102(1)(b), or the special meeting was not held in
accordance with the notice.

Section 2.Special Meetings.  Unless otherwise prescribed by statute,
special meetings of the shareholders may be called for any purpose by
the president or by the board of directors.  The president shall call a
special meeting of the shareholders if the corporation receives one or
more written demands for the meeting, stating the purpose or purposes
for which it is to be held, signed and dated by holders of shares
representing at least ten percent of all the votes entitled to be cast on
any issue proposed to be considered at the meeting.

Section 3.Place of Meeting.  The board of directors may designate any
place, either within or outside Colorado, as the place for any annual
meeting or any special meeting called by the board of directors.  A
waiver of notice signed by all shareholders entitled to vote at a meeting
may designate any place, either within or outside Colorado, as the place
for such meeting.  If no designation is made, or if a special meeting is
called other than by the board, the place of meeting shall be the principal
office of the corporation.

Section 4.Notice of Meeting.  Written notice stating the place, date, and
hour of the meeting shall be given not less than ten nor more than sixty
days before the date of the meeting, except that (i) if the number of
authorized shares is to be increased, at least thirty days' notice shall be
given, or (ii) any other longer notice period is required by the Colorado
Business Corporation Act.  Notice of a special meeting shall include a
description of the purpose or purposes of the meeting.  Notice of an
annual meeting need not include a description of the purpose or purposes
of the meeting except the purpose or purposes shall be stated with
respect to (i) an amendment to the articles of incorporation of the
corporation, (ii) a merger or share exchange in which the corporation
is a party and, with respect to a share exchange, in which the
corporation's shares will be acquired, (iii) a sale, lease, exchange or other
disposition, other than in the usual and regular course of business, of all
or substantially all of the property of the corporation or of another entity
which this corporation controls, in each case with or without the
goodwill, (iv) a dissolution of the corporation, or (v) any other purpose
for which a statement of purpose is required by the Colorado Business
Corporation Act.  Notice shall be given personally or by mail, private
carrier, telegraph, teletype, electronically transmitted facsimile or other
form of wire or wireless communication by or at the direction of the
president, the secretary, or the officer or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting.  If mailed
and if in a comprehensible form, such notice shall be deemed to be
given and effective when deposited in the United States mail, addressed
to the shareholder at his address as it appears in the corporation's
current record of shareholders, with postage prepaid.  If notice is given
other than by mail, and provided that such notice is in a comprehensible
form, the notice is given and effective on the date received by the
shareholder.

If requested by the person or persons lawfully calling such meeting, the
secretary shall give notice thereof at corporation expense.  No notice
need be sent to any shareholder if three successive notices mailed to the
last known address of such shareholder have been returned as
undeliverable until such time as another address for such shareholder is
made known to the corporation by such shareholder.  In order to be
entitled to receive notice of any meeting, a shareholder shall advise the
corporation in writing of any change in such shareholder's mailing
address as shown on the corporation's books and records.

When a meeting is adjourned to another date, time or place, notice need
not be given of the new date, time or place if the new date, time or
place of such meeting is announced before adjournment at the meeting
at which the adjournment is taken.  At the adjourned meeting the
corporation may transact any business which may have been transacted
at the original meeting.  If the adjournment is for more than 120 days,
or if a new record date is fixed for the adjourned meeting, a new notice
of the adjourned meeting shall be given to each shareholder of record
entitled to vote at the meeting as of the new record date.

A shareholder may waive notice of a meeting before or after the time
and date of the meeting by a writing signed by such shareholder.  Such
waiver shall be delivered to the corporation for filing with the corporate
records.  Further, by attending a meeting either in person or by proxy, a
shareholder waives objection to lack of notice or defective notice of the
meeting unless the shareholder objects at the beginning of the meeting to
the holding of the meeting or the transaction of business at the meeting
because of lack of notice or defective notice.  By attending the meeting,
the shareholder also waives any objection to consideration at the meeting
of a particular matter not within the purpose or purposes described in the
meeting notice unless the shareholder objects to considering the matter
when it is presented.

Section 5. Fixing of Record Date.  For the purposes of determining
shareholders entitled to (i) notice of or vote at any meeting of
shareholders or any adjournment thereof, (ii) receive distributions or
share dividends, or (ii) demand a special meeting, or to make a
determination of shareholders for any other proper purpose, the board
of directors may fix a future date as the record date for any such
determination of shareholders, such date in any case to be not more
than seventy days, and, in case of a meeting of shareholders not less
than ten days, prior to the date on which the particular action requiring
such determination of shareholders is to be taken.  If no record date is
fixed by the directors, the record date shall be the date on which notice
of the meeting is mailed to shareholders, or the date on which the
resolution of the board of directors providing for a distribution is
adopted, as the case may be.  When a determination of shareholders
entitled to vote at any meeting of shareholders is made as provided in
this Section, such determination shall apply to any adjournment thereof
unless the board of directors fixes a new record date, which it must do if
the meeting is adjourned to a date more than 120 days after the date fixed
for the original meeting.

Notwithstanding the above, the record date for determining the
shareholders entitled to take action without a meeting or entitled to be
given notice of action so taken shall be the date a writing upon which the
action is taken is first received by the corporation.  The record date for
determining shareholders entitled to demand a special meeting shall be the
date of the earliest of any of the demands pursuant to which the meeting is
called.

