================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ---------------

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of report (Date of earliest event reported): February 21, 2006

                               ---------------

                           UNITED HERITAGE CORPORATION
               (Exact name of registrant as specified in Charter)

             Utah                         0-9997                  87-0372864
(State or other jurisdiction of    (Commission File No.)        (IRS Employee
 incorporation or organization)                              Identification No.)

                          405 N. MARIENFELD, SUITE 200
                              MIDLAND, TEXAS 79701
                    (Address of Principal Executive Offices)

                                  432-686-2618
                            (Issuer Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions (see General Instruction A.2 below).

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b)).

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13(e)-4(c))

================================================================================
<PAGE>

                  This Form 8-K and other reports filed by the Registrant from
time to time with the Securities and Exchange Commission (collectively the
"Filings") contain forward looking statements and information that are based
upon beliefs of, and information currently available to, the Registrant's
management as well as estimates and assumptions made by the Registrant's
management. When used in the Filings the words "anticipate", "believe",
"estimate", "expect", "future", "intend", "plan" or the negative of these terms
and similar expressions as they relate to the Registrant or the Registrant's
management identify forward looking statements. Such statements reflect the
current view of the Registrant with respect to future events and are subject to
risks, uncertainties, assumptions and other factors relating to the Registrant's
industry, operations and results of operations and any businesses that may be
acquired by the Registrant. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.

                  Although the Registrant believes that the expectations
reflected in the forward looking statements are reasonable, the Registrant
cannot guarantee future results, levels of activity, performance or
achievements. Except as required by applicable law, including the securities
laws of the United States, the Registrant does not intend to update any of the
forward-looking statements to conform these statements to actual results.

Item 1.01         Entry into Material Definitive Agreement.

                  The following discussion briefly describes the Merger
Agreement and Plan of Reorganization entered into by the Registrant and Lothian
Oil Inc. and is qualified in its entirety by the full text of the agreement.

                  On February 22, 2006 the Registrant and Lothian Oil Inc.
("Lothian") entered into a Merger Agreement and Plan of Reorganization (the
"Merger Agreement") pursuant to which Lothian will be merged with and into the
Registrant (the "Merger"). Lothian currently owns 58.32% of the Registrant's
issued and outstanding Common Stock. Following the Merger, the Registrant's name
will be changed to Lothian Oil Inc.

                  Pursuant to the terms of the Merger Agreement, each holder of
Lothian Common Stock, Series A Preferred Stock and Series B-1 Preferred Stock
will receive two shares of the Registrant's Common Stock, Series A Preferred
Stock or Series B-1 Preferred Stock, as appropriate, in exchange for 3.3 shares
of Lothian Common Stock, Series A Preferred Stock or Series B-1 Preferred Stock.
Upon consummation of the Merger, the Registrant will file Certificates of
Designations creating the Series A and Series B-1 Preferred Stock.

                  The Merger is subject to approval by the shareholders of
Lothian and the Registrant. As a condition to closing, the Registrant's Common
Stock must be listed on the Nasdaq Capital Market. The Registrant's Common Stock
is currently listed on the Nasdaq Capital Market and the Registrant expects that
it will meet this condition on the date of closing.

                  The Merger will be effective on the date that the Registrant
files Articles of Merger with the Secretary of State of Utah and Lothian files a
Certificate of Merger with the Delaware Secretary of State (the "Effective
Date"). The parties expect this to occur immediately following the Registrant's
compliance with Regulation 14C of the Securities Exchange Act of 1934, as
amended.

                                       2
<PAGE>

                  The Merger Agreement may be terminated and the Merger
abandoned at any time prior to the Effective Date:

                  (a) by the mutual written consent of Lothian and the
Registrant;

                  (b) by the Registrant or Lothian if:

                           (i) there is any statute, rule, regulation or order
                  enacted, promulgated or issued or deemed applicable to the
                  Merger that would make consummation of the Merger illegal;

                           (ii) if the Merger is not approved by the affirmative
                  vote of the shareholders of Lothian or the Registrant;

                           (iii) if the holders of 5% or more of the outstanding
                  shares of the Registrant demand payment pursuant to the
                  exercise of dissenters' rights;

                           (iv) if the holders of 5% or more of the outstanding
                  shares of Lothian demand payment pursuant to the exercise of
                  dissenters' rights;

                           (v) if the Merger has not been consummated by
                  September 30, 2006;

                           (vi) if the Board of Directors of either the
                  Registrant or Lothian accepts a superior proposal.

