United Heritage Corp - Amended Quarterly Report of Financial Condition (10QSB/A)
23 4월 2008 - 6:11AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-QSB/A
Amendment
No. 1
(Mark
One)
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x
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QUARTERLY
REPORT UNDER SECTION 13 OR 15(
d
)
OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended
December
31, 2007
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o
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TRANSITION
REPORT UNDER SECTION 13 OR 15(
d
)
OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ___________ to
___________.
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Commission
File Number: 001-10179
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United
Heritage Corporation
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(Name
of small business issuer in its
charter)
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Utah
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87-03728264
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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Suite
200, One Energy Square, 4925 Greenville Avenue, Dallas, Texas
75206
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(Address
of principal executive offices)
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(214)
800-2663
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(Issuer’s
telephone number)
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Not
applicable
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(Former
name, former address and former fiscal year, if changed since last
report)
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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
o
No
x
The
number of shares of common stock, $0.001 par value, outstanding at April 22,
2008, was 8,158,494 of which 345,606 shares are to be physically
issued.
Transitional
Small Business Disclosure Format (Check one): Yes
o
No
x
EXPLANATORY
NOTE
United
Heritage Corporation, a Utah corporation (“
we
”,
“
us
”
or
“
our
”),
is
filing this Amendment No. 1 on Form 10-QSB/A (this “
Amendment
”)
to
amend our quarterly report on Form 10-QSB for the period ended December 31,
2007, as filed with the Securities and Exchange Commission (the “
Commission
”)
on
February 19, 2008 (the “
Original
Filing
”).
The
purpose of this Amendment is to revise our discussion of the effectiveness
of
our disclosure controls and procedures as of the end of the period covered
by
the Original Filing, and to include Exhibits 3(i)(6) and 3(i)(8) which were
omitted from the Original Filing.
As
required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended,
the
complete text of Part I, Item 3 and Part II, Item 6 has been set forth in this
Amendment, including those portions which have not been modified from the
Original Filing.
Except
with respect to our discussion of the effectiveness of our disclosure controls
and procedures as set forth in Part I, Item 3, and the inclusion of Exhibits
3(i)(6) and 3(i)(8) in Part II, Item 6, we have not modified or updated any
of
our prior disclosure from the Original Filing, and this Amendment does not
reflect the occurrence of any events following the date of the Original Filing.
Accordingly, this Amendment should be read in conjunction with our filings
made
with the Commission subsequent to the filing of the Original Report, including
any amendments to those filings.
PART
I – FINANCIAL INFORMATION
Item
3.
Controls
and Procedures.
We
carried out an evaluation, under the supervision and with the participation
of
our management, including our Chief Executive Officer and our Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this report.
The
evaluation was undertaken in consultation with our accounting personnel. Based
on that evaluation, information about which is included in the following
paragraph, the Chief Executive Officer and the Chief Financial Officer concluded
that, our disclosure controls and procedures are not (a) effective to ensure
that information required to be disclosed by us in the reports that we file
or
submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities
and
Exchange Commission’s rules and forms, or (b) designed to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Securities Exchange Act of 1934 is accumulated and communicated to
our
management, including our principal executive and financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.
In
July
2007 our auditors, in reviewing our financial statements, determined that a
material weakness existed in the processes, procedures and controls related
to
the preparation of our quarterly and annual financial statements. We believe
this weakness is attributable to our loss of accounting personnel. Accordingly,
in connection with the preparation of this report, our auditors discovered
that
our remaining accounting personnel did not correctly apply new accounting
standards to certain complex transactions, which resulted in the need for
adjustments to our financial statements. Due to our lack of adequate accounting
personnel, our disclosure controls and procedures are not currently designed
to
ensure that information required to be disclosed by us in the reports that
we
file or submit under the Securities Exchange Act of 1934 is accumulated and
communicated to our management, including our principal executive and financial
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure. Moreover, due to the difficulty
experienced by our remaining accounting personnel in applying new accounting
standards to complex transactions, and the fact that we therefore depend on
our
auditors to review and discern any apparent errors in our financial statements
prior to filing with the Commission, our disclosure controls and procedures
are
not effective to ensure that information required to be disclosed by us in
the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms. This material
weakness could result in the reporting of financial information and disclosures
in future consolidated annual and interim financial statements that are not
in
accordance with generally accepted accounting principles.
We
have
determined that in order to remedy this weakness our accounting personnel will
need to obtain additional training or we will be required to hire an individual
who has the accounting expertise that we currently lack. Due to a lack of funds,
we have done neither of these.
There
was
no change in our internal control over financial reporting that occurred during
our last fiscal quarter that has materially affected, or is reasonably likely
to
materially affect, our internal control over financial reporting.
PART
II – OTHER INFORMATION
Item
6.
Exhibits
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No.
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Description
of Exhibit
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3(i)(1)
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Articles
of Incorporation of United Heritage Corporation, dated April 30,
1981,
incorporated by reference to Exhibit 3.1 on Form SB-2 filed May 4,
2004.
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3(i)(2)
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Articles
of Amendment to Articles of Incorporation of United Heritage Corporation,
dated October 2, 1984, incorporated by reference to Exhibit 3.1 on
Form
SB-2 filed May 4, 2004.
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3(i)(3)
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Articles
of Amendment to Articles of Incorporation of United Heritage Corporation,
dated September 15, 1987, incorporated by reference to Exhibit 3.1
on Form
SB-2 filed May 4, 2004.
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3(i)(4)
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Articles
of Amendment to Articles of Incorporation of United Heritage Corporation,
dated April 13, 1995, incorporated by reference to Exhibit 3.1 on
Form
SB-2 filed May 4, 2004.
