UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date
of
Report (Date of earliest reported): March 14, 2006
(Exact
name of registrant as specified in charter)
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Maryland
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000-27045
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36-4286069
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(State
or Other Jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3300
Fernbrook Lane, Suite 180, Plymouth, Minnesota 55447
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (763) 557-2900
Copies
to:
Stephen
M.
Fleming, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New
York,
New York 10018
Phone:
(212) 930-9700
Fax:
(212)
930-9725
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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
4.02 Non-Reliance
on Previously Issued Financial Statements
On
March
14, 2006, after due consideration of comments received from the Securities
and
Exchange Commission as a result of the Securities and Exchange Commission’s
review of certain of the Company’s filings, the Company determined that
revisions were necessary to its annual report to the Securities and Exchange
Commission on Form 10KSB for the year ended December 31, 2004, to change the
accounting presentation of the acquisition of Evans Columbus, LLC, Monarch
Homes, Inc. and Karkela Construction, Inc., which the Company completed in
December 2004.
The
effect on the Company’s Consolidated Statement of Operations for the year ended
December 31, 2004 would be to eliminate the related revenues and expenses of
the
three acquired companies and to disclose such information in the acquisition
footnote to the financial statements as pro-forma information. The net loss
and
loss per share (basic and fully diluted) for the year ended December 31, 2004
would remain unchanged.
The
Consolidated Balance Sheet at December 31, 2004 would be changed to increase
the
recorded cost of the three acquisitions to reflect additional contingent
consideration potentially due under the related acquisition agreements.
The
Company will also be amending its quarterly reports on Form 10QSB for 2005
to
eliminate the revenues and expenses of the three acquisitions from the
comparative 2004 numbers presented and to record amortization expense, if any,
resulting from the increase to the recorded cost of the three acquisitions
as
discussed above.
Additionally,
the Company will be amending the three Forms 8K/A previously filed on June
29,
2005 and June 30, 2005 to revise the information presented relating to the
three
acquisitions. The earlier filings on Forms 8K/A included audited financial
statements for the year ended December 31, 2004 only rather than the two years
then ended. Secondly, the auditors’ opinions included with the financial
statements in the Forms 8-K/A filed on June 29, 2005 and June 30, 2005 in
connection with the acquisition of Evans Columbus, LLC and Monarch Homes, Inc.
were qualified because the auditors did not observe opening inventories and,
as
a result, the auditors’ opinions did not meet the requirements of Article 2 of
Regulation S-X. Finally, the pro-forma financial information as of December
31,
2004 will be revised to increase the recorded cost of the three acquisitions
and
to include a pro-forma income statement as of December 31, 2004.
The
Company’s Chief Executive Officer and Chief Financial Officer have discussed the
above matters disclosed in this filing pursuant to this Item 4.02 with the
Company’s independent registered public accounting firm.
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.
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HEARTLAND,
INC. |
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| Date: March
20, 2006 |
By: |
/s/ Roland
Fink |
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Name: Roland Fink
Title: CFO
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