                  The Merger has been approved by the required affirmative vote
of the shareholders of Lothian and the Registrant. Because the Registrant has in
excess of 2,000 shareholders, dissenters' rights will not be available to its
shareholders under section 16-10a-1302 of the Utah Revised Business Corporation
Act.

Item 5.02         Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers

                  On February 21, 2006 Walter G. Mize, Harold L. Gilliam,
Theresa D. Turner, C. Dean Boyd, Thomas Pernice, Larry G. Coker and Joe Martin
resigned as the Registrant's directors. None of the directors resigned due to
any matter relating to the Registrant's operations, policies or practices.

                  On February 22, 2006, pursuant to Article III, Section 8 of
the Registrant's bylaws, C. Scott Wilson and Kenneth Levy, the remaining
directors, appointed Bruce Ransom, Thomas Kelly, Larry W. Wilton, Michael
Raleigh and Raoul J. Baxter (the "Appointed Directors") to fill the vacancies
created by the resigning directors. C. Scott Wilson will continue as the
Registrant's Chief Executive Officer and President and Kenneth Levy will
continue as the Registrant's Chief Financial Officer and Secretary.

                  In accordance with the rules of the Nasdaq Stock Market, the
Board of Directors has made an affirmative determination that Messrs. Thomas
Kelly, Larry W. Wilton and Raoul J. Baxter are independent directors, as defined
in Rule 4200(a)(15). The Board of Directors has also determined that Messrs.
Kelly, Wilton and Baxter meet the criteria set forth in Rule 4350(d)(2), and
have appointed these individuals as the members of the Registrant's Audit
Committee. Based on Lothian's ownership of the Registrant's Common Stock, the
Registrant is relying on the Controlled Company exemption provided by Rule
4350(c)(5) in meeting the requirements of the Nasdaq Stock Market regarding the
composition of its Board of Directors.

                                       3
<PAGE>

                  Bruce Ransom is a graduate of the University of Manitoba,
where he completed his Bachelor of Commerce degree (honors) in 1987. Mr. Ransom
has over 21 years of investment banking and company development experience. He
founded the Lothian Group in 1995 and has been the Managing Director of Lothian
Brazil since its inception in 2000 where he developed that company's commodity
trading business. He became the Chief Executive Officer of Lothian Bancorp, Inc.
upon its formation in June 2002, leading the company in the development of
strategic partnerships in acquisitions and finance. Since August 2004 Mr. Ransom
has been the Chief Executive Officer of Lothian Energy, initiating projects in
South America (Brazil, Peru and Ecuador), China and Yemen, prior to joining
Lothian in September of the same year. Prior to the establishment of the Lothian
Group, Mr. Ransom founded Navigator Fund Company, a Canadian mutual fund company
with over $100 million under management. He later sold it to one of Canada's
leading financial institutions. Mr. Ransom was a founding officer of Lothian in
2004 and is currently the Chief Executive Officer, Director, Vice-Chairman and
Secretary.

                  Raoul J. Baxter graduated from Centre College of Danville,
Kentucky in 1970 with a degree in History and Russian Language with a minor in
Biology. In 1974, he received a graduate degree from the University of Kentucky
in Animal Nutrition with a specialization in Equine Nutrition. Until 1978 he was
an Animal Nutritionist and Sales Manager for the Bi-County Farm Bureau, the
Indiana Farm Bureau Co-op. He then joined Kahn's and Company, part of the Sara
Lee Meat Group, where he became Senior Vice President in 1982, the year in which
he earned a Juris Doctor from the Chase College of Law. While with Kahn's, Mr.
Baxter completed an Executive Business Program in 1983 at the University of
Cincinnati and an Executive Business Development Program in 1984 at the Kellogg
School of Business, Northwestern University. In 1987, Mr. Baxter joined John
Morrell & Company, a division of Chiquita Brands International as Executive Vice
President. He became Vice-President/Corporate Development of Smithfield
International, Inc., a subsidiary of Smithfield Foods in 1992, and grew its
international sales from zero to in excess of $200 million. Since 1997 Mr.
Baxter has been Vice President of Business Development and Corporate Planning
with Smithfield Foods Corporate, responsible for establishing joint ventures in
Mexico, Canada, Japan, Korea, the European Community and Eastern Europe. Mr.
Baxter serves as an Executive Director on the Board of Directors of the American
Meat Institute as well as serving on the Board of Directors of the Meat Export
Federation and Carl Akey Company. He is a member of the Federal, Ohio and
Cincinnati Bar Associations. Mr. Baxter joined Lothian's Board of Directors in
2005.

