---

---

U.S. SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549


Form 10-QSB




(Mark One)


x Quarterly
report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the
quarterly period ended February 28, 2009.


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


Commission File No:
000-21951


THE HERITAGE ORGANIZATION,
INC.




(Exact name of small business issuer as specified
in its charter)




Colorado
            84-1356383(State or other jurisdictionof
      incorporation or organization)
            (IRS Employer
      IdentificationNo.)


ATTN:
Vickie Walker, P.O. Box 910 Addison, Texas 75001(Address of Principal Executive
Offices)




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




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




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




Applicable only to issuers involved in bankruptcy proceedings
during the preceding 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 o No o




Applicable only to corporate issuers




State the number of shares outstanding of each of the issuer’s
classes of common equity, as of the latest practicable date. At April 13, 2009
there were 14,000,000 shares of common stock outstanding.




Transitional Small Business Disclosure Format (Check one):
Yes o No x




---

---





PART 1 - FINANCIAL
INFORMATION




ITEM 1.
FINANCIAL STATEMENTS AND EXHIBITS




(a) The unaudited financial statements of registrant for the
nine months ended February 28, 2009, follow. The financial statements reflect
all adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the interim period presented.




---





The Heritage Organization, Inc.
(A Development Stage Company)




FINANCIAL STATEMENTS
(Unaudited)




February 28, 2009




CONTENTS




Balance Sheets
              F-1Statements of
Operations
              F-2Statements of Cash
Flows
              F-3Notes to Financial
      Statements
              F-4


---





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




February 28,
      2009
                              
                              May 31,
    2008(Unaudited)ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                              
                              $
                              5
                              
                              
                              $
                              176Total
      Current Assets
                              
                              
                              5
                              
                              
                              
                              176Total
      Assets
                              
                              $
                              5
                              
                              
                              $
                              176LIABILITIES AND STOCKHOLDERS’
      EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts payable
                              
                              $
                              1,893
                              
                              
                              $
                              1,859Notes
      payable – related party
                              
                              
                              141,500
                              
                              
                              
                              116,500Accrued interest – related party
                              
                              
                              4,864
                              
                              
                              
                              7,032Total
      Current Liabilities
                              
                              
                              148,257
                              
                              
                              
                              125,391Total
      Liabilities
                              
                              
                              148,257
                              
                              
                              
                              125,391COMMITMENTS AND
      CONTINGENCIES
                              
                              
                              —
                              
                              
                              
                              —STOCKHOLDERS’ EQUITY
      (DEFICIT)Preferred stock, $0.00001 par value; 10,000,000 shares authorized;
      no shares issued and outstanding
                              
                              
                              —
                              
                              
                              
                              —Common
      stock, $0.00001 par value; 99,000,000 shares authorized; 14,000,000 shares
      issued and outstanding
                              
                              
                              140
                              
                              
                              
                              140Class
      B common stock, $0.00001 par value; 1,000,000 shares authorized; no shares
      issued and outstanding
                              
                              
                              —
                              
                              
                              
                              —Additional paid-in capital
                              
                              
                              94,469
                              
                              
                              
                              94,019(Deficit) accumulated during the development stage
                              
                              
                              (242,861
                              )
                              
                              
                              (219,374
                              )Total
      Stockholders’ Equity (Deficit)
                              
                              
                              (148,252
                              )
                              
                              
                              (125,215
                              )Total
      Liabilities and Stockholders’ Equity (Deficit)
                              
                              $
                              5
                              
                              
                              $
                              176






See accompanying notes to the
financial statements




F-1




---





THE HERITAGE ORGANIZATION, INC.(A
Development Stage Company)STATEMENTS OF
OPERATIONS(Unaudited)




For the Periodfrom
      Inception(8/28/96) toFebruary 28,2009
                                                  
                                                  
                                                  For the months
      endedFebruary 28,2009
                                                  
                                                  
                                                  For the threemonths
      endedFebruary 29,2008
                                                  
                                                  
                                                  For the ninemonths
      endedFebruary 28,2009
                                                  
                                                  
                                                  For the ninemonths
      endedFebruary 29,2008REVENUES
                                                  
                                                  $
                                                  5
                                                  
                                                  
                                                  $
                                                  —
                                                  
                                                  
                                                  $
                                                  —
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  —EXPENSES:Amortization
                                                  
                                                  
                                                  300
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  —Bank
      charges
                                                  
                                                  
                                                  1,014
                                                  
                                                  
                                                  
                                                  44
                                                  
                                                  
                                                  
                                                  44
                                                  
                                                  
                                                  
                                                  173
                                                  
                                                  
                                                  