Section 6. Voting Lists.  The secretary shall make, at the earlier of ten
days before each meeting of shareholders or two business days after
notice of the meeting has been given, a complete list of the shareholders
entitled to be given notice of such meeting or any adjournment thereof.
The list shall be arranged by voting groups and within each voting group
by class or series of shares, shall be in alphabetical order within each
class or series, and shall show the address of and the number of shares
of each class or series held by each shareholder.  For the period
beginning the earlier of ten days prior to the meeting or two business
days after notice of the meeting is given and continuing through the
meeting and any adjournment thereof, this list shall be kept on file at
the principal office of the corporation, or at a place (which shall be
identified in the notice) in the city where the meeting will be held.
Such list shall be available for inspection on written demand by any
shareholder (including for the purpose of this Section 6 any holder of
voting trust certificates) or his agent or attorney during regular business
hours and during the period available for inspection.  The original stock
transfer books shall be prima facie evidence as to the shareholders
entitled to examine such list or to vote at any meeting of shareholders.

Any shareholder, his agent or attorney may copy the list during regular
business hours and during the period it is available for inspection,
provided (i) the shareholder has been a shareholder for at least three
months immediately preceding the demand or holds at least five percent
of all outstanding shares of any class of shares as of the date of the
demand, (ii) the demand is made in good faith and for a purpose
reasonably related to the demanding shareholder's interest as a
shareholder, (iii) the shareholder describes with reasonable particularity
the purpose and the records the shareholder desires to inspect, (iv) the
records are directly connected with the described purpose and (v) the
shareholder pays a reasonable charge covering the costs of labor and
material for such copies, not to exceed the estimated cost of production
and reproduction.

Section 7. Recognition Procedure for Beneficial Owners. The board of
directors may adopt by resolution a procedure whereby a shareholder
of the corporation may certify in writing to the corporation that all or a
portion of the shares registered in the name of such shareholder are held
for the account of a specified person or persons.  The resolution may
set forth (i) the types of nominees to which it applies, (ii) the rights or
privileges that the corporation will recognize in a beneficial owner,
which may include rights and privileges other than voting; (iii) the
form of certification and the information to be contained therein, (iv) if
the certification is with respect to a record date, the time within which
the certification must be received by the corporation, (v) the period for
which the nominee's use of the procedure is effective, and (vi) such
other provisions with respect to the procedure as the board deems
necessary or desirable.  Upon receipt by the corporation of a
certificate complying with the procedure established by the board of
directors, the persons specified in the certification shall be deemed,
for the purpose or purposes set forth in the certification, to be the
registered holders of the number of shares specified in place of the
shareholder making the certification.

Section 8. Quorum and Manner of Acting.  One-third of the votes
entitled to be cast on a matter by a voting group shall constitute a
quorum of that voting group for action on the matter.  If less than
one- third of such votes are represented at a meeting, a majority of
the votes so represented may adjourn the meeting from time to time
without further notice, for a period not to exceed 120 days for any
one adjournment.  If a quorum is present at such adjourned meeting,
any business may be transacted which might have been transacted
at the meeting as originally noticed.  The shareholders present at a
duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shareholders
to leave less than a quorum, unless the meeting is adjourned and a
new record date is set for the adjourned meeting.

If a quorum exists, action on a matter other than the election of directors
by a voting group is approved if the votes cast within the voting group
favoring the action exceed the votes cast within the voting group
opposing the action, unless the vote of a greater number or voting by
classes is required by law or the articles of incorporation.

Section 9. Proxies.  At all meetings of shareholders, a shareholder may
vote by proxy by signing an appointment form or similar writing, either
personally or by his duly authorized attorney-in-fact.  A shareholder
may also appoint a proxy by transmitting or authorizing the transmission
of a telegram, teletype, or other electronic transmission providing a
written statement of the appointment to the proxy, a proxy solicitor,
proxy support service organization, or other person duly authorized by
the proxy to receive appointments as agent for the proxy, or to the
corporation.  The transmitted appointment shall set forth or be
transmitted with written evidence from which it can be determined
that the shareholder transmitted or authorized the transmission of the
appointment.  The proxy appointment form or similar writing shall
be filed with the secretary of the corporation before or at the time of
the meeting.  The appointment of a proxy is effective when received
by the corporation and is valid for eleven months unless a different
period is expressly provided in the appointment form or similar writing.

Any complete copy, including an electronically transmitted facsimile,
of an appointment of a proxy may be substituted for or used in lieu of
the original appointment for any purpose for which the original
appointment could be used.

Revocation of a proxy does not affect the right of the corporation to
accept the proxy's authority unless (i) the corporation had notice that
the appointment was coupled with an interest and notice that such
interest is extinguished is received by the secretary or other officer or
agent authorized to tabulate votes before the proxy exercises his
authority under the appointment, or (ii) other notice of the revocation
of the appointment is received by the secretary or other officer or agent
authorized to tabulate votes before the proxy exercises his authority
under the appointment.  Other notice of revocation may, in the
discretion of the corporation, be deemed to include the appearance at
a shareholders' meeting of the shareholder who granted the proxy and
his voting in person on any matter subject to a vote at such meeting.

The death or incapacity of the shareholder appointing a proxy does not
affect the right of the corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the secretary or other
officer or agent authorized to tabulate votes before the proxy exercises his
authority under the appointment.

The corporation shall not be required to recognize an appointment made
irrevocable if it has received a writing revoking the appointment signed
by the shareholder (including a shareholder who is a successor to the
shareholder who granted the proxy) either personally or by his attorney
-in-fact, notwithstanding that the revocation may be a breach of an
obligation of the shareholder to another person not to revoke the
appointment.

Subject to Section 11 and any express limitation on the proxy's
authority appearing on the appointment form, the corporation is entitled
to accept the proxy's vote or other action as that of the shareholder
making the appointment.

Section 10. Voting of Shares.  Each outstanding share of Common Stock
or Preferred Stock shall be entitled to one vote, and each outstanding
share of Class B Common Stock shall be entitled to 10,000 votes, and
each fractional share shall be entitled to a corresponding fractional vote
on each matter submitted to a vote at a meeting of shareholders, except
to the extent that the voting rights of the shares of any class or classes
are limited or denied by the articles of incorporation as permitted by
the Colorado Business Corporation Act.  Cumulative voting shall not be
permitted in the election of directors or for any other purpose.  Each
record holder of stock shall be entitled to vote in the election of directors
and shall have as many votes for each of the shares owned by him as
there are directors to be elected and for whose election he has the right
to vote.