                  Michael Raleigh holds a BSc. in Chemical Engineering from
Queen's University in Kingston, Ontario, Canada, and an MBA from the University
of Colorado. He has 27 years of oilfield experience ranging across North and
South America, the UK North Sea, Russia, the Caspian Sea area and the Middle
East. In 1985, Mr. Raleigh co-founded an engineering and software development
business ultimately acquired by Schlumberger Oilfield Services in late 1996.
From 1997 through 2004 at Schlumberger, Mr. Raleigh oversaw project management
and development for various oil and gas projects including secondary oil
recovery and unconventional gas production projects focusing on tight gas, shale
gas and coal bed methane. He joined Domain Energy Advisors, LLC in early 2005
and currently serves as a managing partner. Domain Energy Advisors provides
technical and commercial expertise supporting independently managed funds
investing in private and public small cap exploration and production companies.
Mr. Raleigh joined Lothian's Board of Directors in January 2006.

                                       4
<PAGE>

                  Thomas Kelly graduated with a Bachelor of Arts degree in
business from Baylor University in 1977 and co-founded Baytech, Inc., an oil and
gas exploration and production company with primary operations in West Texas and
Oklahoma in 1981. Mr. Kelly managed all aspects of prospect development,
exploration, and fundraising for the company. Baytech drilled over 200
exploratory wells, acquired various producing assets and was sold to Energen
Corporation, a publicly held company, for $205 million in cash and stock in
2002. Since September 2004, Mr. Kelly has been a Director of BPZ Energy, Inc., a
publicly held company, an oil and gas company with interests in Peru and
Ecuador. He has been Chairman of United Fuel & Energy Corporation, a publicly
held company, the largest provider of fuel and propane in West Texas since its
inception in January 1999. Mr. Kelly joined Lothian's Board of Directors in 2004
and currently serves as the Chairman.

                  Larry W. Wilton graduated from the University of British
Columbia's Commerce Faculty with a degree in Sales/Marketing. Mr. Wilton joined
Philips Consumer Products of Canada in 1980 and helped create the second largest
consumer electronics company in Canada. While with Philips of Canada, he became
Vice President of Consumer Products. He became the Group General Manager of
Philips of Australia in 1985 and was later promoted to Managing Director of
Philips of the United Kingdom in 1992. Returning to North America in 1994, he
became Executive Vice President of Philips Lighting for USA and Canada and, in
1996, Chief Executive Officer of Philips Lighting North America, a Fortune 500
company, a position he held until his retirement in 2002. From 1990 until 2002
he also sat on several of Philips' Boards of Directors including Philips' Small
Domestic Appliance Business, Lighting and he sat on the NV Philips world
marketing board representing Lighting, Philips Lamp and Lighting and Philips NV
Board Brand Equity. Mr. Wilton was on the National Electrical Manufacturing
Association Board of Directors in Washington from 1996 until 2002 and has been
an independent member of the Board of Directors for Hillman Company since 2004
and for U.P.G. Plastics since 2005. Mr. Wilton has served on Lothian's Board of
Directors since 2005.

                  Except as otherwise disclosed herein, there were no
arrangements or understandings among the Appointed Directors and any other
person or persons pursuant to which the Appointed Directors were selected as
directors. The holders of Lothian Series B-1 Preferred Stock are entitled to
name one director to the Lothian Board of Directors. The director nominated by
the holders of Lothian Series B-1 Preferred Stock named Michael Raleigh to the
Lothian Board of Directors. Mr. Raleigh understood that he would also be named
to the Registrant's Board of Directors.

                  None of the Appointed Directors has, or has had during the
past two years, a direct or indirect material interest in any transaction with
the Registrant.

Item 8.01         Other Events

                  On February 22, 2006 the Registrant's corporate headquarters
were moved to 405 N. Marienfeld, Suite 200, Midland, Texas 79701. The telephone
number is 432-686-2618 and the fax number is 432-686-2644.

Item 9.01         Financial Statements and Exhibits

                  Exhibit 10.1 Merger Agreement and Plan of Reorganization dated
February 22, 2006 and entered into by and between the Registrant and Lothian Oil
Inc.

                  Exhibit 99.  Press Release.

                                       5
<PAGE>

SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.