                                                  144Consulting fees
                                                  
                                                  
                                                  62,800
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  —Directors fees
                                                  
                                                  
                                                  200
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  —Filing
      fee
                                                  
                                                  
                                                  13,936
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  592
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  592Legal
      & professional
                                                  
                                                  
                                                  116,359
                                                  
                                                  
                                                  
                                                  2,387
                                                  
                                                  
                                                  
                                                  1,325
                                                  
                                                  
                                                  
                                                  15,210
                                                  
                                                  
                                                  
                                                  13,651Office
      expense
                                                  
                                                  
                                                  2,580
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  426
                                                  
                                                  
                                                  
                                                  46
                                                  
                                                  
                                                  
                                                  426Licenses & Permits
                                                  
                                                  
                                                  60
                                                  
                                                  
                                                  
                                                  —
                                                  
                                                  
                                                  
                                                  74
                                                  
                                                  
                                                  
                                                  10
                                                  
                                                  
                                                  
                                                  124Rent
      expense
                                                  
                                                  
                                                  7,500
                                                  
                                                  
                                                  
                                                  150
                                                  
                                                  
                                                  
                                                  150
                                                  
                                                  
                                                  
                                                  450
                                                  
                                                  
                                                  
                                                  450Total
      Expenses
                                                  
                                                  
                                                  204,749
                                                  
                                                  
                                                  
                                                  2,581
                                                  
                                                  
                                                  
                                                  2,611
                                                  
                                                  
                                                  
                                                  15,889
                                                  
                                                  
                                                  
                                                  15,387(LOSS) FROM CONTINUING
      OPERATIONS
                                                  
                                                  
                                                  (204,744
                                                  )
                                                  
                                                  
                                                  (2,581
                                                  )
                                                  
                                                  
                                                  (2,611
                                                  )
                                                  
                                                  
                                                  (15,889
                                                  )
                                                  
                                                  
                                                  (15,387
                                                  )OTHER
      (EXPENSE):Interest expense
                                                  
                                                  
                                                  (38,117
                                                  )
                                                  
                                                  
                                                  (2,402
                                                  )
                                                  
                                                  
                                                  (2,707
                                                  )
                                                  
                                                  
                                                  (7,598
                                                  )
                                                  
                                                  
                                                  (7,839
                                                  )NET
    (LOSS)
                                                  
                                                  $
                                                  (242,861
                                                  )
                                                  
                                                  $
                                                  (4,983
                                                  )
                                                  
                                                  $
                                                  (5,318
                                                  )
                                                  
                                                  
                                                  (23,487
                                                  )
                                                  
                                                  
                                                  (23,226
                                                  )NET (LOSS) PER
      SHARE
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  $
                                                  *
                                                  
                                                  
                                                  $
                                                  *
                                                  
                                                  
                                                  
                                                  *
                                                  
                                                  
                                                  
                                                  *Weighted Average Number of
      Shares Outstanding
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  14,000,000
                                                  
                                                  
                                                  
                                                  14,000,000
                                                  
                                                  
                                                  
                                                  14,000,000
                                                  
                                                  
                                                  
                                                  14,000,000


* = less than $0.01 per share




See accompanying notes to the
financial statements




F-2




---





THE HERITAGE ORGANIZATION, INC.(A
Development Stage Company)STATEMENTS OF CASH
FLOWS(Unaudited)




For the Periodfrom
      Inception(August 28, 1996) toFebruary 28,
    2009
                                                    
                                                    
                                                    For the ninemonths
      endedFebruary 28, 2009
                                                    
                                                    
                                                    For the ninemonths
      endedFebruary 28, 2008CASH FLOWS FROM (TO) OPERATING
      ACTIVITIES:Net
      (loss)
                                                    
                                                    
                                                    (242,861
                                                    )
                                                    
                                                    $
                                                    (23,487
                                                    )
                                                    
                                                    $
                                                    (23,226
                                                    )Adjustments to reconcile net (loss) to net cash flows used in
      operating activities:Amortization
                                                    
                                                    
                                                    300
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —Non
      cash rent expense
                                                    
                                                    
                                                    7,500
                                                    
                                                    
                                                    
                                                    450
                                                    
                                                    
                                                    
                                                    450Expenses paid by shareholders
                                                    
                                                    
                                                    15,609
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —Stock
      issued for directors’ fees
                                                    
                                                    
                                                    59,960
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —Stock
      issued for consulting fees
                                                    
                                                    
                                                    3,040
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —Increase in prepaid expense
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —Change
      in accounts payable
                                                    
                                                    
                                                    1,893
                                                    
                                                    
                                                    
                                                    (1,502
                                                    )
                                                    