At each election of directors, that number of candidates equaling the
number of directors to be elected, having the highest number of votes
cast in favor of their election, shall be elected to the board of directors.

Except as otherwise ordered by a court of competent jurisdiction upon
a finding that the purpose of this Section would not be violated in the
circumstances presented to the court, the shares of the corporation are
not entitled to be voted if they are owned, directly or indirectly, by a
second corporation, domestic or foreign, and the first corporation owns,
directly or indirectly, a majority of the shares entitled to vote for
directors of the second corporation except to the extent the second
corporation holds the shares in a fiduciary capacity.

Redeemable shares are not entitled to be voted after notice of redemption
is mailed to the holders and a sum sufficient to redeem the shares has
been deposited with a bank, trust company or other financial institution
under an irrevocable obligation to pay the holders the redemption price
on surrender of the shares.

Section 11. Corporation's Acceptance of Votes.  If the name signed on
a vote, consent, waiver, proxy appointment, or proxy appointment
revocation corresponds to the name of a shareholder, the corporation, if
acting in good faith, is entitled to accept the vote, consent, waiver, proxy
appointment or proxy appointment revocation and give it effect as the
act of the shareholder.  If the name signed on a vote, consent, waiver,
proxy appointment or proxy appointment revocation does not correspond
to the name of a shareholder, the corporation, if acting in good faith, is
nevertheless entitled to accept the vote, consent, waiver, proxy
appointment or proxy appointment revocation and to give it effect as the
act of the shareholder if:

(i) the shareholder is an entity and the name signed purports to be that of
an officer or agent of the entity;

(ii) the name signed purports to be that of an administrator, executor,
guardian or conservator representing the shareholder and, if the
corporation requests, evidence of fiduciary status acceptable to the
corporation has been presented with respect to the vote, consent,
waiver, proxy appointment or proxy appointment revocation;

(iii) the name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the corporation requests, evidence
of this status acceptable to the corporation has been presented with
respect to the vote, consent, waiver, proxy appointment or proxy
appointment revocation;

(iv) the name signed purports to be that of a pledgee, beneficial owner or
attorney-in-fact of the shareholder and, if the corporation requests,
evidence acceptable to the corporation of the signatory's authority to
sign for the shareholder has been presented with respect to the vote,
consent, waiver, proxy appointment or proxy appointment revocation;

(v) two or more persons are the shareholder as co-tenants or fiduciaries
and the name signed purports to be the name of at least one of the co-
tenants or fiduciaries, and the person signing appears to be acting on
behalf of all the co-tenants or fiduciaries; or


(vi) the acceptance of the vote, consent, waiver, proxy appointment or
proxy appointment revocation is otherwise proper under rules
established by the corporation that are not inconsistent with this
Section 11.

The corporation is entitled to reject a vote, consent, waiver, proxy
appointment or proxy appointment revocation if the secretary or other
officer or agent authorized to tabulate votes, acting in good faith, has
reasonable basis for doubt about the validity of the signature on it or
about the signatory's authority to sign for the shareholder.

Neither the corporation nor its officers nor any agent who accepts or r
ejects a vote, consent, waiver, proxy appointment or proxy appointment
revocation in good faith and in accordance with the standards of this
Section is liable in damages for the consequences of the acceptance or
rejection.

Section 12. Informal Action by Shareholders.  Any action required or
permitted to be taken at a meeting of the shareholders may be taken
without a meeting if a written consent (or counterparts thereof) that sets
forth the action so taken is signed by all of the shareholders entitled to
vote with respect to the subject matter thereof and received by the
corporation.  Such consent shall have the same force and effect as a
unanimous vote of the shareholders and may be stated as such in the
document.  Action taken under this Section 12 is effective as of the date
the last writing necessary to effect this action is received by the
corporation, unless all of the writings specify a different effective date,
in which case such specified date shall be the effective date for such
action.  If any shareholder revokes his consent as provided for herein
prior to what would otherwise be the effective date, the action proposed
in the consent shall be invalid.  The record date for determining
shareholders entitled to take action without a meeting is the date the
corporation receives a writing upon which the action is taken.

Any shareholder who has signed a writing describing and consenting to
action taken pursuant to this Section 12 may revoke such consent by a
writing signed by the shareholder describing the action and stating that
the shareholder's prior consent thereto is revoked, if such writing is
received by the corporation before the effectiveness of the action.

Any written consent executed pursuant to this Section 12 may be
executed in as many counterparts as may be convenient or required.  It
shall not be necessary that the signature of, or on behalf of, each party,
or that the signature of all persons required to bind any party, appear
to each counterpart.  All counterparts shall collectively constitute a
single instrument.  A photocopy, a facsimile, and/or a photocopy of a
facsimile of any signature shall be as valid as an original.

Section 13. Meetings by Telecommunication.  Any or all of the
shareholders may participate in an annual or special shareholders'
meeting by, or the meeting may be conducted through the use of, any
means of communication by which all persons participating in the
meeting may hear each other during the meeting.  A shareholder
participating in a meeting by this means is deemed to be present in
person at the meeting.


ARTICLE III
Board of Directors

Section 1. General Powers.  All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the corporation
shall be managed under the direction of its board of directors, except as
otherwise provided in the Colorado Business Corporation Act or the
articles of incorporation.

Section 2. Number, Qualifications and Tenure.  The number of directors
of the corporation shall be fixed from time to time by the board of
directors, within a range of no less than one or more than five.  A director
shall be a natural person who is eighteen years of age or older.  A
director need not be a resident of Colorado or a shareholder of the
corporation.