Dated:  February 27, 2006

                                     UNITED HERITAGE CORPORATION

                                     By: /s/ C. Scott Wilson
                                        ----------------------------------------
                                        C. Scott Wilson, Chief Executive Officer

                                       6
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================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ---------------

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of report (Date of earliest event reported): February 21, 2006

                               ---------------

                           UNITED HERITAGE CORPORATION
               (Exact name of registrant as specified in Charter)

             Utah                         0-9997                  87-0372864
(State or other jurisdiction of    (Commission File No.)        (IRS Employee
 incorporation or organization)                              Identification No.)

                          405 N. MARIENFELD, SUITE 200
                              MIDLAND, TEXAS 79701
                    (Address of Principal Executive Offices)

                                  432-686-2618
                            (Issuer Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions (see General Instruction A.2 below).

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b)).

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13(e)-4(c))

================================================================================
This Form 8-K and other reports filed by the Registrant from
time to time with the Securities and Exchange Commission (collectively the
"Filings") contain forward looking statements and information that are based
upon beliefs of, and information currently available to, the Registrant's
management as well as estimates and assumptions made by the Registrant's
management. When used in the Filings the words "anticipate", "believe",
"estimate", "expect", "future", "intend", "plan" or the negative of these terms
and similar expressions as they relate to the Registrant or the Registrant's
management identify forward looking statements. Such statements reflect the
current view of the Registrant with respect to future events and are subject to
risks, uncertainties, assumptions and other factors relating to the Registrant's
industry, operations and results of operations and any businesses that may be
acquired by the Registrant. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.

                  Although the Registrant believes that the expectations
reflected in the forward looking statements are reasonable, the Registrant
cannot guarantee future results, levels of activity, performance or
achievements. Except as required by applicable law, including the securities
laws of the United States, the Registrant does not intend to update any of the
forward-looking statements to conform these statements to actual results.

Item 1.01         Entry into Material Definitive Agreement.

                  The following discussion briefly describes the Merger
Agreement and Plan of Reorganization entered into by the Registrant and Lothian
Oil Inc. and is qualified in its entirety by the full text of the agreement.

                  On February 22, 2006 the Registrant and Lothian Oil Inc.
("Lothian") entered into a Merger Agreement and Plan of Reorganization (the
"Merger Agreement") pursuant to which Lothian will be merged with and into the
Registrant (the "Merger"). Lothian currently owns 58.32% of the Registrant's
issued and outstanding Common Stock. Following the Merger, the Registrant's name
will be changed to Lothian Oil Inc.

                  Pursuant to the terms of the Merger Agreement, each holder of
Lothian Common Stock, Series A Preferred Stock and Series B-1 Preferred Stock
will receive two shares of the Registrant's Common Stock, Series A Preferred
Stock or Series B-1 Preferred Stock, as appropriate, in exchange for 3.3 shares
of Lothian Common Stock, Series A Preferred Stock or Series B-1 Preferred Stock.
Upon consummation of the Merger, the Registrant will file Certificates of
Designations creating the Series A and Series B-1 Preferred Stock.

                  The Merger is subject to approval by the shareholders of
Lothian and the Registrant. As a condition to closing, the Registrant's Common
Stock must be listed on the Nasdaq Capital Market. The Registrant's Common Stock
is currently listed on the Nasdaq Capital Market and the Registrant expects that
it will meet this condition on the date of closing.

                  The Merger will be effective on the date that the Registrant
files Articles of Merger with the Secretary of State of Utah and Lothian files a
Certificate of Merger with the Delaware Secretary of State (the "Effective
Date"). The parties expect this to occur immediately following the Registrant's
compliance with Regulation 14C of the Securities Exchange Act of 1934, as
amended.

                                       2
The Merger Agreement may be terminated and the Merger
abandoned at any time prior to the Effective Date:

                  (a) by the mutual written consent of Lothian and the
Registrant;

                  (b) by the Registrant or Lothian if:

                           (i) there is any statute, rule, regulation or order
                  enacted, promulgated or issued or deemed applicable to the
                  Merger that would make consummation of the Merger illegal;

                           (ii) if the Merger is not approved by the affirmative
                  vote of the shareholders of Lothian or the Registrant;

                           (iii) if the holders of 5% or more of the outstanding
                  shares of the Registrant demand payment pursuant to the
                  exercise of dissenters' rights;

                           (iv) if the holders of 5% or more of the outstanding
                  shares of Lothian demand payment pursuant to the exercise of
                  dissenters' rights;

                           (v) if the Merger has not been consummated by
                  September 30, 2006;

                           (vi) if the Board of Directors of either the
                  Registrant or Lothian accepts a superior proposal.

