-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JSEk7/3126W/hIaFKz93Yb7w9r0U8j9Y+0Lws6Qm/6YqcLzaMhbCzXj43Le/P3aT FgTS4pU7Qifd1C9RtLlCHg== 0001050234-03-000166.txt : 20031114 0001050234-03-000166.hdr.sgml : 20031114 20031114153542 ACCESSION NUMBER: 0001050234-03-000166 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HERITAGE SCHOLASTIC CORP CENTRAL INDEX KEY: 0001172324 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 330675154 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-49998 FILM NUMBER: 031004183 BUSINESS ADDRESS: STREET 1: 1954 KELLOGG AVENUE CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 7606343000 MAIL ADDRESS: STREET 1: 1954 KELLOGG AVENUE CITY: CARLSBAD STATE: CA ZIP: 92008 10QSB 1 heritage10qsb.txt UNITED STATES 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 September 30, 2003. [_] Transition report under Section 13 or 15(d) of the Exchange Act For the transition period from to Commission file number: 000-49998 Heritage Scholastic Corporation - ------------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Nevada 88-0502934 - ------------------------------------ ------------ (State of Incorporation) (I.R.S. Employer Identification No.) 1954 Kellogg Avenue, Carlsbad, California 92008 - ------------------------------------------------------------ (Address of Principal Executive Offices) 760-268-0700 ---------------------------------------- (Issuer's Telephone Number, Including Area Code) Check whether 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 ______ State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Common Stock, $0.001 par value per share: 7,919,875 (as of November 12, 2003) - -------------------------------------------------------------- Transition Small Business Disclosure Format (check one): Yes ______ No X /1/ Table of Contents Heritage Scholastic Corp. Part I Financial Information Item 1. Financial Statements (unaudited) Condensed consolidated balance sheets - September 30, 2003 and 2002. Condensed consolidated statements of operations and comprehensive loss - Three months ended September 30, 2003 and September 30, 2002, and period from inception to September 30, 2003. Condensed consolidated statements of cash flows - Three months ended September 30, 2003 and September 30, 2002, and period from inception to September 30, 2003. Notes to condensed consolidated financial statements Item 2. Management's Discussion and analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings Item 2. Change in Securities and Use of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Signatures Certifications /2/ PART I - FINANCIAL STATEMENTS ITEM 1. FINANCIAL STATEMENTS Heritage Scholastic Corporation (a Development Stage Company) Condensed Consolidated Balance Sheets (unaudited) ============================================================================== September 30, 2003 2002 - ------------------------------------------------------------------------------ Assets Current Assets Cash $ 3,267 $ 277 Restricted cash 0 2,650 Accounts receivable 600 0 Inventory 5,481 8,286 Prepaid expenses 4,000 0 Advances - related party 0 5,607 - ------------------------------------------------------------------------------ Total current assets 13,347 16,820 Capitalized book expenses 15,341 20,455 - ------------------------------------------------------------------------------ 15,341 20,455 - ------------------------------------------------------------------------------ Total assets $ 28,688 $ 37,275 ============================================================================== Liabilities and Stockholders' Equity (Deficit) Current Liabilities Accounts payable and accrued expenses $ 14,375 $ 14,587 Wages payable and related taxes 42,317 6,193 Income taxes payable 1,600 1,600 Deferred revenue 20,320 0 Loan from shareholder 6,401 0 - ------------------------------------------------------------------------------ Total liabilities $ 85,373 $ 22,371 /3/ Stockholders' Equity (Deficit) Preferred stock; $0.001 par value, 20,000,000 shares authorized and no shares issued and outstanding 0 0 Common stock; $0.001 par value, 100,000,000 shares authorized and 7,918,875 and 7,618,875 shares issued and outstanding 7,919 7,619 Additional paid-in capital 114,207 75,486 Deficit accumulated in the development stage (178,810) (68,201) - ------------------------------------------------------------------------------ Total stockholders' equity (deficit) $ (56,684) $ 14,904 - ------------------------------------------------------------------------------ Total liabilities and stockholders' equity (deficit) $ 28,688 $ 37,275 ============================================================================== The accompanying notes are an integral part of these condensed consolidated financial statements. /4/ Heritage Scholastic Corporation (a Development Stage Company) Condensed Consolidated Statements of Operations (unaudited) ============================================================================== Three Three Period Months Months from Inception ended ended (30-July-1999) 30-Sep-2003 30-Sep-2002 to 30-Sep-2003 - ------------------------------------------------------------------------------ Revenues $ 0 $ 0 $ 8,400 Cost of Sales 0 0 7,919 - ------------------------------------------------------------------------------ Gross Profit 0 0 481 General and administrative expenses 14,228 40,426 179,291 - ------------------------------------------------------------------------------ Net Loss $ (14,228) $ (40,426) $ (178,810) - ------------------------------------------------------------------------------ Loss Per Share of Common Stock $ (0.00) $ (0.01) - -------------------------------------------------------------- Weighted Average Shares Outstanding 7,918,875 6,780,635 ============================================================================== The accompanying notes are an integral part of these condensed consolidated financial statements. /5/ Heritage Scholastic Corporation (a Development Stage Company) Condensed Consolidated Statements of Cash Flows (unaudited) ============================================================================== Three Three Period Months Months from Inception ended ended (30-July-1999) 30-Sep-2003 30-Sep-2002 to 30-Sep-2003 - ------------------------------------------------------------------------------ Cash Flows From Operating Activities Net loss $ (14,228) $ (40,426) $ (178,810) Adjustments to reconcile net loss to net cash used in operating activities: Non-Cash based compensation expense 821 1,800 36,521 Change in operating assets and liabilities: Accounts receivable 2,700 0 (600) Inventory 0 (8,286) (5,481) Prepaid expenses 0 0 (4,000) Accounts payable and accrued expenses (4,859) 8,305 14,735 Wages and related taxes payable 10,566 (183) 42,317 Income taxes payable 0 0 1,600 Deferred revenues 8,320 0 20,320 - ------------------------------------------------------------------------------ Net cash provided by (used in) operating activities 3,320 (38,790) (73,398) - ------------------------------------------------------------------------------ Cash Flows From Investing Activities Net change in advances-related party 0 (5,607) 0 Decrease in capitalized publishing costs 0 (6,071) (15,341) - ------------------------------------------------------------------------------ Net cash used in investing activities 0 (11,678) (15,341) - ------------------------------------------------------------------------------ Cash Flows From Financing Activities Net proceeds from issuance of common stock 0 0 85,605 Net change in advances-related party (900) (3,255) 6,401 - ------------------------------------------------------------------------------ /6/ Net cash provided by (used in) financing activities (900) (3,255) 92,006 - ------------------------------------------------------------------------------ Net increase (decrease) in cash 2,420 (53,723) 3,267 Cash at Beginning of Period 847 56,650 0 - ------------------------------------------------------------------------------ Cash at End of Period $ 3,267 $ 2,927 $ 3,267 ============================================================================== - -------------------------------------------------------------- Noncash Investing and Financing Activities: During the three-month periods ended September 30, 2003 and September 30, 2002, the Company recorded non-cash stock based compensation expense of $821 and $1,800 respectively for stock options issued to non-employees. During the period from inception to September 30, 2003, the Company recorded non-cash stock based compensation expense of $36,521 for stock options issued to non-employees. ============================================================== The accompanying notes are an integral part of these condensed consolidated financial statements. /7/ Heritage Scholastic Corporation (a Development Stage Company) Notes to the Condensed Consolidated Financial Statements =================================================================== 1. Basis of The accompanying condensed consolidated financial Presentation statements of Heritage Scholastic Corporation ("the Company"), was incorporated in the state of Nevada on July 30, 1999 with the purpose of developing history textbooks for sale to students in grades kindergarten through high school in the United States. In the opinion of management, the condensed financial statements reflect all normal and recurring adjustments, which are necessary for a fair presentation of the Company's financial position, results of operations and cash flows as of the dates and for the periods, presented. The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Consequently, these statements do not include all disclosures normally required by generally accepted accounting principles of the United States of America for annual financial statements nor those normally made in an Annual Report on Form 10-KSB. Accordingly, reference should be made to the Company's Form 10-KSB, for the year ended June 30, 2003, filed on October 10, 2003, with the U.S. Securities and Exchange Commission for additional disclosures, including a summary of the Company's accounting policies, which have not materially changed. The results of operations for the periods ended September 30, 2003 are not necessarily indicative of results that may be expected for the fiscal year ending June 30, 2004 or any future period, and the Company makes no representations related thereto. The accompanying condensed consolidated financial statements as of September 30, 2003 have been prepared assuming the Company will continue as a going concern. The Company had negative working capital of $72,026 as of September 30, 2003, and incurred a net loss for the three month period ended September 30, 2003 and period from inception to September 30, 2003 of $14,228 and $178,810, respectively. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Even though the Company generated a small amount of revenue in the period from inception to September 30, 2003, the Company continues to be a development stage company as the Company's primary focus is raising capital and attracting business. During the period from inception to September 30, 2003, management raised net proceeds of approximately $86,000 through sales of common stock. Subsequent to September 30, 2003, management intends to continue to raise additional financing through a combination of public and/or private equity placements, commercial project financing and government program funding to fund future operations and commitments. There is no assurance /8/ that additional debt and equity financing needed to fund operations will be consummated or obtained in sufficient amounts necessary to meet the Company's needs. 1. Basis of The accompanying condensed financial statements Presentation do not include any adjustments to reflect the Cont'd possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. The preparation of condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities and the results of operations during the reporting period. Actual results could differ materially from those estimates. 2. Significant These condensed consolidated financial statements Accounting do not include the complete list of significant Policies accounting policies, reference should be made to the Company's Form 10-KSB filed on October 10, 2003 for a more complete description of the relevant accounting policies. These condensed consolidated financial statements include the accounts of its wholly owned subsidiary, Books for Kids, Inc. (a Nevada Corporation). Books for Kids, Inc. was incorporated on February 21, 2003. All material intercompany transactions have been eliminated in consolidation. Inventory consists of book inventory and is stated at lower of cost or market as determined by the first-in, first-out method. Deferred income taxes are recognized for the tax consequences in future periods of differences between the tax basis of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2003 a current deferred tax asset of approximately $72,000 had been recognized for the temporary differences related to net operating losses carried forward. A valuation allowance of approximately $72,000 has been recorded to fully offset the deferred tax asset, as it is not more likely than not that the assets will be utilized. The Federal net operating losses of approximately $179,000 begin to expire in 2022 and the state net operating losses of approximately $179,000 begin to expire in 2011, unless previously utilized. California law imposes a franchise tax of 1.5% of taxable income on companies doing business in the state with a certain minimum amounts per year. /9/ Heritage Scholastic Corporation (a Development Stage Company) Notes to Condensed Consolidated Financial Statements =================================================================== 3. Advances Heritage Media Corporation's (HMC) sole with shareholders are Charles and Lori Parks. The a Related Parks' are also shareholders in the Company. Party The Company also shares officers, directors, facilities, and other various resources with HMC. From time to time the Company and HMC advance money to cover common expenses related to graphic design and other operating expenses. The advances are due on demand and bear interest at 6% per annum. There were no outstanding advances at September 30, 2003. 4. Recent There were no recent Accounting Pronouncements Accounting that effect the Company during the first Pronouncements quarter ended September 30, 2003. For past pronouncements please refer to the Company's 10- KSB filed October 10, 2003. 5. Common Stock On July 1, 2000 the Company issued 5,500,000 shares of common stock to the Company's founders at $0.001 per share for a note receivable that was repaid in the year ended June 30, 2002. On September 29, 2000 the Company issued 600,000 shares of common stock to a key officer of the Company at $0.003 per share for a note receivable that was repaid in the year ended June 30, 2002. On September 14, 2001 the Company issued 680,625 shares of common stock to various investors for cash of $0.04 per share. On June 30, 2002 the Company issued 558,250 shares of common stock in a Nevada-registered offering filed under Rule 504 of Regulation D of the Securities Act of 1933 to various investors for cash of $0.10 per share. Related to the shares issued on June 30, 2002 the Company issued 75,000 shares to a stock offering consulting firm and 5,000 shares to an individual for work performed on the stock offering. These shares were valued at the stock- offering price of $0.10 per share, or $28,000. The shares issued to the consulting firm were in addition to cash fees under an agreement for various stock offering services. The Company incurred a total of approximately $43,000 in direct costs related to above common