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, 2003.

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

                                  Commission File No:   0-21951

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

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

5001 Spring Valley Road, Suite 800 East Tower
__________________________________________________________
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 Exchange 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 Exchange Act:

Common Stock, no par value
(Title of Class)



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

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB.   X

State issuer's revenue for its most recent fiscal year:   $  0.00.

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

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

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes        No___

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
 State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:  14,000,000 as of
August 29, 2003.

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, 2003, the Company
has not been able to reach any agreement or definitive understanding with
any person or any other entity concerning a business combination
transaction with the Company.  At the present time, no good prospects
exist for the potential business combination of the Company and any
other entity.

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

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

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

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

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

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

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, a market capitalization of, or net income in its latest fiscal
year.  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 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 Tower, 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)-991-4411.

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, 2003.


PART II

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

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

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

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

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

ITEM 6.	MANAGEMENT'S DISCUSSION AND ANALYSIS

The Company remains in the development stage and, since inception,
has experienced no significant change in liquidity or capital resources
or stockholder's equity other than the receipt of proceeds in the amounts
of $8,500 from its inside capitalization funds and $23,000 from five
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, 2003, reflects a total asset value of $4,493.

Results of Operations

During the period from August 28, 1996 (inception) through May 31,
2003, 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, 2003, 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, 2003


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 (DEFICIT)                F-5 to F-6

NOTES TO FINANCIAL STATEMENTS                             F-7 to F-10


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, 2003,
and the related statements of operations, stockholders' equity
(deficit), and cash flows for the years ended May 31, 2003 and 2002,
and for the period from inception (August 28, 1996) to May 31, 2003.
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, 2003, and the results of its operations,
the changes in its stockholders' equity (deficit) and its cash flows for
the years ended May 31, 2003 and 2002, and for the period from inception
(August 28, 1996) to May 31, 2003, in conformity with accounting
principles generally accepted in the United States of America.


Denver, Colorado
July 18, 2003

/s/ Comiskey and Company
PROFESSIONAL CORPORATION

                               F-1


                        THE HERITAGE ORGANIZATION, INC.
                         fka Buffalo Capital III, Ltd.
                        (A Development Stage Company)
                                 BALANCE SHEET
                                  May 31, 2003

ASSETS

CURRENT ASSETS
Cash and cash equivalents	               $4,493
                                           --------
Total current assets			          4,493
                                           --------
TOTAL ASSETS	                           $4,493
                                           ========


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                             $1,027
Notes payable - related party                23,000
Accrued interest - related party                637
                                           --------
Total current liabilities                    24,664

STOCKHOLDERS' EQUITY (DEFICIT)
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                   82,659
Deficit accumulated during the development
stage                                      (111,330)
                                          ----------
                                            (20,171)
                                          ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)               $4,493
                                             ======



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

                               F-2


                     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,
                         2003              2003         2002
                         ----------------  -----------  -----------
REVENUES                 $              5  $         -  $         -

EXPENSES
Amortization                          300            -            -
Bank charges                          103            -            -
Consulting fees                    62,800            -            -
Directors' fees                       200            -            -
Interest expense                    3,649        1,312        1,076
Filing fee                            205            -            -
Legal and professional             37,449        4,749        4,043
Office expense                      2,579           25            -
Rent expense                        4,050          600          600
                        -----------------  ------------  -----------
Total expenses                    111,335        6,686        5,719

NET LOSS                         (111,330)      (6,686)      (5,719)

Accumulated deficit

Balance, beginning of period            -      (104,644)     (98,925)
                        -----------------  ------------  ----------
Balance, end of period  $        (111,330)  $  (111,330)  $ (104,644)
                        -----------------  ------------  ----------
NET LOSS PER SHARE      $           (0.01) $      (NIL)  $     (NIL)
                        -----------------  ------------  -----------
WEIGHTED AVERAGE
NUMBER OF  SHARES
OUTSTANDING                     8,713,996   14,000,000    14,000,000
                        -----------------  ------------  -----------

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

                                         F-3




                         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,
                                2003               2003 	   2002

CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss                        $      (111,330)   $  (6,686) $  (5,719)
Adjustments to reconcile
net loss to net cash flows from
operating activities:
Amortization                                300            -          -
Rent expense                              4,050          600        600
Expenses paid by shareholders            15,609            -          -
Stock issued for directors' fees         59,960            -          -
Stock issued for consulting fees          3,040            -          -
Increase in accounts payable              1,027          952         69
Increase (decrease) in accrued
  interest                                  637          (41)       (73)
                                 --------------    ---------   --------

Net cash flows from operating
activities                              (26,707)      (5,175)    (5,123)

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

 CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock                  8,500            -          -
Notes payable - related party            23,000        5,000 	8,000
                                 --------------    ---------   --------
Net cash flows from financing
activities                               31,500        5,000      8,000
                                 --------------    ---------   --------
 NET INCREASE (DECREASE)
IN CASH AND CASH EQUIVALENTS              4,493         (175)     2,877

 CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD                           -        4,668      1,791
                                 --------------    ---------   --------
 CASH AND CASH EQUIVALENTS,               4,493        4,493      4,668
                                 ==============    =========   ========


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

                                        F-4

                           THE HERITAGE ORGANIZATION, INC.
                            fka Buffalo Capital III, Ltd.
                             (A Development Stage Company)
                      STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
            For the period from inception (August 28, 1996) to May 31, 2003

                                                            Deficit
                                                          accumulated   Total
                       Price  Common stock  Additional during the stockholders'
                       per    Number          paid-in  development     equity
                       share  shares   Amount Capital      stage     (deficit)
                        ------ --------- ------ ---------- ---------- ---------
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)
                       ------ ---------  ------ ---------  ----------  --------

                                                F-5


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)

Rent provided at no
charge                      -          -      -       600          -       600

Net loss, May 31, 2003      -          -      -         -     (6,686)   (6,686)
                       ------ ---------  ------ ---------  ----------   -------
Balance, May 31, 2003       -  14,000,000 $8,500  $ 82,659  $(111,330) $(20,171)
 			     ======  ========== ====== =========  =========  ========

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

                                        F-6



             THE HERITAGE ORGANIZATION, INC.
               fka Buffalo Capital III, Ltd.
              (A Development Stage Company)
              NOTES TO FINANCIAL STATEMENTS
                     May 31, 2003

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.


                               F-7

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
FAS 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,
2003, the Company's financial statements do not contain any
changes in equity that are required to be reported separately in
comprehensive income.

Impairement or Disposal of Long-Lived Assets
In August 2001, the FASB issued Statement No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets" ("FAS 144").  FAS
144 clarifies the accounting for the impairment of long-lived assets
and for long-lived assets to be disposed of, including the disposal
of business segments and major lines of business.  The Company has
implemented FAS 144 for this fiscal year.  Long-lived assets are
reviewed when facts and circumstances indicate that the carrying
value of the asset may not be recoverable.  When necessary, impaired
assets are written down to estimated fair value based on the best
information available.  Estimated fair value is generally based on
either appraised value or measured by discounting estimated future
cash flows.  Considerable management judgment is necessary to estimate
discounted future cash flows.  Accordingly, actual results could vary
significantly from such estimates.

No impairment was recorded in the fiscal year ending May 31, 2003.

2.	Stockholders' Equity
Common Stock
As of May 31, 2003, 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.

						F-8

2.	Stockholders' Equity (continued)
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 five unsecured notes payable to a shareholder totaling
$23,000 as follows:

Maturity date        Interest rate     Principal amount
August 18, 2003	       6.75%	        $5,000
October 5, 2003	       6.75%	        $3,000
November 21, 2003	       6.25%	        $5,000
March 18, 2004           6.25%		  $5,000
May 16, 2004	       6.25%	        $5,000

The notes are payable on the earlier of the demand date or the maturity date
specified above.   Interest of $637 was included in operations for the year
ended May 31, 2003.

4.Income Taxes
The Company has Federal net operating loss carryforwards of
approximately $111,300 expiring during the years 2012, 2013, and 2019
through 2023.  The tax benefit of these net operating losses is
approximately $22,000 and has been offset by a full allowance for
realization.  This carryforward may be limited upon consummation of a
business combination under Section 381 of the Internal Revenue Code.
For the period ended May 31, 2003, the valuation allowance increased by
approximately $1,300.

						F-9

5.	Supplemental Disclosure of Non-cash Financing Activities
The Company recorded rent expense for the years ended May 31, 2003
and 2002 of $50 per month for a total of $600 and $600, respectively.

Interest paid totaled $998 and $1,150 for the years ended May 31, 2003 and
2002, respectively.

						F-10



PART III

Item 8A.    CONTROLS AND PROCEDURES

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

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



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

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

Name	              Age                Positions Held and Tenure

Gary M. Kornman      59                Chairman of Board of Directors
                                        since May 1999

Vickie A. Walker     44                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 AND RELATED STOCKHOLDERS' MATTERS.

(a)	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
	OWNERS.

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

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

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

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

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

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


(b)	SECURITY OWNERSHIP OF MANAGEMENT.

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

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

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


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

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**

              3.1    Certificates on Incorporation

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

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

     * Filed herewith

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

(b)      There have been no reports on Form 8-K filed for the annual
reporting period ended May 31, 2003.




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 29, 2003


By: /s/ ___________________________________________
Vickie A. Walker (Secretary-Treasurer, President & Director)
Date: August 29, 2003




The Heritage Organization, Inc.

AMENDED & RESTATED
ARTICLES OF INCORPORATION OF
BUFFALO CAPITAL III, LTD.

I, the undersigned President of Buffalo Capital III, Ltd.,
do hereby set forth the Amended and Restated Articles of
Incorporation of Buffalo Capital III, Ltd.:

ARTICLE I
NAME
The name of the Corporation is changed to The
Heritage Organization, Inc.