                  The Merger has been approved by the required affirmative vote
of the shareholders of Lothian and the Registrant. Because the Registrant has in
excess of 2,000 shareholders, dissenters' rights will not be available to its
shareholders under section 16-10a-1302 of the Utah Revised Business Corporation
Act.

Item 5.02         Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers

                  On February 21, 2006 Walter G. Mize, Harold L. Gilliam,
Theresa D. Turner, C. Dean Boyd, Thomas Pernice, Larry G. Coker and Joe Martin
resigned as the Registrant's directors. None of the directors resigned due to
any matter relating to the Registrant's operations, policies or practices.

                  On February 22, 2006, pursuant to Article III, Section 8 of
the Registrant's bylaws, C. Scott Wilson and Kenneth Levy, the remaining
directors, appointed Bruce Ransom, Thomas Kelly, Larry W. Wilton, Michael
Raleigh and Raoul J. Baxter (the "Appointed Directors") to fill the vacancies
created by the resigning directors. C. Scott Wilson will continue as the
Registrant's Chief Executive Officer and President and Kenneth Levy will
continue as the Registrant's Chief Financial Officer and Secretary.

                  In accordance with the rules of the Nasdaq Stock Market, the
Board of Directors has made an affirmative determination that Messrs. Thomas
Kelly, Larry W. Wilton and Raoul J. Baxter are independent directors, as defined
in Rule 4200(a)(15). The Board of Directors has also determined that Messrs.
Kelly, Wilton and Baxter meet the criteria set forth in Rule 4350(d)(2), and
have appointed these individuals as the members of the Registrant's Audit
Committee. Based on Lothian's ownership of the Registrant's Common Stock, the
Registrant is relying on the Controlled Company exemption provided by Rule
4350(c)(5) in meeting the requirements of the Nasdaq Stock Market regarding the
composition of its Board of Directors.

                                       3
Bruce Ransom is a graduate of the University of Manitoba,
where he completed his Bachelor of Commerce degree (honors) in 1987. Mr. Ransom
has over 21 years of investment banking and company development experience. He
founded the Lothian Group in 1995 and has been the Managing Director of Lothian
Brazil since its inception in 2000 where he developed that company's commodity
trading business. He became the Chief Executive Officer of Lothian Bancorp, Inc.
upon its formation in June 2002, leading the company in the development of
strategic partnerships in acquisitions and finance. Since August 2004 Mr. Ransom
has been the Chief Executive Officer of Lothian Energy, initiating projects in
South America (Brazil, Peru and Ecuador), China and Yemen, prior to joining
Lothian in September of the same year. Prior to the establishment of the Lothian
Group, Mr. Ransom founded Navigator Fund Company, a Canadian mutual fund company
with over $100 million under management. He later sold it to one of Canada's
leading financial institutions. Mr. Ransom was a founding officer of Lothian in
2004 and is currently the Chief Executive Officer, Director, Vice-Chairman and
Secretary.

                  Raoul J. Baxter graduated from Centre College of Danville,
Kentucky in 1970 with a degree in History and Russian Language with a minor in
Biology. In 1974, he received a graduate degree from the University of Kentucky
in Animal Nutrition with a specialization in Equine Nutrition. Until 1978 he was
an Animal Nutritionist and Sales Manager for the Bi-County Farm Bureau, the
Indiana Farm Bureau Co-op. He then joined Kahn's and Company, part of the Sara
Lee Meat Group, where he became Senior Vice President in 1982, the year in which
he earned a Juris Doctor from the Chase College of Law. While with Kahn's, Mr.
Baxter completed an Executive Business Program in 1983 at the University of
Cincinnati and an Executive Business Development Program in 1984 at the Kellogg
School of Business, Northwestern University. In 1987, Mr. Baxter joined John
Morrell & Company, a division of Chiquita Brands International as Executive Vice
President. He became Vice-President/Corporate Development of Smithfield
International, Inc., a subsidiary of Smithfield Foods in 1992, and grew its
international sales from zero to in excess of $200 million. Since 1997 Mr.
Baxter has been Vice President of Business Development and Corporate Planning
with Smithfield Foods Corporate, responsible for establishing joint ventures in
Mexico, Canada, Japan, Korea, the European Community and Eastern Europe. Mr.
Baxter serves as an Executive Director on the Board of Directors of the American
Meat Institute as well as serving on the Board of Directors of the Meat Export
Federation and Carl Akey Company. He is a member of the Federal, Ohio and
Cincinnati Bar Associations. Mr. Baxter joined Lothian's Board of Directors in
2005.