stock offering, inclusive of the shares issued for services issued at a fair value of $28,000. /10/ On November 27, 2002 the Company issued 50,000 shares of common stock to an investor for cash of $0.10 per share. On February 8, 2003 the Company issued 50,000 shares of common stock to an investor for cash of $0.10 per share. On March 30, 2003 the Company issued 200,000 for services performed with a fair value of $20,000. /11/ Part I Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS As of September 30, 2003, we have generated revenues of $8,400 of which none were generated in the three-month period ended September 30, 2003. The Company has received additional orders totaling $20,320, which have not been filled as of September 30, 2003. We expect orders and revenue to grow in the 2nd quarter as more sales contacts are made. Even though we have generated a small amount of revenue to-date, we continue to be a development stage company as defined by SFAS 7, as our primary focus is raising capital and attracting business. Accordingly, due to the Company's status as a development stage company, negative working capital, and continued losses, our independent public accountants have issued a comment regarding our ability to continue as a going concern (please see footnote 1 of the condensed consolidated financial statements). The Company's CEO, Charles Parks, continues as a part-time salesperson between one and two days per week. In addition the Company has hired Stephen Hung as a commission-only salesperson. Currently the company is selling books in both the Los Angeles and Boston areas. Plans are to expand into other markets once we have our first full time sales person, cash flow permitting. Expenses during the first quarter of this year were approximately $14,200 compared with approximately $40,400 for the same quarter last year. In the quarter ended September 30, 2003 most of the expenses were accrued wages and salaries. In the same quarter last year the largest expenses were legal and professional fees related to the 10-QSB filing for the SEC. The company is currently engaged in discussions and correspondence with the NASD to complete the company's listing on the bulletin board. LIQUIDITY AND CAPITAL RESOURCES The accompanying condensed consolidated financial statements as of September 30, 2003 have been prepared assuming the Company will continue as a going concern. However, the Company had negative working capital of $72,026 as of September 30, 2003, and incurred a net loss for the three-month period ended September 30, 2003 and period from inception to September 30, 2003 of $14,228 and $178,810, respectively. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of September 30, 2003, we had $3,267 in cash, $600 in receivables and $5,481 in books inventory. The rent expense continues to accrue as a payable due to an affiliate. During the first quarter, the Company raised no additional capital. We believe our total current assets of $13,347 as of September 30, 2003, plus projected cash flows, and future offerings that we plan to do, will provide sufficient capital to implement our plan to place our textbooks throughout the targeted school districts. Our current monthly operating expense is less than $1,500, exclusive of management's salaries, which continued to be deferred until we have sufficient sales and cash flow to pay them. The Company currently has a deferred tax asset of approximately $72,000 for the temporary differences related to net operating losses carried forward. A fully valuation allowance has been recorded as it is not more likely than not that the assets will be utilized. The Company also has federal net operating losses that will begin to expire in 2022 and state net operating losses in 2011, see also footnote 1 in the notes to the consolidated financial statements. /12/ IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS There were no recent Accounting Pronouncements that effect the Company during the first quarter ended September 30, 2003. For past pronouncements please refer to the Company's 10-KSB filed October 10, 2003. RISKS AND UNCERTAINTIES Limited Operating History We have a limited operating history on which to base estimates for future performance and face all of the risks inherent in the educational textbook industry. These risks include, but are not limited to, market acceptance and penetration of our products, our ability to obtain a pool of qualified personnel, management of the costs of conducting operations, general economic conditions and factors that may be beyond our control. We cannot assure you that we will be successful in addressing these risks. Failure to successfully address these risks could have a material adverse effect on our operations. Need for Additional Financing We may need to obtain additional financing in the event that we are unable to realize sufficient revenue or collect accounts receivable when we emerge from the development stage. We may incur additional indebtedness from time to time to finance acquisitions, provide for working capital or capital expenditures or for other purposes. However, we currently anticipate that our expected operating cash flow and the funds raised from future offerings of common stock that we plan to do will be