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3(i)(5)
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Articles
of Amendment to Articles of Incorporation of United Heritage Corporation,
dated May 7, 1997, incorporated by reference to Exhibit 3.1 on Form
SB-2
filed May 4, 2004.
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3(i)(6)
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Articles
of Amendment to Articles of Incorporation of United Heritage Corporation,
dated October 28, 1999.*
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3(i)(7)
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Articles
of Merger of United Heritage Corporation, dated December 29, 1998,
incorporated by reference to Exhibit 3.1 on Form SB-2 filed May 4,
2004
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3(i)(8)
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Articles
of Amendment to Articles of Incorporation of United Heritage Corporation,
dated December 22, 2005.*
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3(i)(9)
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Certificate
of Designation, Preferences and Rights of Series A Preferred Stock
of
United Heritage Corporation, dated May 10, 2006, incorporated by
reference
to Exhibit 3.1 on Form 8-K filed May 23, 2006.
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3(i)(10)
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Certificate
of Designation, Preferences and Rights of Series A Preferred Stock
of
United Heritage Corporation, dated May 10, 2006, incorporated by
reference
to Exhibit 3.1 on Form 8-K filed May 23, 2006.
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3(ii)(1)
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Bylaws
of United Heritage Corporation, dated April 30, 1981, incorporated
by
reference to Exhibit 3.2 on Form SB-2 filed May 4,
2004.
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3(ii)(2)
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Amendment
No. 1 to Bylaws of United Heritage Corporation, dated December 18,
1991,
incorporated by reference to Exhibit 3.2 on Form SB-2 filed May 4,
2004.
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4.1
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Form
of Warrant to Purchase Common Stock of United Heritage Corporation
granted
to DK True Energy Development Ltd., incorporated by reference to
Exhibit
10.2 on Form 8-K filed December 3, 2007.
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4.2
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Form
of Warrant to Purchase Common Stock of United Heritage Corporation
granted
to RTP Secure Energy Corp., incorporated by reference to Exhibit
10.3 on
Form 8-K filed December 3, 2007.
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4.3
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From
of Warrant to Purchase Common Stock of United Heritage Corporation,
incorporated by reference to Exhibit 10.5 on Form 8-K filed December
3,
2007.
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4.4
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From
of Warrant to Purchase Common Stock of United Heritage Corporation
granted
to Richardson & Patel LLP, incorporated by reference to Exhibit 10.2
on Form 8-K filed December 26,
2007.
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4.5
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From
of Warrant to Purchase Common Stock of United Heritage Corporation
granted
to Blackwood Ventures LLC, incorporated by reference to Exhibit 10.4
on
Form 8-K filed December 26, 2007.
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10.1
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1998
Stock Option Plan of United Heritage Corporation, incorporated by
reference to Exhibit 99.1 on Form S-8 filed September 30,
1998.
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10.2
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2000
Stock Option Plan of United Heritage Corporation, incorporated by
reference to Exhibit 4.1 on Form S-8 filed December 6,
2000.
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10.3
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United
Heritage Corporation 2002 Consultant Equity Plan, incorporated by
reference to Exhibit 99.1 on Form S-8 filed October 25,
2002.
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10.4
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Independent
Consulting Services Agreement by and between United Heritage Corporation
and Applewood Energy, Inc., dated November 1, 2007, incorporated
by
reference to Exhibit 10.2 on Form 8-K filed December 4,
2007.
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10.5
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Independent
Consulting Services Agreement by and between United Heritage Corporation
and GWB Petroleum Consultants Ltd., dated November 1, 2007, incorporated
by reference to Exhibit 10.2 on Form 8-K filed December 4,
2007.
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10.6
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Form
of Consulting Agreement by and among United Heritage Corporation,
DK True
Energy Development Ltd., and RTP Secure Energy Corp., incorporated
by
reference to Exhibit 10.1 on Form 8-K filed December 3,
2007.
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10.7
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Form
of Securities Purchase Agreement, incorporated by reference to Exhibit
10.4 on Form 8-K filed December 3, 2007.
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10.8
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Agreement
to Convert Debt by and between United Heritage Corporation and Blackwood
Ventures LLC, dated December 19, 2007, incorporated by reference
to
Exhibit 10.1 on Form 8-K filed December 26, 2007.
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10.9
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Agreement
to Convert Debt by and between United Heritage Corporation and Blackwood
Ventures LLC, dated December 19, 2007, incorporated by reference
to
Exhibit 10.3 on Form 8-K filed December 26, 2007.
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31.1
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Certification
of United Heritage Corporation Chief Executive Officer, Paul D. Watson,
required by Rule 13a-14(a) or Rule 15d-14(a), dated April 22,
2008.*
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31.2
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Certification
of United Heritage Corporation Chief Financial Officer, Joseph F.
Langston
Jr., required by Rule 13a-14(a) or Rule 15d-14(a), dated April 22,
2008.*
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32.1
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Certification
of United Heritage Corporation Chief Executive Officer, Paul D. Watson,
required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of
Chapter
63 of Title 18 of the United States Code (18 U.S.C. 1350), dated
April 22,
2008.*
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32.2
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Certification
of United Heritage Corporation Chief Financial Officer, Joseph F.
Langston
Jr., required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350
of
Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350),
dated
April 22, 2008.*
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Signatures
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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Date:
April 22, 2008
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UNITED
HERITAGE CORPORATION
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By:
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/s/
Joseph F. Langston, Jr.
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Joseph
F. Langston, Jr.
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Chief
Financial Officer
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