Directors shall be elected at each annual meeting of shareholders.
Each director shall hold office until the next annual meeting of
shareholders following his election and thereafter until his successor
shall have been elected and qualified.  Directors shall be removed in the
manner provided by the Colorado Business Corporation Act.

Section 3. Vacancies.  Any director may resign at any time by giving
written notice to the corporation.  Such resignation shall take effect at the
time the notice is received by the corporation unless the notice specifies a
later effective date.  Unless otherwise specified in the notice of
resignation, he corporation's acceptance of such resignation shall not be
necessary to make it effective.   Any vacancy on the board of directors
may be filled by he affirmative vote of a majority of the shareholders or
the board of directors.  If the directors remaining in office constitute
fewer than a quorum of the board, the directors may fill the vacancy by
the affirmative vote of a majority of all the directors remaining in office.
If elected by the directors, the director shall hold office until the next
annual shareholder's meeting at which directors are elected.  If elected
by the shareholders, the director shall hold office for the unexpired term
of his predecessor in office; except that, if the director's predecessor was
elected by the directors to fill a vacancy, the director elected by the
shareholders shall hold office or the unexpired term of the last
predecessor elected by the shareholders.

Section 4. Regular Meetings.  A regular meeting of the board of directors
shall be held without notice immediately after and at the same place as
the annual meeting of shareholders.  The board of directors may provide
by resolution the time and place, either within or outside Colorado, for
the holding of additional regular meetings without other notice.

Section 5. Special Meetings.  Special meetings of the board of directors
may be called by or at the request of the president or any two directors.
The person or persons authorized to call special meetings of the board of
directors may fix any place, either within or outside Colorado, as the
place for holding any special meeting of the board of directors called by
them, provided that no meeting shall be called outside the State of
Colorado unless a majority of the board of directors has so authorized.

Section 6. Notice.  Notice of any special meeting shall be given at least
two days prior to the meeting by written notice either personally
delivered or mailed to each director at his business address, or by notice
transmitted by telegraph, telex, electronically transmitted facsimile or
other form of wire or wireless communication.  If mailed, such notice
shall be deemed to be given and to be effective on the earlier of (i) three
days after such notice is deposited in the United States mail, properly
addressed, with postage prepaid, or (ii) the date shown on the return
receipt, if mailed by registered or certified mail return receipt requested.
If notice is given by telex, electronically transmitted facsimile or other
similar form of wire or wireless communication, such notice shall be
deemed to be given and to be effective when sent, and with respect to
a telegram, such notice shall be deemed to be given and to be effective
when the telegram is delivered to the telegraph company.  If a director
has designated in writing one or more reasonable addresses or facsimile
numbers for delivery of notice to him, notice sent by mail, telegram,
telex, electronically transmitted facsimile or other form of wire or
wireless communication shall not be deemed to have been given or to
be effective unless sent to such addresses or facsimile numbers, as the
case may be.

A director may waive notice of a meeting before or after the time and
date of the meeting by a writing signed by such director.  Such waiver
shall be delivered to the corporation for filing with the corporate records.
Further, a director's attendance at or participation in a meeting waives
any required notice to him of the meeting unless at the beginning of the
meeting, or promptly upon his arrival, the director objects to holding the
meeting or transacting business at the meeting because of lack of notice
or defective notice and does not thereafter vote for or assent to action
taken at the meeting.  Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the board of directors need
be specified in the notice or waiver of notice of such meeting.

Section 7. Quorum.  A majority of the number of directors fixed by the
board of directors pursuant to Section 2 or, if no number is fixed, a
majority of the number in office immediately before the meeting begins,
shall constitute a quorum for the transaction of business at any meeting
of the board of directors.  If less than such majority is present at a
meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice, for a period not to exceed sixty days at
any one adjournment.

Section 8. Manner of Acting.  The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the
board of directors.  No director may vote or act by proxy at any meeting
of directors.

Section 9. Compensation.  By resolution of the board of directors, any
director may be paid any one or more of the following:  his expenses, if
any, of attendance at meetings, a fixed sum for attendance at each
meeting, a stated salary as director, or such other compensation as the
corporation and the director may reasonably agree upon.  No such
payment shall preclude any director from serving the corporation in
any other capacity and receiving compensation therefor.

Section 10. Presumption of Assent.  A director of the corporation who
is present at a meeting of the board of directors or committee of the
board at which  action on any corporate matter is taken shall be presumed
to have assented to the action taken unless (i) the director objects at the
beginning of the meeting, or promptly upon his arrival, to the holding of
the meeting or the transaction of business at the meeting and does not
thereafter vote for or assent to any action taken at the meeting, (ii) the
director contemporaneously requests that his dissent or abstention as to
any specific action taken be entered in the minutes of the meeting, or (iii)
the director causes written notice of his dissent or abstention as to any
specific action to be received by the presiding officer of the meeting
before its adjournment or by the corporation promptly after the
adjournment of the meeting.  A director may dissent to a specific action
at a meeting, while assenting to others.  The right to dissent to a specific
action taken at a meeting of the board of directors or a committee of the
board shall not be available to a director who voted in favor of such action.

Section 11. Committees.  By resolution adopted by a majority of all the
directors in office when the action is taken, the board of directors may
designate from among its members an executive committee and one or
more other committees, and appoint one or more members of the board
of directors to serve on them.  To the extent provided in the resolution,
each committee shall have all the authority of the board of directors,
except that no such committee shall have the authority to (i) authorize
distributions, (ii) approve or propose to shareholders actions or
proposals required by the Colorado Business Corporation Act to be
approved by shareholders, (iii) fill vacancies on the board of directors
or any committee thereof, (iv) amend articles of incorporation, (v) adopt,
amend or repeal the bylaws, (vi) approve a plan of merger not requiring
shareholder approval, (vii) authorize or approve the reacquisition of
shares unless pursuant to a formula or method prescribed by the board
of directors, or (viii) authorize or approve the issuance or sale of shares,
or contract for the sale of shares or determine the designations and
relative rights, preferences and limitations of a class or series of shares,
except that the board of directors may authorize a committee or officer
to do so within limits specifically prescribed by the board of directors.
The committee shall then have full power within the limits set by the
board of directors to adopt any final resolution setting forth all
preferences, limitations and relative rights of such class or series and
to authorize an amendment of the articles of incorporation stating the
preferences, limitations and relative rights of a class or series for filing
with the Secretary of State under the Colorado Business Corporation
Act.


