UNITED STATES
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 Event Requiring Report: June 14, 2004
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HEARTLAND, INC.
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(Exact name of Registrant as Specified in Its Charter)
Maryland 000-27045 36-4286069
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
25 Mound Park Drive
Springboro, OH 45036
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (937) 748-2937
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(Former name or former address, if changes since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The Registrant has entered into agreements to acquire four commercial
parcels of real estate for newly issued stock of the Registrant. The first
parcel located at 109 Industrial Drive, Ripley, Tennessee, consists of 31,000 +
sq. ft. of commercial property on 6 acres for which the Registrant will be
paying $650,000.00 by assuming $155,000.00 of existing first loan, plus issue
123,750 newly restricted shares of the Registrant. The second parcel located at
306 Demers, East Grand Forks, Minnesota, consists of commercial retail and
residential facility valued at around $365,000.00. The third parcel located at
Walle Township, Grand Forks County, North Dakota consists of 2.75 acres with
frontage on 21st Street SE which has been appraised for $60,000.00. The fourth
parcel located at Edgewood Estates, Addition to City Grand Forks, North Dakota
consists of 2.7 acres with frontage on Belmont Road which has been appraised for
$60,000.00. The Registrant has agreed to pay 121,750 newly restricted shares of
the Registrant for the Minnesota and North Dakota properties.
The Registrant is negotiating to acquire the properties utilized by Mound
Technologies, Inc., and its wholly owned subsidiary Freedom Products of Ohio,
which it currently leases, which includes its production facilities and office
space from a related party whose general partner is a shareholder of the
Registrant and the President of Mound. A financial institution currently has
judgment liens against the Properties which serve as collateral for the property
mortgages owed by this related party. The Registrant intends to purchase these
properties from the related party utilizing in part its newly acquired
commercial properties as additional collateral; however, the financial
institution may or may not allow the time necessary in order for the Registrant
to complete its financing arrangements. If the Registrant's financing
arrangements are not completed in a timeframe acceptable to the financial
institution, the Properties could be foreclosed upon, forcing Mound to seek
alternative facilities. The Registrant expects to complete its financing
arrangements over the next several months.
ITEM 5. OTHER EVENTS.
On Monday, June 12, 2004 Craig Pietruszewski resigned as the Registrant's
CFO. The Registrant and Mr. Pietruszewski could not come to terms on various
issues including management styles and as a result, Mr. Pietruszewski decided to
resign. Jerry Gruenbaum, the Company's Secretary and General Counsel will assume
the responsibilities in the interim.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 17, 2004 Heartland, Inc.
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(Registrant)
/s/ Jeffrey Brandeis
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Jeffrey Brandeis, President
/s/ Jerry Gruenbaum
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Jerry Gruenbaum, Secretary