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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the quarter year endedFebruary 28, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 000-21951
 THE HERITAGE ORGANIZATION, INC.
  Colorado
 
  84-1356383
 
  Attn: Vickie Walker
Post Office Box 910
Addison, Texas 75001
 
  214-662-4094
 
  
  Yes o No þ
 Yes þ No o
 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
 Yes o No o
 APPLICABLE ONLY TO CORPORATE ISSUERS
 As of July 25, 2006, there were 14,000,000 shares of common stock
outstanding.
 Yes o No þ




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PART 1  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS




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##### 



The Heritage Organization, Inc.
(A Development Stage Company)
 FINANCIAL STATEMENTS
(Unaudited)
 February 28, 2006
 CONTENTS
 Balance Sheets
    
    
    F-1Statements of Operations
    
    
    F-2Statements of Cash Flows
    
    
    F-3Notes to Financial Statements
    
    
    F-4Certification Pursuant to Rule 13a-14(a) or 15d-14(a)Certification Pursuant to Section 906




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THE HERITAGE ORGANIZATION, INC.
(A Development Stage Company)
 
 BALANCE SHEET
 February 28, 2006
    
    
    May 31, 2005(Unaudited)CURRENT ASSETSCash and cash equivalents
    
    $
    259
    
    
    $
    1,426Total Current Assets
    
    
    259
    
    
    
    1,426Total Assets
    
    $
    259
    
    
    $
    1,426LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable
    
    $
    425
    
    
    $
    408Notes payable  related party
    
    
    55,000
    
    
    
    40,000Accrued interest  related party
    
    
    2,668
    
    
    
    1,311Total Current Liabilities
    
    
    58,093
    
    
    
    41,719Total Liabilities
    
    
    58,093
    
    
    
    41,719COMMITMENTS 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
    
    
    92,669
    
    
    
    92,219(Deficit) accumulated during the development stage
    
    
    (150,643
    )
    
    
    (132,652
    )Total Stockholders Equity (Deficit)
    
    
    (57,834
    )
    
    
    (40,293
    )Total Liabilities and Stockholders Equity (Deficit)
    
    $
    259
    
    
    $
    1,426
 F-1




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THE HERITAGE ORGANIZATION, INC.
(A Development Stage Company)
 
 STATEMENT OF OPERATIONS
February 28, 2006
 For the Periodfrom Inception
    
    
    For the three
    
    
    For the three
    
    
    For the nine
    
    
    For the nine(8/28/96) to
    
    
    months ended
    
    
    months ended
    
    
    months ended
    
    
    months endedFebruary 28,
    
    
    February 28,
    
    
    February 28,
    
    
    February 28,
    
    
    February 28,2006
    
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005REVENUES
    
    $
    5
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    EXPENSES:Amortization
    
    
    300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Bank charges
    
    
    467
    
    
    
    42
    
    
    
    36
    
    
    
    118
    
    
    
    108Consulting fees
    
    
    62,800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Directors fees
    
    
    200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Filing fee
    
    
    2,375
    
    
    
    
    
    
    
    
    
    
    
    2,150
    
    
    
    Legal &
professional
    
    
    64,255
    
    
    
    575
    
    
    
    575
    
    
    
    11,053
    
    
    
    6,659Office expense
    
    
    2,534
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Rent expense
    
    
    5,700
    
    
    
    150
    
    
    
    150
    
    
    
    450
    
    
    
    450Total Expenses
    
    
    138,631
    
    
    
    767
    
    
    
    761
    
    
    
    13,771
    
    
    
    7,217(LOSS) FROM
CONTINUING OPERATIONS
    
    
    (138,626
    )
    
    
    (767
    )
    
    
    (761
    )
    
    
    (13,771
    )
    
    
    (7,217
    )OTHER (EXPENSE):Interest expense
    
    
    (12,017
    )
    
    
    (2,347
    )
    
    
    (629
    )
    
    
    (4,220
    )
    
    
    (1,726
    )NET (LOSS)
    
    $
    (150,643
    )
    
    $
    (3,114
    )
    
    $
    (1,390
    )
    
    $
    (17,991
    )
    
    $
    (8,943
    )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 F-2




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THE HERITAGE ORGANIZATION, INC.
(A Development Stage Company)
 
 STATEMENT OF CASH FLOWS
February 28, 2006
 For the Periodfrom Inception
    
    
    For the nine
    
    
    For the nine(August 28, 1996) to
    
    
    months ended
    
    
    months endedFebruary 28, 2006
    
    
    February 28, 2006
    
    
    February 28, 2005CASH FLOWS FROM (TO)
OPERATING ACTIVITIES:Net (loss)
    
    $
    (150,643
    )
    
    $
    (17,991
    )
    
    
    (8,943
    )Adjustments to reconcile net
(loss) to net cash flows to
operating activities:Amortization
    
    
    300
    
    
    
    
    
    
    