Sections 4, 5, 6, 7, 8 and 12 of Article III, which govern meetings,
notice, waiver of notice, quorum, voting requirements and action
without a meeting of the board of directors, shall apply to committees
and their members appointed under this Section 11.

Neither the designation of any such committee, the delegation of
authority to such committee, nor any action by such committee pursuant
to its authority shall alone constitute compliance by any member of the
board of directors or a member of the committee in question with his
responsibility to conform to the standards of care set forth in Article III,
Section 14 of these bylaws.

Section 12. Action Without a Meeting.  Any action required or permitted
to be taken at a meeting of the directors or any committee designated by
the board of directors may be taken without a meeting if a written consent
(or counterparts thereof) that sets forth the action so taken is signed by
all of the directors entitled to vote with respect to the action taken.
Such consent shall have the same force and effect as a unanimous vote
of the directors or committee members and may be stated as such in
any document.  Unless the consent specifies a different effective date,
action taken under this Section 12 is effective at the time the last
director signs a writing describing the action taken, unless, before such
time, any director has revoked his consent by a writing signed by the
director and received by the president or secretary of the corporation.

Any written consent executed pursuant to this Section 12 may be
executed in as many counterparts as may be convenient or required.
It shall not be necessary that the signature of, or on behalf of, each
party, or that the signature of all persons required to bind any party,
appear to each counterpart.  All counterparts shall collectively constitute
a single instrument.  A photocopy, a facsimile, and/or a photocopy of a
facsimile of any signature shall be as valid as an original.

Section 13. Telephonic Meetings.  The board of directors may permit
any director (or any member of a committee designated by the board) to
participate in a regular or special meeting of the board of directors or a
committee thereof through the use of any means of communication by
which all directors participating in the meeting can hear each other
during the meeting.  A director participating in a meeting in this manner
is deemed to be present in person at the meeting.

Section 14. Standard of Care.  A director shall perform his duties as a
director, including, without limitation his duties as a member of any
committee of the board, in good faith, in a manner he reasonably believes
to be in the best interests of the corporation, and with the care an
ordinarily prudent person in a like position would exercise under similar
circumstances.  In performing his duties, a director shall be entitled to
rely on information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or presented
by the persons herein designated.  However, he shall not be considered
to be acting in good faith if he has knowledge concerning the matter in
question that would cause such reliance to be unwarranted.  A director
shall not be liable to the corporation or its shareholders for any action
he takes or omits to take as a director if, in connection with such action
or omission, he performs his duties in compliance with this Section 14.

The designated persons on whom a director is entitled to rely are (i) one
or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters
presented, (ii) legal counsel, public accountant, or other person as to
matters which the director reasonably believes to be within such
person's professional or expert competence, or (iii) a committee of the
board of directors on which the director does not serve if the director
reasonably believes the committee merits confidence.


ARTICLE IV
Officers and Agents

Section 1. General.  The officers of the corporation shall be a president,
one or more vice presidents, a secretary, a treasurer, and/or such other
officers as may be appointed from time to time by the board of directors,
each of whom shall be a natural person eighteen years of age or older.
The board of directors or an officer or officers authorized by the board
may appoint such other officers, assistant officers, committees and
agents, including a chairman of the board, assistant secretaries and
assistant treasurers, as they may consider necessary.  The board of
directors or the officer or officers authorized by the board shall from
time to time determine the procedure for the appointment of officers,
their term of office, their authority and duties and their compensation.
One person may hold more than one office.  In all cases where the
duties of any officer, agent or employee are not prescribed by the
bylaws, or by the board of directors, such officer, agent or employee
shall follow the orders and instructions of the president of the corporation.

Section 2. Appointment and Term of Office.  The officers of the
corporation shall be appointed by the board of directors at each annual
meeting of the board held after each annual  meeting of the shareholders.
If the appointment of officers is not made at such meeting or if an
officer or officers are to be appointed by another officer or officers of
the corporation, such appointment shall be made as soon thereafter as
conveniently may be.  Each officer shall hold office until the first of
the following occurs:  his successor shall have been duly appointed
and qualified, his death, his resignation, or his removal in the manner
provided in Section 3.

Section 3. Resignation and Removal.  An officer may resign at any time
by giving written notice of resignation to the corporation.  The
resignation is effective when the notice is received by the corporation
unless the notice specifies a later effective date.

Any officer or agent may be removed at any time with or without cause
by the board of directors or an officer or officers authorized by the
board.  Such removal does not affect the contract rights, if any, of the
corporation or of the person so removed.  The appointment of an officer
or agent shall not in itself create contract rights.

Section 4. Vacancies.  A vacancy in any office, however occurring, may
filled by the board of directors, or by the officer or officers
authorized by the board, for the unexpired portion of the officer's term.
If an officer resigns and his resignation is made effective at a later date,
the board of directors, or officer or officers authorized by the board, may
permit the officer to remain in office until the effective date and may
fill the pending vacancy before the effective date if the board of
directors or officer or officers authorized by the board provide that the
successor shall not take office until the effective date.  In the
alternative, the board of directors, or officer or officers authorized by
the board of directors, may remove the officer at any time before the
effective date and may fill the resulting vacancy.