                                                    
                                                    (1,738
                                                    )Change
      in accrued interest
                                                    
                                                    
                                                    4,864
                                                    
                                                    
                                                    
                                                    (632
                                                    )
                                                    
                                                    
                                                    2,415Net
      Cash Flows (Used in) Operating Activities
                                                    
                                                    
                                                    (149,695
                                                    )
                                                    
                                                    
                                                    (25,171
                                                    )
                                                    
                                                    
                                                    (22,099
                                                    )CASH FLOWS FROM (TO) INVESTING
      ACTIVITIES:Organization costs
                                                    
                                                    
                                                    (300
                                                    )
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —Net
      Cash Flows (Used in) Investing Activities
                                                    
                                                    
                                                    (300
                                                    )
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —CASH FLOWS FROM (TO) FINANCING
      ACTIVITIES:Issuance of common stock
                                                    
                                                    
                                                    8,500
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —Payments on notes payable – related party
                                                    
                                                    
                                                    (3,000
                                                    )
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —Proceeds from notes payable – related party
                                                    
                                                    
                                                    144,500
                                                    
                                                    
                                                    
                                                    25,000
                                                    
                                                    
                                                    
                                                    16,500Net
      Cash Flows Provided By Financing Activities
                                                    
                                                    
                                                    150,000
                                                    
                                                    
                                                    
                                                    25,000
                                                    
                                                    
                                                    
                                                    16,500NET INCREASE (DECREASE) IN CASH
      AND CASH EQUIVALENTS
                                                    
                                                    
                                                    5
                                                    
                                                    
                                                    
                                                    (171
                                                    )
                                                    
                                                    
                                                    (5,599
                                                    )CASH AND CASH EQUIVALENTS,
      BEGINNING OF PERIOD
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    176
                                                    
                                                    
                                                    
                                                    8,370CASH AND CASH EQUIVALENTS, END
      OF PERIOD
                                                    
                                                    
                                                    5
                                                    
                                                    
                                                    $
                                                    5
                                                    
                                                    
                                                    $
                                                    2,771Supplemental Disclosures of Cash Flow Information:Interest paid
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    $
                                                    8,566
                                                    
                                                    
                                                    $
                                                    5,425Taxes
      paid
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    $
                                                    —
                                                    
                                                    
                                                    $
                                                    —






See accompanying notes to the
financial statementsF-3




---





THE HERITAGE ORGANIZATION, INC.(A
Development Stage Company)NOTES TO FINANCIAL
STATEMENTSFebruary 28, 2009




NOTE 1 –
BASIS OF PRESENTATION




The accompanying financial statements have been prepared by
The Heritage Organization, Inc. without audit pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted as allowed by such rules and regulations, and management believes that
the disclosures are adequate to make the information presented not misleading.
These financial statements include all of the adjustments, which in the opinion
of management, are necessary to a fair presentation of financial position and
results of operations. All such adjustments are of a normal and recurring
nature. These financial statements should be read in conjunction with the
audited financial statements at May 31, 2008.




NOTE 2 –
GOING CONCERN AND PLAN OF OPERATION




The Company’s financial statements have been
presented on the basis that it is a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. The Company is in the development stage and has not earned any
revenues from operations to date.




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




NOTE 3 –
NOTES PAYABLE, RELATED PARTY




Notes
Payable


The Company has eighteen unsecured notes payable to a
shareholder totaling $141,500 as follows:




Maturity
      Date
                    
                    Interest
      Rate
                    
                    Principal
      AmountJanuary 30, 2010
                    
                    5.25
                    %
                    
                    
                    10,000February 10, 2010
                    
                    5.25
                    %
                    
                    
                    5,000March 18, 2009
                    
                    7.25
                    %
                    
                    
                    5,000March 31, 2009
                    
                    7.25
                    %
                    
                    
                    10,000May 14, 2009
                    
                    7.00
                    %
                    
                    
                    10,000May 16, 2009
                    
                    7.00
                    %
                    
                    
                    5,000June 2, 2009
                    
                    7.00
                    %
                    
                    
                    5,000July 15, 2009
                    
                    7.00
                    %
                    
                    
                    10,000August 4, 2009
                    
                    7.00
                    %
                    
                    
                    5,000August 18, 2009
                    
                    7.00
                    %
                    
                    
                    5,000August 31, 2009
                    
                    7.00
                    %
                    
                    
                    5,000September 18, 2009
                    
                    7.00
                    %
                    
                    
                    5,000September 30, 2009
                    
                    7.00
                    %
                    
                    
                    5,000October 2, 2009
                    
                    7.00
                    %
                    
                    
                    25,000October 9, 2009
                    
                    6.50
                    %
                    
                    
                    15,000November 8, 2009
                    
                    6.00
                    %
                    
                    
                    5,000November 15, 2009
                    
                    6.00
                    %
                    
                    
                    6,500November 21, 2009
                    
                    6.00
                    %
                    
                    
                    5,000$
                    141,500




The notes are payable on the earlier of demand
or the maturity date specified above. All outstanding notes payable are for a
term of one year. The Company has historically paid the shareholder accrued
interest at the maturity date of notes payable and has entered into a new
one-year loan for the outstanding principal balance. For the nine month period
ended February 28, 2009, $8,566 of interest was paid to a related
party.




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




F-4




---





ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION




Liquidity and
Capital Resources.




The Company remains in the development stage, and since
inception, has experienced no significant change in liquidity or capital
resources or stockholders’ equity other than the receipt of net proceeds in the
amount of $8,500 from its inside capitalization funds, and $144,500 as loans
from a principal shareholder. Consequently, the Company’s balance sheet for the
quarter ended February 28, 2009, reflects a total asset value of
$5.




The Company does not have sufficient assets or capital
resources to pay its on-going expenses while it is seeking out business
opportunities, and it has no current plans to raise additional capital through
sale of securities, or otherwise. As a result, although the Company has no
agreement in place with its shareholders or other persons to pay expenses on its
behalf, it is currently anticipated that the Company will rely on loans, if
available, from shareholders or third parties to pay expenses at least until it
is able to consummate a business combination. There is no assurance that the
Company will have sufficient assets or capital to pay its ongoing expenses or
continue as a going concern.




Results of
Operations.




During the period from August 28, 1996 (inception) through
February 28, 2009, the Company has engaged in no significant operations other
than organizational activities, acquisition of capital and registering its
securities under the Securities and Exchange Act of 1934, as amended. No
significant revenues were received during this period, and the Company
experienced a cumulative net loss of $242,861.




As of the end of the quarter ending February 28, 2009, the
Company has not been able to reach any agreement or definitive understanding
with any person concerning a business combination transaction between the
Company and any other entity or business. At the present time, no prospects
exist for the potential business combination of the Company and any other entity
and none is presently anticipated.




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.




The Company experienced a net loss of $23,487 for the nine
months ended February 28, 2009, compared with a net loss of $23,226 for nine
months ended February 29, 2008. The increase in the loss from prior year quarter
compared to current year quarter is primarily due to an increase in legal and
professional expenses. The Company does not expect to generate any revenue until
it completes a business combination, but it will continue to incur legal and
accounting fees and other costs associated with compliance with its reporting
obligations. As a result, the Company expects that it will continue to incur
losses each quarter at least until it has completed a business combination.
Depending upon the performance of any acquired business, the Company may
continue to operate at a loss even following completion of a business
combination.




CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION




This report contains various forward-looking statements that
are based on the Company’s beliefs as well as assumptions made by and
information currently available to the Company. When used in this report, the
words “believe,” “expect,” “anticipate,” “estimate” and similar expressions are
intended to identify forward-looking statements. Such statements may include
statements regarding seeking business opportunities, payment of operating
expenses, and the like, and are subject to certain risks, uncertainties and
assumptions which could cause actual results to differ materially from
projections or estimates contained herein. Factors which could cause actual
results to differ materially include, among others, unanticipated delays or
difficulties in location of a suitable business acquisition candidate,
unanticipated or unexpected costs and expenses, competition and changes in
market conditions, lack of adequate management personnel and the like. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, estimated or projected. The Company cautions against placing undue
reliance on forward-looking statements all of which speak only as of the date
made.




ITEM 3.
CONTROLS AND PROCEDURES




The Company’s Chief Executive Officer and Chief Financial
Officer, after evaluating the effectiveness of the Company’s disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended) as of the end of the period covered by this
quarterly report (the “Evaluation Date”), has concluded that, as of the
Evaluation Date, the Company’s disclosure controls and procedures were effective
to provide reasonable assurance of the timely collection, evaluation and
disclosure of information relating to the Company that would potentially be
subject to disclosure under the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated there under. There were no changes in the
Company’s internal control over financial reporting during the quarter ended
August 31.




---





PART II




ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K




The following Exhibits are filed herewith or incorporated
herein by reference below:




Designation
              
              Exhibit
      Description31.1*
              
              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




SIGNATURES




In accordance with the requirements of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




Date: April 13,
      2009
            
            By:
      /s/ Vickie WalkerVickie
      WalkerSecretaryChief
      Executive OfficerChief
      Financial Officer


---