ARTICLE II
ADDRESS AND AGENT
The address of the Corporation's registered office in
the State of Colorado is 1675 Broadway, Suite 1200,
Denver, Colorado 80202, and the name of its registered
agent at such address is The Corporation Company of
Colorado.  The address of the Corporation's principal
office is Suite 800, East Tower, 5001 Spring Valley Road,
Dallas, Texas 75244.

ARTICLE III
PURPOSE
The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for
which corporations may be organized under the Colorado
Revised Statutes.

ARTICLE IV
CAPITAL STOCK
4.1	The aggregate number of shares of Capital Stock that
the Corporation shall have the authority to issue is one
hundred ten million (110,000,000) shares of Capital Stock,
of which (a) ninety nine million (99,000,000) shares shall
be Common Stock, having a $0.00001 par value per share
(called and referred to herein as the "Common Stock"), (b)
one million (1,000,000) shares shall be Class B Common Stock,
having a $0.00001 par value per share (called and referred to
herein as the "Class B Common Stock") and (c) ten million
(10,000,000) shares shall be Preferred Stock, having a $0.00001
par value per share (called and referred to herein as the
      "Preferred Stock")

	4.2	The Board of Directors of the Corporation is herby
	expressly vested with authority to issue up to 99,000,000
	shares of the Common Stock, up to 1,000,000 shares of the Class
	B Common Stock and up to 10,000,000 shares of Preferred Stock
	from time to time.

	4.3	The following is a statement of the designations, powers,
	preferences, rights, qualifications, limitations and/or
	restrictions in respect of the classes of stock of the
	Corporation and of the authority with respect thereto expressly
	vested in the Board of Directors of the Corporation.


I.	Common Stock:

A. Each share of Common Stock of the Corporation shall
have identical rights and privileges in every respect to
any other shares of Common Stock.  The holder of each
share of Common Stock shall be entitled to vote upon all
matters submitted to a vote of the stockholders of the
Corporation and shall be entitled to one (1) vote for each
share of Common Stock held

B. Subject to the prior rights and preferences, if any,
applicable to shares of the Preferred Stock or any series
thereof, the holders of shares of the Common Stock shall be
entitled to receive such dividends (payable in cash, stock,
or otherwise) as may be declared by the Board of Directors
at any time or from time to time out of any funds legally
available therefor.

C. In the event. of any voluntary or involuntary
liquidation, dissolution, or winding up of the Corporation,
after distribution in full of the preferential amounts, if
any, to be distributed to the holders of shares of the
Preferred Stock or any series thereof, the holders of
shares of the Common Stock and Class B Common Stock shall
be entitled to receive, equally for each share, all of the
remaining assets of the Corporation available for
distribution to its stockholders, ratably in proportion to
the number of shares of Common Stock and Class B Common
Stock held by them.  A liquidation, dissolution, or winding
up of the Corporation, as such terms are used in this
Section 4.3, shall not be deemed to be occasioned by or to
include any consolidation or merger of the Corporation with
or into any other corporation or corporations or a sale,
lease, exchange, or conveyance of all or a part of the
assets of the Corporation.

D. Except as otherwise provided in this Article IV, the
Common Stock and the Class B Common Stock shall have equal
rights and privileges and shall be treated equally.  Such
dividends (payable in cash, stock or otherwise) as may be
determined by the Board of Directors may be declared and
paid on both the Common Stock and the Class B Common Stock
alike, from time to time out of any funds legally available
therefor. The declaration and payment of dividends on the
Common Stock and on the Class B Common Stock, and the amount
thereof, shall at all times be solely in the discretion of
the Board of Directors of the Corporation.

II.	Class B Common Stock

A. Each share of Class B Common Stock of the Corporation
shall have identical rights and privileges in every respect
to any other shares of Class B Common Stock.  The holders
of each share of Class B Common Stock shall be entitled to
vote, along with the holders of the shares of Common Stock,
upon all matters submitted to a vote of the stockholders of
the Corporation and shall be entitled to ten thousand
(10,000) votes for each share of Class B Common Stock held.

B. Subject to the prior rights and preferences, if any,
applicable to shares of the Preferred Stock or any series
thereof, the holders of shares of the Class B Common Stock
shall be entitled to receive such dividends (payable in cash,
stock, or otherwise) as may be declared by the Board of
Directors at any time or from time to time out of any funds
legally available therefor.

C. In the event of any voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation, after
distribution in full of the preferential amounts, if any, to
be distributed to the holders of shares of the Preferred
Stock or any series thereof, the holders of shares of the
Common Stock and Class B Common Stock shall be-entitled to
receive, equally for each share, all of the remaining assets
of the Corporation available for distribution to its
stockholders, ratably in proportion to the number of shares
of Common Stock and Class B Common Stock held by them. A
liquidation, dissolution, or winding up of the Corporation,
as such terms are used in this Section 4.3, shall not be
deemed to be occasioned by or to include any consolidation
or merger of the Corporation with or into any other
corporation or corporations or a sale, lease, exchange or
conveyance of all or a part of the assets of the Corporation.