                  Michael Raleigh holds a BSc. in Chemical Engineering from
Queen's University in Kingston, Ontario, Canada, and an MBA from the University
of Colorado. He has 27 years of oilfield experience ranging across North and
South America, the UK North Sea, Russia, the Caspian Sea area and the Middle
East. In 1985, Mr. Raleigh co-founded an engineering and software development
business ultimately acquired by Schlumberger Oilfield Services in late 1996.
From 1997 through 2004 at Schlumberger, Mr. Raleigh oversaw project management
and development for various oil and gas projects including secondary oil
recovery and unconventional gas production projects focusing on tight gas, shale
gas and coal bed methane. He joined Domain Energy Advisors, LLC in early 2005
and currently serves as a managing partner. Domain Energy Advisors provides
technical and commercial expertise supporting independently managed funds
investing in private and public small cap exploration and production companies.
Mr. Raleigh joined Lothian's Board of Directors in January 2006.

                                       4
Thomas Kelly graduated with a Bachelor of Arts degree in
business from Baylor University in 1977 and co-founded Baytech, Inc., an oil and
gas exploration and production company with primary operations in West Texas and
Oklahoma in 1981. Mr. Kelly managed all aspects of prospect development,
exploration, and fundraising for the company. Baytech drilled over 200
exploratory wells, acquired various producing assets and was sold to Energen
Corporation, a publicly held company, for $205 million in cash and stock in
2002. Since September 2004, Mr. Kelly has been a Director of BPZ Energy, Inc., a
publicly held company, an oil and gas company with interests in Peru and
Ecuador. He has been Chairman of United Fuel & Energy Corporation, a publicly
held company, the largest provider of fuel and propane in West Texas since its
inception in January 1999. Mr. Kelly joined Lothian's Board of Directors in 2004
and currently serves as the Chairman.

                  Larry W. Wilton graduated from the University of British
Columbia's Commerce Faculty with a degree in Sales/Marketing. Mr. Wilton joined
Philips Consumer Products of Canada in 1980 and helped create the second largest
consumer electronics company in Canada. While with Philips of Canada, he became
Vice President of Consumer Products. He became the Group General Manager of
Philips of Australia in 1985 and was later promoted to Managing Director of
Philips of the United Kingdom in 1992. Returning to North America in 1994, he
became Executive Vice President of Philips Lighting for USA and Canada and, in
1996, Chief Executive Officer of Philips Lighting North America, a Fortune 500
company, a position he held until his retirement in 2002. From 1990 until 2002
he also sat on several of Philips' Boards of Directors including Philips' Small
Domestic Appliance Business, Lighting and he sat on the NV Philips world
marketing board representing Lighting, Philips Lamp and Lighting and Philips NV
Board Brand Equity. Mr. Wilton was on the National Electrical Manufacturing
Association Board of Directors in Washington from 1996 until 2002 and has been
an independent member of the Board of Directors for Hillman Company since 2004
and for U.P.G. Plastics since 2005. Mr. Wilton has served on Lothian's Board of
Directors since 2005.

                  Except as otherwise disclosed herein, there were no
arrangements or understandings among the Appointed Directors and any other
person or persons pursuant to which the Appointed Directors were selected as
directors. The holders of Lothian Series B-1 Preferred Stock are entitled to
name one director to the Lothian Board of Directors. The director nominated by
the holders of Lothian Series B-1 Preferred Stock named Michael Raleigh to the
Lothian Board of Directors. Mr. Raleigh understood that he would also be named
to the Registrant's Board of Directors.

                  None of the Appointed Directors has, or has had during the
past two years, a direct or indirect material interest in any transaction with
the Registrant.

Item 8.01         Other Events

                  On February 22, 2006 the Registrant's corporate headquarters
were moved to 405 N. Marienfeld, Suite 200, Midland, Texas 79701. The telephone
number is 432-686-2618 and the fax number is 432-686-2644.

Item 9.01         Financial Statements and Exhibits

                  Exhibit 10.1 Merger Agreement and Plan of Reorganization dated
February 22, 2006 and entered into by and between the Registrant and Lothian Oil
Inc.

                  Exhibit 99.  Press Release.

                                       5
SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.

Dated:  February 27, 2006

                                     UNITED HERITAGE CORPORATION

                                     By: /s/ C. Scott Wilson
                                        ----------------------------------------
                                        C. Scott Wilson, Chief Executive Officer

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