Section 5. President.  Subject to the direction and supervision of the
board of directors, the president shall be the chief executive officer of
the corporation, and shall have general and active control of its affairs
and business and general supervision of its officers, agents and
employees.  Unless otherwise directed by the board of directors, the
president shall attend in person or by substitute appointed by him, or
shall execute on behalf of the corporation written instruments appointing
a proxy or proxies to represent the corporation, at all meetings of the
stockholders of any other corporation in which the corporation holds
any stock.  On behalf of the corporation, the president may in person or
by substitute or by proxy execute written waivers of notice and consents
with respect to any such meetings.  At all such meetings and otherwise,
the president, in person or by substitute or proxy, may vote the stock
held by the corporation, execute written consents and other instruments
with respect to such stock, and exercise any and all rights and powers
incident to the ownership or said stock, subject to the instructions, if any,
of the board of directors.  The president shall have custody of the
treasurer's bond, if any.

Section 6. Vice Presidents.  The vice presidents shall assist the president
and shall perform such duties as may be assigned to them by the
president or by the board of directors.  In the absence of the president,
the vice president, if any (or, if more than one, the vice presidents in
the order designated by the board of directors, or if the board makes no
such designation, then the vice president designated by the president, or
if neither the board nor the president makes any such designation, the
senior vice president as determined by first election to that office), shall
have the powers and perform the duties of the president.

Section 7. Secretary.  The secretary shall (i) prepare and maintain as
permanent records the minutes of the proceedings of the shareholders
and the board of directors, a record of all actions taken by the
shareholders or board of directors without a meeting, a record of all
actions taken by a committee of the board of directors in place of the
board of directors on behalf of the corporation, and a record of all
waivers of notice of meetings of shareholders and of the board of
directors or any committee thereof, (ii) see that all notices are duly given
in accordance with the provisions of these bylaws and as required by
law, (iii) serve as custodian of the corporate records and of the seal
of the corporation and affix the seal to all documents when authorized
by the board of directors, (iv) keep at the corporation's registered
office or principal place of business a record containing the names and
addresses of all shareholders in a form that permits preparation of a list
of shareholders arranged by voting group and by class or series of shares
within each group, that is alphabetical within each class or series and
that shows the address of, and the number of shares of each class or
series held by each shareholder, unless such a record shall be kept at the
office of the corporation's transfer agent or registrar, (v) maintain at the
corporation's principal office the originals or copies of the corporation's
articles of incorporation, bylaws, minutes of all shareholders' meetings
and records of all action taken by shareholders without a meeting for the
past three years, all written communications within the past three years
to shareholders as a group or to the holders of any class or series of
shares as a group, a list of the name and business addresses of the current
directors and officers, a copy of the corporation's most recent corporate
report filed with the Secretary of State, and financial statements showing
in reasonable detail the corporation's assets and liabilities and results of
operations for the last three years, (vi) have general charge of the stock
transfer books of the corporation, unless the corporation has a transfer
agent, (vii) authenticate records of the corporation, and (vii) in general,
perform all duties incident to the office of secretary and such other duties
as from time to time may be assigned to him by the president or by the
board of directors.  Assistant secretaries, if any, shall have the same
duties and powers subject to supervision by the secretary.  The directors
and/or shareholders may however respectively designate a person other
than the secretary or assistant secretary to keep the minutes of their
respective meetings.

Any books, records, or minutes of the corporation may be in written
form or in any form capable of being converted into written form within
a reasonable time.

Section 8. Treasurer.  The treasurer shall be the principal financial
officer of the corporation, shall have the care and custody of all funds,
securities, evidences of indebtedness and other personal property of
the corporation and shall deposit the same in accordance with the
instructions of the board of directors.  He shall receive and give receipts
and acquittances for money paid in on account of the corporation, and
shall pay out of the corporation's funds on hand all bills, payrolls and
other just debts of the corporation of whatever nature upon maturity.
He shall perform all other duties incident to the office of the treasurer
and, upon request of the board, shall make such reports to it as may be
required at any time.  He shall, if required by the board, give the
corporation a bond in such sums and with such sureties as shall be
satisfactory to the board, conditioned upon the faithful performance of
his duties and for the restoration to the corporation of all books, papers,
vouchers, money and other property of whatever kind in his possession
or under his control belonging to the corporation.  He shall have such
other powers and perform such other duties as may from time to time
be prescribed by the board of directors or the president.  The assistant
treasurers, if any, shall have the same powers and duties, subject to
the supervision of the treasurer.

The treasurer shall also be the principal accounting officer of the
corporation.  He shall prescribe and maintain the methods and systems
of accounting to be followed, keep complete books and records of
account as required by the Colorado Business Corporation Act, prepare
and file all local, state and federal tax returns, prescribe and maintain an
adequate system of internal audit and prepare and furnish to the
president and the board of directors statements of account showing
the financial position of the corporation and the results of its operations.



ARTICLE V
Stock

Section 1. Certificates.  The board of directors shall be authorized to
issue any of its classes of shares with or without certificates.  The fact
that the shares are not represented by certificates shall have no effect on
the rights and obligations of shareholders.  If the shares are represented
by certificates, such shares shall be represented by consecutively
numbered certificates signed, either manually or by facsimile, in the
name of the corporation by one or more persons designated by the board
of directors.  In case any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be
such officer before such certificate is issued, such certificate may
nonetheless be issued by the corporation with the same effect as if he
were such officer at the date of its issue.  Certificates of stock shall be
in such form  and shall contain such information consistent with law as
shall be prescribed by the board of directors.  If shares are not
represented by certificates, within a reasonable time following the issue
transfer of such shares, the corporation shall send the shareholder a
complete written statement of all of the information required to be
provided to holders of uncertificated shares by the Colorado Business
Corporation Act.