D. Except as otherwise provided in this Article IV, the
Common Stock and the Class B Common Stock shall have equal
rights, privileges and shall be treated equally.  Such
dividends (payable in cash, stock or otherwise) as may be
determined by the Board of Directors may be declared and
paid on both the Common Stock and the Class B Common Stock
alike, from time to time out of any funds legally available
therefor.  The declaration and payment of dividends, if any,
on the Common Stock and on the Class B Common Stock, and the
amount thereof, shall at all times be solely in the
discretion of the Board of Directors of the Corporation.

III. Preferred Stock

A. Shares of the Preferred Stock may be issued from time to
time in one or more series, the shares of each series to have
such designations, powers, preferences, rights, qualifications,
limitations and/or restrictions, including voting rights, as
shall be stated and expressed herein or in a resolution or
resolutions providing for the issue of such series adopted by
the Board of Directors of the Corporation.  Each such series of
Preferred Stock shall be designated so as to distinguish the
shares thereof from the shares of all other series and classes.
The Board of Directors of the Corporation is hereby expressly
authorized, subject to the limitations provided by law and
herein by these Articles, to establish and designate series of
the Preferred Stock, to fix the number of shares constituting
each series, and to fix the designations, powers, preferences,
rights, qualifications, limitations and/or restrictions,
including voting rights, of the shares of each series and the
variations of the relative rights and preferences as between
series, and to increase and to decrease the number of shares
constituting each series, provided that the Board of Directors
may not decrease the number of shares within a series
theretofore fixed below the number of shares within such series
that is then issued. The relative designations, powers,
preferences, rights, qualifications, limitations and/or
restrictions may vary between and among series of Preferred
Stock in any and all respects so long as all shares of the same
series are identical in all respects, except that shares of any
such series issued at different times may have different dates
from which dividends thereon cumulate.  The authority of the
Board of Directors of the Corporation with respect to each
series shall include; but shall not be limited to, the authority
to determine the following:
		(1) The designation of such series;

		(2) The number of shares initially constituting such
	series;

		(3) The rate or rates and the times at which dividends on
	the shares of such series shall be paid, the periods in respect
	of which dividends are payable, the conditions upon such
	dividends, the relationship and preferences, if any, of such
	dividends to dividends payable on any other class or series of
	stock, whether or not such dividends shall be cumulative,
	partially cumulative, or noncumulative, if such dividends shall
	be cumulative or partially cumulative, the date or dates from and
	after which, and the amounts in which, they shall accumulate,
	whether such dividends shall be share dividends, cash or other
	dividends, or any combination thereof, and if such dividends shall
	be payable in shares of the same or any other class or series of
	Capital Stock, other than Class B Common Stock, of the Corporation
	(whether now or hereafter authorized), or any combination thereof
	and the other terms and conditions, if any, applicable to dividends
	on shares of such series;

		(4) Whether or not the shares of such series shall be
	redeemable at the option of the Corporation or the holder thereof
	or upon the happening of a specified event, and if such shares
	shall be redeemable, the terms and conditions of such redemption,
	including but not limited to the date or dates upon or after which
	such shares shall be redeemable, the amount per share which shall
	be payable upon such redemption, which amount may vary under
	different conditions and at different redemption dates, and whether
	such amount shall be payable in cash, property, or rights, including
	securities of the Corporation, other than Class B Common Stock, or
	another corporation;

		(5) The rights of the holders of shares of such series (which
	may vary depending upon the circumstances or nature of such
	liquidation, dissolution, or winding up) in the event of the
	voluntary of involuntary liquidation, dissolution, or winding up of
	the Corporation and the relationship or preference, if any, of such
	rights to rights of holders of stock of any other class or series.
	A liquidation, dissolution, or winding up of the Corporation, as
	such terms are used in this subparagraph (5), shall not be deemed
	to be occasioned by or to include any consolidation or merger of
	the Corporation with or into any other corporation or corporations
	or a sale, lease, exchange, or conveyance of all or a part of the
	assets of the Corporation;

		(6) Whether or not the shares of such series shall have voting
	powers and, if such shares shall have such voting powers, the terms
	and conditions thereof, including but not limited to, whether the
	Preferred Stock shall have no voting rights or no more than one (1)
	vote per share; provided, however, that the right to cumulate votes
	for the election of Directors is expressly denied and prohibited.
	Furthermore any voting rights granted to any Preferred Stock are
	subordinate to the provisions of Article VI;

		(7) Whether or not a sinking fund shall be provided for the
	redemption of the shares of such series and, if such a sinking fund
	shall be provided, the terms and conditions thereof;

		(8) Whether or not a purchase fund shall be provided for the
	shares of such series and, if such a purchase fund shall be provided
	the terms and conditions thereof;

		(9) Whether or not the shares of such series shall be
	convertible into or exchangeable for, at the option of either the
	Corporation or the holder of upon the happening of a specified event,
	stock of any other class or series or any other securities of the
	Corporation other than Class B Common Stock, and, if such shares shall
	be so convertible or exchangeable, the terms and conditions of
	conversion or exchange, including but not limited to any provision
	for the adjustment of the conversion or exchange rate or the
	conversion or exchange price; and

		(10) Any other preferences, limitations, and relative rights
	as shall not be inconsistent with the provisions of this Article IV or
	the limitations provided by law.

