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 Report: December 28, 2004
-------------------
INTERNATIONAL WIRELESS, INC.
------------------------------------------------------
(Exact name of Registrant as Specified in Its Charter)
Maryland 000-27045 36-4286069
---------------------------- ------------------------ ------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
Of Incorporation) Identification No.)
22 Mound Park Drive
Springboro, Ohio 45066
------------------------------------------
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (937) 748-4217
------------------
-----------------------------------------------------------
(Former name or former address, if changes since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant inder any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Section Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-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 240.13e-4(c))
1
SECTION 1 - REGISTRANT'S BUSINESS OPERATIONS
ITEM 1.02 TERMINATION OF A METRIAL DEFINITIVE AGREEMENT.
On November 17, 2004, the Registrant entered into an Acquisition Agreement
to purchase Ohio Mulch Supply, Inc. of 2140 Advanced Avenue, Columbus, Ohio, a
Ohio corporation, (hereinafter "Ohio Mulch") for One Million (1,000,000) Shares
of the common stock of the Registrant, subject to certain adjustments, plus Four
Million ($4,000,000) US Dollars.
The parties were in the process of completing their required due
dilligence, including obtaining all necessary authorizations and approvals from
their Board of Directors and/or stockholders where required for the consumation
of the transactions prior to closing. Closing was set to take place on or before
February 17, 2005 at the office of Ohio Mulch.
As of December 28, 2004, all negotiations between the parties terminated,
and as a result, the above contemplated transaction whereby the Registrant was
to acquire Ohio Mulch will not take place.
SECTION 7 - REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE.
On December 28, 2004 the Registrant issued a press release announcing that
it has developed a new composting technology for the production of fertilizer in
an earth-friendly and environmentally safe manner. A copy of the press release
is attached as Exhibit 99.1 to this Form 8-K.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS.
This Other Events contains forward-looking information within the meaning of
Section 21E of the Securities Exchange Act of 1934, including statements
regarding any potential sales of products as well as statements that include the
words "believes," "expects," "anticipates," or similar expressions. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
the Registrant to differ materially from those implied or expressed by such
forward-looking statements.
On December 28, 2004 the Restrant announced that it has developed a new
composting technology for the production of fertilizer in an earth-friendly and
environmentally safe manner.
The Registrant's new technology enables the composting of a wide range of
materials in a fraction of the time previously required by nature. Using
advanced monitoring and systems regulation technology, the Registrant's
invention enables the industrial manufacture of fertilizer from common sources
of waste in a timely and cost-effective manner.
2
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01
Exhibits:
Exhibit No. Document Description
----------- ---------------------
99.1 Press Release dated December 28, 2004
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: January 3, 2005 Heartland, Inc.
------------------- ----------------------------
(Registrant)
/s/ Trent Sommerville
----------------------------
Trent Sommerville, CEO
/s/ Jerry Gruenbaum
----------------------------
Jerry Gruenbaum, Secretary