Section 2. Consideration for Shares.  Certificated or uncertificated
shares shall not be issued until the shares represented thereby are fully
paid.  The board of directors may authorize the issuance of shares for
consideration consisting of any tangible or intangible property or benefit
to the corporation, including cash, promissory notes, services
performed or other securities of the corporation.  Future services shall
not constitute payment or partial payment for shares of the corporation.
The promissory note of a subscriber or an affiliate of a subscriber shall
not constitute payment or partial payment for shares of the corporation
unless the note is negotiable and is secured by collateral, other than the
shares being purchased, having a fair market value at least equal to the
principal amount of the note.  For purposes of this Section 2,
"promissory note" means a negotiable instrument on which there is an
obligation to pay independent of collateral and does not include a non-
recourse note.

Section 3. Lost Certificates.  In case of the alleged loss, destruction or
mutilation of a certificate of stock, the board of directors may direct the
issuance of a new certificate in lieu thereof upon such terms and
conditions in conformity with law as the board may prescribe.  The
board of directors may in its discretion require an affidavit of lost
certificate and/or a bond in such form and amount and with such surety
as it may determine before issuing a new certificate.

Section 4. Transfer of Shares.  Upon surrender to the corporation or to
a transfer agent of the corporation of a certificate of stock duly endorsed
or accompanied by proper evidence of succession, assignment or
authority to transfer, and receipt of such documentary stamps as may
be required by law and evidence of compliance with all applicable
securities laws and other restrictions, the corporation shall issue a
new certificate to the person entitled thereto, and cancel the old
certificate.  Every such transfer of stock shall be entered on the stock
books of the corporation which shall be kept at its principal office or
by the person and at the place designated by the board of directors.

Except as otherwise expressly provided in Article VIII, Sections 7
and 11, and except for the assertion of dissenters' rights to the extent
provided in Article 113 of the Colorado Business Corporation Act, the
corporation shall be entitled to treat the registered holder of any shares
of the corporation as the owner thereof for all purposes, and the
corporation shall not be bound to recognize any equitable or other claim
to, or interest in, such shares or rights deriving from such shares on the
part of any person other than the registered holder, including without
limitation any purchaser, assignee or transferee of such shares or rights
deriving from such shares, unless and until such other person becomes
the registered holder of such shares, whether or not the corporation
shall have either actual or constructive notice of the claimed interest of
such other person.

Section 5. Transfer Agent, Registrars and Paying Agents. The board
may at its discretion appoint one or more transfer agents, registrars
and agents for making payment upon any class of stock, bond, debenture
or other security of the corporation.  Such agents and registrars may be
located either within or outside Colorado.  They shall have such rights
and duties and shall be entitled to such compensation as may be agreed.


ARTICLE VI
Indemnification of Certain Persons

Section 1. Indemnification.  For purposes of Article VIII, a "Proper
Person" means any person who was or is a party or is threatened to be
made a party to any threatened, pending, or complete action, suit or
proceeding, whether civil, criminal, administrative or investigative, and
whether formal or informal, by reason of the fact that he is or was a
director, officer, employee, fiduciary or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
partner, trustee, employee, fiduciary or agent of any foreign or domestic
profit or nonprofit corporation or of any partnership, joint venture, trust,
profit or nonprofit unincorporated association, limited liability company,
or other enterprise or employee benefit plan.  The corporation shall
indemnify any Proper Person against reasonably incurred expenses
(including any attorneys' fees), judgments, penalties, fines (including any
excise tax assessed with respect to an employee benefit plan) and amounts
paid in settlement reasonably incurred by him in connection with such
action, suit or proceeding if it is determined by the groups set forth in
Section 4 of this Article that he conducted himself in good faith and that
he reasonably believed (i) in the case of conduct in his official capacity
with the corporation, that his conduct was in the corporation's best
interests, or (ii) in all other cases (except criminal cases), that his conduct
was at least not opposed to the corporation's best interests, or (iii) in the
case of any criminal proceeding, that he had no reasonable cause to
believe his conduct was unlawful.  A Proper Person will be deemed to be
acting in his official capacity while acting as a director, officer,
employee or agent on behalf of this corporation and not while acting on
this corporation's behalf for some other entity.

No indemnification shall be made under this Article VI to a Proper
Person with respect to any claim, issue or matter in connection with a
proceeding by or in the right of a corporation in which the Proper Person
was adjudged liable to the corporation or in connection with any
proceeding charging that the Proper Person derived an improper personal
benefit, whether or not involving action in an official capacity, in which
he was adjudged liable on the basis that he derived an improper personal
benefit.  Further, indemnification under this Section in connection with a
proceeding brought by or in the right of the corporation shall be limited
to reasonable expenses, including attorneys' fees, incurred in connection
with the proceeding.

Section 2. Right to Indemnification.  The corporation shall indemnify
any Proper Person who was wholly successful, on the merits or
otherwise, in defense of any action, suit, or proceeding as to which he
was entitled to indemnification under Section 1 of this Article VI
against expenses (including attorneys' fees) reasonably incurred by him
in connection with the proceeding without the necessity of any action
by the corporation other than the determination in good faith that the
defense has been wholly successful.

Section 3. Effect of Termination of Action.  The termination of any
action, suit or proceeding by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, shall not of itself
create a presumption that the person seeking indemnification did not
meet the standards of conduct described in Section 1 of this Article VI.
Entry of a judgment by consent as part of a settlement shall not be
deemed an adjudication of liability, as described in Section 2 of this
Article VI.