B. Except as otherwise required by law, the holders of shares of
Preferred Stock and all series thereof who are entitled to vote shall
vote together with the holders of shares of Common Stock and Class B
Common Stock, and not separately by class.

C. The Board of Directors of the Corporation is hereby expressly
empowered, subject to the limitations provided by law, to authorize
the Corporation to pay share dividends on any class or series of
Capital Stock of the Corporation (whether now or hereafter authorized)
payable in shares of the same class or series of Capital Stock of the
Corporation (whether now or hereafter authorized).

	4.4 	Other Provisions Relating to the Capital Stock. Subject to the
	provisions of Article VI, shares of Preferred Stock of any class or
	series may be issued with either one (1) vote per share or with no
	voting powers, and such designations, preferences and relative
	participating, option or special rights, and qualifications,
	limitations or restrictions thereof, as shall be stated and expressed
	in the resolution or resolutions providing for the issuance of such
	stock adopted by the Board of Directors.  Any of the voting powers,
	designations, preferences, rights and qualifications, limitations or
	restrictions of any such class or series of stock may be made dependent
	upon facts ascertainable outside the resolution or resolutions of the
	Board of Directors providing for the issue of such stock by the Board
	of Directors, provided the manner in which such facts shall operate
	upon the voting powers, designations, preferences, rights and
	qualifications, limitations or restrictions or such class or series
	is clearly set forth in the resolution or resolutions providing for
	the issue of such stock adopted by the Board of Directors. Shares of
	Common Stock, Class B Common Stock and/or Preferred Stock reacquired
	by the Corporation shall no longer be deemed outstanding and shall
	have no voting or other rights unless and until reissued. Shares
	reacquired by the Corporation may be canceled and restored to the
	status of authorized and unissued stock by action of the Board of
	Directors.

	4.5 Options. Warrants & Debentures. Subject to the provisions of
	Article VI, the Corporation shall have authority to issue options,
	warrants and debentures convertible into or exercisable for
	authorized Common Stock and/or Preferred Stock, but not for Class
	B Common Stock, of the Corporation as set forth in such option,
	warrant or debenture. The terms of the options, warrants and
	debentures, including all rights and preferences, shall be as
	specified in the resolution or resolutions adopted by the Board of
	Directors designating such options, warrants and debentures, which
	resolution or resolutions the Board of Directors is hereby expressly
	authorized to adopt.

	4.6 Voting Approval of the stockholders for any matter submitted to
	a vote of the stockholders may be obtained in either of the
	following manners:

	(A) Stockholder Meetings. The affirmative vote of greater
than fifty percent (50%) (or greater percentage, if a greater
percentage is required by these Articles or the Bylaws) of the
stockholders present at any meeting at which there is a quorum shall
be required to approve any matter submitted to a stockholder vote at
such meeting.  At all meetings of the stockholders of the Corporation
in which matters are submitted to a vote of the stockholders,
one-third of the shares entitled to vote on matters eligible for a
vote of the stockholders shall constitute a quorum for purposes of
voting at such meeting. Such shares may be represented by person or
by proxy.

	(B) Written Consents. Unless otherwise ordered by a court of
competent jurisdiction, any action submitted to a vote of the
stockholders may be approved by the unanimous written consent of
those shares entitled to vote on such matter, with no formal meeting
required.  Such written consent 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.

ARTICLE V
PERPETUAL EXISTENCE
The Corporation is to have perpetual existence.


<PAGE>
ARTICLE VI
PRE-EMPTIVE RIGHTS
No stockholder of Common Stock or Preferred Stock shall have any
pre-emptive right to purchase shares of the Corporation 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 of
the Corporation in order to maintain the same relative voting power in the
Corporation upon the issuance of any additional shares of Capital Stock of
the Corporation to any other stockholder or upon the issuance of any shares
of Capital Stock of the Corporation to any new stockholder.

ARTICLE VII
DIRECTORS
	7.1	Designations. The governing board of the Corporation shall be
styled as a "Board of Directors," and any member of said Board shall be
styled as a "Director".

	7.2	Powers and Acts of the Directors. All corporate powers of the
Corporation shall be exercised by the Board of Directors except as otherwise
provided herein, by the By-Laws of the Corporation or by law.  In the event
of a conflict between the terms, powers, and conditions of these Articles
and the By-Laws of the Corporation as determined by the Directors, these
Articles shall control and take precedence over the By-Laws.  ln
furtherance, not in limitation, of the powers conferred by statute and by law,
the Board of Directors is expressly authorized:

	(A) To fix, determine and vary from time to time the amount to be
maintained as surplus and the amount or amounts to be set apart as
working capital.