    Rent expense
    
    
    5,700
    
    
    
    450
    
    
    
    450Expenses paid by shareholders
    
    
    15,609
    
    
    
    
    
    
    
    Stock issued for directors fees
    
    
    59,960
    
    
    
    
    
    
    
    Stock issued for consulting fees
    
    
    3,040
    
    
    
    
    
    
    
    Increase in accounts payable
    
    
    425
    
    
    
    17
    
    
    
    Increase in accrued interest
    
    
    2,668
    
    
    
    1,357
    
    
    
    346Net Cash Flows (Used in)
Operating Activities
    
    
    (62,941
    )
    
    
    (16,167
    )
    
    
    (8,147
    )CASH FLOWS FROM (TO) INVESTING
ACTIVITIES:Organization costs
    
    
    (300
    )
    
    
    
    
    
    
    Net Cash Flows (Used in)
Investing Activities
    
    
    (300
    )
    
    
    
    
    
    
    CASH FLOWS FROM (TO) FINANCING
ACTIVITIES:Issuance of common stock
    
    
    8,500
    
    
    
    
    
    
    
    Payments on notes payable
 related party
    
    
    (3,000
    )
    
    
    
    
    
    
    (3,000
    )Proceeds from notes payable
 related party
    
    
    58,000
    
    
    
    15,000
    
    
    
    10,000Net Cash Flows Provided By
Financing Activities
    
    
    63,500
    
    
    
    15,000
    
    
    
    7,000NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS
    
    
    259
    
    
    
    (1,167
    )
    
    
    (1,147
    )CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD
    
    
    
    
    
    
    1,426
    
    
    
    2,187CASH AND CASH EQUIVALENTS, END
OF PERIOD
    
    $
    259
    
    
    $
    259
    
    
    $
    1,040Supplemental Disclosures of Cash
Flow Information:Interest paid
    
    $
    9,348
    
    
    $
    2,863
    
    
    $
    Taxes paid
    
    $
    
    
    
    $
    
    
    
    $
    
 F-3




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THE HERITAGE ORGANIZATION, INC.
(A Development Stage Company)
 
 NOTES TO FINANCIAL STATEMENTS
February 28, 2006
 NOTE 1  BASIS OF PRESENTATION
  NOTE 2  GOING CONCERN AND PLAN OF OPERATION
   NOTE 3  NOTES PAYABLE, RELATED PARTY
 Notes Payable
  Maturity Date
    
    Interest Rate
    
    
    Principal AmountMarch 18, 2006
    
    
    7.75
    %
    
    $
    5,000May 16, 2006
    
    
    8.00
    %
    
    
    5,000June 2, 2006
    
    
    8.00
    %
    
    
    5,000August 4, 2006
    
    
    8.50
    %
    
    
    5,000August 18, 2006
    
    
    8.50
    %
    
    
    5,000August 31, 2006
    
    
    8.50
    %
    
    
    5,000September 18, 2006
    
    
    8.50
    %
    
    
    5,000September 30, 2006
    
    
    8.75
    %
    
    
    5,000November 8, 2006
    
    
    9.00
    %
    
    
    5,000November 21, 2006
    
    
    9.00
    %
    
    
    5,000February 10, 2007
    
    
    8.25
    %
    
    
    5,000$
    55,000
   F-4




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 Liquidity and Capital Resources.
   Results of Operations.
     CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION




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ITEM 3. CONTROLS AND PROCEDURES
  ITEM 4. RELATED PARTY TRANSACTIONS
 Notes Payable
  Maturity Date
    
    Interest Rate
    
    
    Principal AmountMarch 18, 2006
    
    
    7.75
    %
    
    $
    5,000May 16, 2006
    
    
    8.00
    %
    
    
    5,000June 2, 2006
    
    
    8.00
    %
    
    
    5,000August 4, 2006
    
    
    8.50
    %
    
    
    5,000August 18, 2006
    
    
    8.50
    %
    
    
    5,000August 31, 2006
    
    
    8.50
    %
    
    
    5,000September 18, 2006
    
    
    8.50
    %
    
    
    5,000September 30, 2006
    
    
    8.75
    %
    
    
    5,000November 8, 2006
    
    
    9.00
    %
    
    
    5,000November 21, 2006
    
    
    9.00
    %
    
    
    5,000February 10, 2007
    
    
    8.25
    %
    
    
    5,000$
    55,000
   Rent Expense




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PART II
 ITEM 6. EXHIBITS
  Designation
    
    Description of Exhibit31.1*
    
    Certification pursuant to Rule 13a-14(a) or 15d-14(a) under
the Securities Exchange Act of 1934, as amended32.1*
    
    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.




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SIGNATURES
  Dated: August 1, 2006
    
    THE HERITAGE ORGANIZATION, INC.By:
    
    /s/ Vickie WalkerVickie Walker, Secretary,
Chief Executive Officer and
Chief Financial Officer