Section 4. Groups Authorized to Make Indemnification Determination.
Except where there is a right to indemnification as set forth in Sections
1 or 2 of this Article or where indemnification is ordered by a court in
Section 5, any indemnification shall be made by the corporation only as
authorized in the specific case upon a determination by a proper group
that indemnification of the Proper Person is permissible under the
circumstances because he has met the applicable standards of conduct
set forth in Section 1 of this Article.  This determination shall be made
by the board of directors by a majority vote of those present at a
meeting at which a quorum is present, which quorum shall consist of
directors not parties to the proceeding ("Quorum").  If a Quorum cannot
be obtained, the determination shall be made by a majority vote of a
committee of the board of directors designated by the board, which
committee shall consist of two or more directors not parties to the
proceeding, except that directors who are parties to the proceeding
may participate in the designation of directors for the committee.
If a Quorum of the board of directors cannot be obtained and the
committee cannot be established, or even if a Quorum is obtained or the
committee is designated and a majority of the directors constituting
such Quorum or committee so directs, the determination shall be made
by (i) independent legal counsel selected by a vote of the board of
directors or the committee in the manner specified in this Section 4, or,
if a Quorum of the full board of directors cannot be obtained and a
committee cannot be established, by independent legal counsel selected
by a majority vote of the full board (including directors who are parties
 to the action) or (ii) a vote of the shareholders.

Section 5. Court-Ordered Indemnification.  Any Proper Person may apply
for indemnification to the court conducting the proceeding or to another
court of competent jurisdiction for mandatory indemnification under
Section 2 of this Article, including indemnification for reasonable
expenses incurred to obtain court-ordered indemnification.  If the court
determines that such Proper Person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or
not he met the standards of conduct set forth in Section 1 of this Article
or was adjudged liable in the proceeding, the court may order such
indemnification as the court deems proper except that if the Proper
Person has been adjudged liable, indemnification shall be limited to
reasonable expenses incurred in connection with the proceeding and
reasonable expenses incurred to obtain court-ordered indemnification.

Section 6. Advance of Expenses.  Reasonable expenses (including
attorneys' fees) incurred in defending an action, suit or proceeding as
described in Section 1 may be paid by the corporation to any Proper
Person in advance of the final disposition of such action, suit or
proceeding upon receipt of (i) a written affirmation of such Proper
Person's good faith belief that he has met the standards of conduct
prescribed by Section 1 of this Article VIII, (ii) a written undertaking,
executed personally or on the Proper Person's behalf, to repay such
advances if it is ultimately determined that he did not meet the
prescribed standards of conduct (the undertaking shall be an unlimited
general obligation of the Proper Person but need not be secured and
may be accepted without reference to financial ability to make
repayment), and (iii) a determination is made by the proper group (as
described in Section 3 of this Article VI) that the facts as then known
to the group would not preclude indemnification.  Determination and
authorization of payments shall be made in the same manner specified
in Section 4 of this Article VI.

Section 7. Witness Expenses.  The sections of this Article VI do not
limit the corporation's authority to pay or reimburse expenses incurred
by a director in connection with an appearance as a witness in a
proceeding at a time when he has not been a named defendant or
respondent in the proceeding.

Section 8. Report to Shareholders.  Any indemnification of or advance
of expenses to a director in accordance with this Article VIII, if arising
out of a proceeding by or on behalf of the corporation, shall be reported
in writing to the shareholders with or before the notice of the next
shareholders' meeting.  If the next shareholder action is taken without
a meeting at the instigation of the board of directors, such notice shall
be given to the shareholders at or before the time the first shareholder
signs a writing consenting to such action.


ARTICLE VII
Provision of Insurance

By action of the board of directors, notwithstanding any interest of the
directors in the action, the corporation may purchase and maintain
insurance, in such scope and amounts as the board of directors deems
appropriate on behalf of any person who is or was a director, officer,
employee, fiduciary or agent of the corporation, or who, while a
director, officer, employee, fiduciary or agent of the corporation, is or
was serving at the request of the corporation as a director, officer,
partner, trustee, employee, fiduciary or agent of any other foreign or
domestic corporation or of any partnership, joint venture, trust, profit
or nonprofit unincorporated association, limited liability company or
other enterprise or employee benefit plan, against any liability asserted
against, or incurred by, him in that capacity arising out of his status as
such, whether or not the corporation would have the power to indemnify
him against such liability under the provisions of Article VI or
applicable law.  Any such insurance may be procured from any
insurance company designated by the board of directors of the
corporation, whether such insurance company is formed under the laws
of Colorado or any other jurisdiction of the United States or elsewhere,
including any insurance company in which the corporation has an equity
interest or any other interest, through stock ownership or otherwise.

ARTICLE VIII
Miscellaneous

Section 1. Seal.  The corporate seal of the corporation shall be circular
in form and shall contain the name of the corporation and the words,
"Seal, Colorado."

Section 2. Fiscal Year.  The fiscal year of the corporation shall be as
established by the board of directors.

Section 3. Amendments.  The board of directors shall have power, to the
maximum extent permitted by the Colorado Business Corporation Act,
to make, amend and repeal the bylaws of the corporation at any regular
or special meeting of the board unless the shareholders, in making,
amending or repealing a particular bylaw, expressly provide that the
directors may not amend or repeal such bylaw.  The shareholders also
shall have the power to make, amend or repeal the bylaws of the
corporation at any annual meeting or at any special meeting called for
that purpose.

Section 4. Gender.  The masculine gender is used in these bylaws as a
matter of convenience only and shall be interpreted to include the
feminine and neuter genders as the circumstances indicate.

Section 5. Conflicts.  In the event of any irreconcilable conflict between
these bylaws and either the corporation's articles of incorporation or
applicable law, the latter shall control.

Section 6. Definitions.  Except as otherwise specifically provided in
these bylaws, all terms used in these bylaws shall have the same
definition as in the Colorado Business Corporation Act.


THE FOREGOING BYLAWS, consisting of twenty (20) pages,
including this page, constitute the bylaws of The Heritage
Organization, Inc., a Colorado corporation, adopted by the board of
directors of the corporation as of July 15, 2002.