	(B) To set apart out of any of the funds of the Corporation
legally available for dividends a reserve or reserves for any proper
purposes and/or to abolish any such reserve or reserves in the manner in
which created.

	(C) To make, amend, alter, change, add to or repeal By-laws of the
Corporation, without any action on the part of the stockholders.

	(D) To authorize and cause to be executed mortgages and liens,
with or without limit as to amount, upon the real or personal property
of the Corporation.

	(E) From time to time to determine, whether and to what extent, at
what time and place and under what conditions and regulations the
accounts and books of the Corporation, or any of them, shall be open to
the inspection of any stockholder, and no stockholder shall have any
right to inspect any account or book or document of the Corporation
except as conferred by statue or the By-Laws of the Corporation or as
authorized by a resolution of the Board of Directors.

	(F) To authorize the payment of compensation to the Directors
for services to the Corporation, including fees and expenses for
attendance at meetings of the Board of Directors, and Executive
Committee and other committees and/or salaries for serving as such
Directors or committee members, and to determine the amount of such
compensation

	(G) From time to time to formulate, establish, promote and carry
out, and to amend, alter, change, revise, recall, repeal or abolish, a
plan or plans for the participation by all or any of the employees,
including Directors and officers, of the Corporation, or of any
corporation, partnership, limited liability company, company,
association, trust or organization in which or in the welfare of
which the Corporation has any interest, and those actively engaged in
the conduct of the Corporation's business in the profits, gains or
business of the Corporation's legitimate expenses and for the
furnishing to such employee, Directors, officers or persons or any of
them, at the Corporation's expense, medical services, insurance against
accident, sickness or death, pensions during old age, disability or
unemployment, education, housing, social services, recreation or other
similar aids for their relief or general welfare, in such manner and
upon such terms and conditions as the Board of Directors shall
determine.

	(H) From time to time to formulate, establish and carry out, and
to amend, alter, change, revise, recall, repeal or abolish, a plan or
plans providing for the purchase of shares of Common Stock, but not
Class B Common Stock, of the Corporation by, or for the granting of
options or other rights to purchase shares of Common Stock, but not
Class B Common Stock, of the Corporation to, or for the issuance of
shares of Common Stock, but not Class B Common Stock of the
Corporation to, all or any of the officers and other employees of the
Corporation, upon such terms and conditions and for such consideration
as the Board of Directors may determine in good faith to be fair and
reasonable.

	(I) By a majority of the whole Board to designate one or more
committees, each committee to consist of one or more of the Directors
of the Corporation.  The. Board may designate one or more Directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. The By-Laws of the
Corporation may provide that in the absence or disqualification of any
member of such committee or committees, the member or members thereof
present at any meeting and not disqualified from voting, whether or
not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors in. the management of the business
and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but
no such committee shall have the power or authority in - reference
to amending the certificate of incorporation, adopting an agreement
of merger or consolidation, recommending to the stockholders the sale,
or lease or exchange or all or substantially all of the Corporation's
property and assets, recommending to the stockholders a dissolution of
the Corporation or a revocation of a dissolution, or amending the
By-Laws of the Corporation to expressly so provide, and no such
committee shall have the power of authority to declare a dividend or
to authorize the issuance of stock.

	7.3	Number. Election and Terms of Directors, The business and
affairs of the Corporation shall be managed by a Board of Directors, which,
subject to the rights of holders of shares of any class or series of
preferred Stock of the Corporation then outstanding to elect additional
Directors under specified circumstances, shall consist of not less than
one nor more than nine persons. The number of members constituting the current
Board of Directors is four. The exact number of Directors within the minimum
and maximum limitations specified in the preceding sentence shall be fixed
firm time to time by either (i) the Board of Directors pursuant to a written
resolution adopted by a majority of the entire Board of Directors or (ii)
the affirmative vote of the holders of more than fifty percent (50%) of the
voting power of all of the Capital Stock of the Corporation entitled to vote
in the election of Directors voting together as a single class. Such
affirmative vote of the stockholders may be made at a meeting of the
stockholders or by written consent of the stockholders as provided in
Section 4.6.

	7.4	Stockholder Nomination of Director Candidates. Notice of
nominations by stockholders for the election of Directors shall be at least
30 days in advance of the date of the next annual meeting of stockholders.
Such notice shall be sufficient if given within 30 days prior to the month
and day on which the annual meeting was held during the previous year.

	7.5	Newly-Created Directorships and Vacancies. Subject to the rights
of the holders of any series of any Preferred Stock then outstanding,
newly-created Directorships resulting from any increase in the authorized
number of Directors and any vacancies in the Board of Directors resulting
from the death, resignation, retirement, disqualification, removal from
office or other cause may be filled by a majority vote of the Directors
then in office even though less than a quorum, or by a sole remaining
Director.