sufficient to meet our operating expenses for at least the next 12 to 24 months. Furthermore, our ability to pay future cash dividends on our Common Stock, or to satisfy the redemption of future debt obligations that we may enter into will be primarily dependent upon the future financial and operating performance of our Company. Such performance is dependent upon financial, business and other general economic factors, many of which are beyond our control. If we are unable to generate sufficient cash flow to meet our future debt service obligations or provide adequate long-term liquidity, we will have to pursue one or more alternatives, such as reducing or delaying capital expenditures, refinancing debt, selling assets or operations, or raising additional equity capital. There can be no assurance that such alternatives could be accomplished on satisfactory terms, if at all, or in a timely manner. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Technological change, continuing process development, and a reduction in school district spending may affect the markets for our products. Our success will depend, in part, upon our continued ability to provide quality textbooks that meet changing customer needs, successfully anticipate or respond to technological changes in technological processes on a cost- effective and timely basis and enhance and expand our client base. Current competitors or new market entrants may provide products superior to ours that could adversely affect the competitive position of our Company. Any failure or delay in achieving our priorities for the next six to twelve months of operations as stated in Part I Item 2 could have a material adverse effect on our business, future results of operations and financial condition. /13/ ITEM 4. CONTROLS AND PROCEDURES Evaluation of disclosure controls and procedures The management of the Company, including the President and Chief Executive Officer and the Chief Financial Officer, have conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-14 (c) and 15d- 14 (c).under the Securities Exchange Act) as of a date (the "Evaluation Date") within 90 days prior to the filing date of this report. Based on that evaluation, the President and Chief Executive Officer and the Chief Financial Officer concluded that, as of the evaluation date, the Company's disclosure controls and procedures were effective in ensuring that all material information relating to the Company, including its consolidated subsidiaries, required to be filed in this quarterly report have been made known to them in a timely manner. Changes in internal controls There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of the most recently completed evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. HERITAGE SCHOLASTIC CORPORATION PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We are not currently involved in any legal proceedings nor do we have any knowledge of threatening litigation. /14/ SIGNATURES In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Heritage Scholastic Corporation (Registrant) Date: November 12, 2003 ----------------- By: /s/ Charles E. Parks -------------------- Charles E. Parks, President and CEO Date: November 12, 2003 ----------------- By: /s/ Randall L. Peterson ----------------------- Randall L. Peterson, Treasurer and CFO /15/ EX-31 3 exhibit31.txt exhibit 31 FORM OF SECTION 302 CERTIFICATION CERTIFICATION I, Charles E. Parks, certify that: 1. I have reviewed this Quarterly Report of Heritage Scholastic Corporation and Subsidiary; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f) for the small business issuer and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: November 12, 2003 ----------------- /s/ Charles E. Parks - -------------------- Charles E. Parks President/CEO /1/ FORM OF SECTION 302 CERTIFICATION CERTIFICATION I, Randall L Peterson, certify that: 1. I have reviewed this Quarterly Report of Heritage Scholastic Corporation and Subsidiary; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f) for the small business issuer and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: November 12, 2003 ----------------- /s/ Randall L. Peterson - ----------------------- Randall L Peterson Treasurer/CFO /2/ EX-32 4 exhibit32.txt exhibit 32 FORM OF SECTION 906 CERTIFICATIONS CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Heritage Scholastic Corporation and Subsidiary (the "Company") on Form 10-QSB for the three month period ending September 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Charles E. Parks, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Charles E. Parks - -------------------- Charles E. Parks President/CEO November 12, 2003 A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. /1/ FORM OF SECTION 906 CERTIFICATIONS CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Heritage Scholastic Corporation and Subsidiary (the "Company") on Form 10-QSB for the three month period ending September 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Randall L. Peterson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Randall L. Peterson - ----------------------- Randall L. Peterson Treasurer/CFO November 12, 2003 A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. /2/ -----END PRIVACY-ENHANCED MESSAGE-----