	7.6	Removal. Subject to the rights of the holders of any series
of any Preferred Stock then outstanding, any Director or the entire Board
of Directors, may be removed from office at any time, with or without cause,
by the affirmative vote of the holders at least two-thirds of the voting
power of all of the Capital Stock of the Corporation entitled to vote in
the election of Directors, voting together as a single class.  Such
affirmative vote may be made at a meeting of the stockholders or by
written consent of the stockholders as provided in Section 4.6.

	7.7	Amendment, Repeal, etc. Notwithstanding anything contained in
these Articles of Incorporation to the contrary, the affirmative vote of the
holders of more than fifty percent (50%) of the voting power of all of the
Capital Stock of the Corporation entitled to vote in the election of
Directors, voting together as a single class, shall be, required to alter,
amend or adopt any provision inconsistent with or repeal this Article VII,
or to alter, amend, or adopt any provision inconsistent with or repeal
comparable sections of the Bylaws of the Corporation. Such affirmative vote
may be made at a meeting of the stockholders or by written consent of the
stockholders as provided in Section 4.6.

	7.8 Voting of the Directors. Approval of the Directors of any matter
may be obtained in either of the following manners:

	(A) Director Meetings. The affirmative vote of a majority of
the Directors present at any meeting at which there is a quorum shall
be required to approve any matter submitted to a vote of the Directors
at such meeting.  At all meetings of the Directors of the Corporation
in which matters are submitted to a vote of the Directors, a majority
of the number of the Directors then serving shall constitute a quorum
for purposes of voting at such meeting.

	(B) Written Consents. Any action requiring a vote of the
Directors may be approved by the unanimous written consent of the
Directors then serving, with no formal meeting required.  Such written
consent 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 or counterpart shall
be as valid as an original.

	7.9	Vote of the Stockholders. Notwithstanding anything contained in
these Articles of Incorporation to the contrary, the affirmative vote of the
holders of more than fifty percent (50%) of the voting power of all of the
Capital Stock of the Corporation entitled to vote in the election of
Directors, voting together as a single class, shall be required to alter,
amend or adopt any provision inconsistent with or repeal any action of the
Board of Directors. Such affirmative vote way be made at a meeting of the
stockholders or by written consent of the stockholders as provided in
Section 4.6.

ARTICLE VIII
ASSESSMENTS

	No stock, whether paid up or issued as fully paid, shall be subject to
assessment to pay the debts of the Corporation.

ARTICLE IX
BUSINESS CONDUCT AND MANAGEMENT OF THE CORPORATION
The following provisions are inserted for the management of the business
and for the conduct of the affairs of the Corporation, and the same are
in furtherance of and not in limitation or exclusion of the powers
conferred by law.

	(a) Conflicting Interest Transactions. As used in this paragraph,
"conflicting interest transaction" means any of the following: (i) a
loan or other assistance by the Corporation to a Director of the
Corporation or to an entity in which a Director of the Corporation
is a Director or officer or has a financial interest; (ii) a
guaranty by the Corporation of an obligation of a Director of the
Corporation or of an obligation of an entity in which a Director of
the Corporation is a Director or officer or has a financial interest,
or (iii) a contract or transaction between the Corporation and a
Director of the Corporation or between the Corporation and an entity
in which a Director of the Corporation is a Director or officer or
has a financial interest.  No conflicting interest transaction shall
be void or voidable, be enjoined, be set aside, or give rise to an
award of damages or other sanctions in a proceeding by a shareholder
or by or in the right of the Corporation, solely because the
conflicting interest transaction involves a Director of the
Corporation or an entity in which a Director of the Corporation is
a Director or officer or has a financial interest or solely because
the Director is present at or participates in the meeting of the
Corporation's board of Directors or of the committee of the Board
of Directors which authorized, approves or ratifies a conflicting
interest transaction, or solely because the Director's vote is
counted for such purpose if:  (A) the material facts as to the
Director's relationship or interest and as to the conflicting
interest transaction are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors or committee
in good faith authorizes, approves or ratifies the conflicting
interest transaction by the affirmative vote of a majority of the
disinterested Directors, even though the disinterested Directors are
less than a quorum; or (B) the material facts as to the Director's
relationship or interest and as to the conflicting interest
transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the conflicting interest transaction is
specifically authorized, approved or ratified in good faith
by a majority vote of the stockholders, whether at a meeting
of the stockholders or by their written consent; or (C) a
conflicting interest transaction is deemed fair as to the
Corporation as of the time it is authorized, approved or ratified
by a majority of the Board of Directors, a committee thereof, or
the stockholders.  Common or interested Directors may be counted
in determining the presence of a quorum at a meeting of the
Board of Directors or of a committee which authorizes, approves
or ratifies the conflicting interest transaction.

	(b) Loans and Guaranties for the Benefit of Directors. Neither the
Board of Directors nor any committee thereof shall authorize a loan by the
Corporation to a Director of the Corporation or to an entity in which a
Director of the Corporation is a Director or officer or has a financial
interest, or a guaranty by the Corporation of an obligation of a Director
of the Corporation or of an obligation of an entity in which a Director of
the Corporation is a Director or officer or has a financial interest, until
at least ten days after written notice of the proposed authorization of the
loan or guaranty has been given to the stockholders who would be entitled
to vote thereon if the issue of the loan or guaranty were submitted to a
vote of the stockholders. The requirements of this paragraph (b) are in
addition to, and not in substitution for, the provisions of paragraph (a)
of this Article X.

	(c) Limitation on Director's Liability. No Director of this
Corporation shall have any personal liability for monetary or other damages
to the Corporation or its stockholders for breach of his fiduciary duty as
a Director, except that this provision shall not eliminate or limit the
personal liability of a Director to the Corporation or its stockholders for
monetary damages for. (i) any breach of the Director's duty of loyalty to
the Corporation. or its stockholders, other than any transaction which has
been approved as described in Article X paragraph (a); (ii) acts or omissions
not in good faith or which involve intentional misconduct, fraud or a knowing
violation of law; (iii) voting for or assenting to a distribution in violation
of Colorado Revised Statutes Section 7-106-401 or the articles of incorporation
if it is established that the Director did not perform his duties in compliance
with Colorado Revised Statutes Section 7-108-401, provided that the personal
liability of a Director in this circumstance shall be limited to the amount of
the distribution which exceeds what could have been distributed without
violation of Colorado Revised Statutes Section 7-106-401 or the articles of
incorporation; or (iv) any transaction from which the Director directly or
indirectly derives an improper personal benefit, other than any transaction
which has been approved as described in Article X paragraph (a).  Nothing
contained herein will be construed to deprive any Director of his right to
all defenses ordinarily available to a Director nor will anything herein be
construed to deprive any Director of any right he may have for contribution
from any other Director or other person.

	(d) Negation of Equitable Interests in Shares or Rights. Unless a
person is recognized as a shareholder through procedures established by the
corporation pursuant to Colorado Revised Statutes Section 7-107-204 or any
similar law, the Corporation shall be entitled to treat the registered holder
of any shares of the Corporation as the owner thereof for all purposes
permitted by the Colorado Business Corporation Act, including without
limitation all rights deriving from such shares, 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 other
person including without limitation, a purchaser, assignee or transferee
of such shares, unless and until such other person becomes the registered
holder of such shares or is recognized as such, whether or not the Corporation
shall have either actual or constructive notice of the claimed interest of
such other person.  By way of example and not of limitation, until such other
person has become the registered bolder of such shares or is recognized
pursuant to Colorado Revised Statutes Section 7-107-204 or any similar
applicable law, he shall not be entitled: (i) to receive notice of the
meetings of the stockholders; (ii) to vote at such meetings; (iii) to examine
a list of the stockholders; (iv) to be paid dividends or other distributions
payable to stockholders; or (v) to own, enjoy and exercise any other rights
deriving from such shares against the Corporation. Nothing contained herein
will be construed to deprive any beneficial shareholder, as defined in
Colorado Revised Statutes Section 7-113-101(1), of any right he may have
pursuant to Article 113 of the Colorado Business Corporation Act or any
subsequent law.

	(e) Directors' Reliance. A Director shall be fully protected in
relying in good faith upon the books of account of the Corporation or
statements prepared by any of its officials as to the value and amount of
the assets, liabilities and/or net profits of the Corporation, or any other
facts pertinent to the existence and amount of surplus or other funds from
which dividends might properly be declared and paid.

ARTICLE X
INDEMNIFICATION
The Corporation shall indemnify its present or former Directors, officers,
employees, partners, members, fiduciaries, trustees and agents or any person
who served or is serving at the request of the Corporation as a Director,
officer, employee, partner, member, fiduciary, trustee or agent of the
Corporation or another corporation, partnership, joint venture, trust or
other enterprise to the maximum extent permitted by law.  Such
indemnification shall not be deemed exclusive of any other rights to which
such person may be entitled, under any By-Laws, agreements vote of the
stockholders or the disinterested Directors, or otherwise.

In addition to any other rights of indemnification permitted by the law
of the State of Colorado as may be provided for by the Corporation in its
By-Laws or by agreement, the expenses of officers and Directors incurred
in defending a civil or criminal action, suit or proceeding, involving
alleged acts or omissions of such officer or Director in his or her
capacity as an officer or Director of the Corporation, must be paid, by
the Corporation or through insurance purchased and maintained by the
Corporation or through other financial arrangements made by the
Corporation, as they are incurred and in advance of the final disposition
of the action, suit or proceeding, upon receipt of an undertaking by or on
behalf of the Director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he or she is not
entitled to be indemnified by the Corporation.  The Corporation shall
further have the authority to the maximum extent permitted by law to
purchase and maintain insurance providing such indemnification.

IN WITNESS WHEREOF, said The Heritage Organization. Inc. has caused these
Amended & Restated Articles of Incorporation to be signed by W. Ralph
Canada, Jr., its President, this 22nd day of December, 1999.


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.