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 27, 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.)
3300 Fernbrook Lane, Suite 180
Plymouth, Minnesota, 55447
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (866) 838-0600
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22 Mound Park Drive
Springboro, Ohio 45066
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(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))
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SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
FORWARD-LOOKING STATEMENTS. This current report contains certain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, that involve risks and uncertainties. In addition, the Registrant
(Heartland, Inc., a Maryland corporation, and its subsidiaries) may from time to
time make oral forward-looking statements. Actual results are uncertain and may
be impacted by many factors. In particular, certain risks and uncertainties that
may impact the accuracy of the forward-looking statements with respect to
revenues, expenses and operating results include without imitation; cycles of
customer orders, general economic and competitive conditions and changing
customer trends, technological advances and the number and timing of new product
introductions, shipments of products and components from foreign suppliers, and
changes in the mix of products ordered by customers. As a result, the actual
results may differ materially from those projected in the forward-looking
statements.
Because of these and other factors that may affect the Registrant's
operating results, past financial performance should not be considered an
indicator of future performance, and investors should not use historical trends
to anticipate results or trends in future periods.
On December 27, 2004, the Registrant acquired Monarch Homes, Inc. a
Minnesota corporation, (hereinafter "Monarch") for Five Million ($5,000,000)
Dollars, payable One Hundred Thousand ($100,000) Dollars, which was paid at the
closing, plus a promissory note for One Million Nine Hundred Thousand due on or
before February 15, 2005, which is interest free, unless it is not paid when
due, at which time interest shall commence at the rate of eight percent (8%) per
annum, plus six-hundred sixtey-seven thousand (667,000) shares of common stock
of the Registrant which was issued to Bradley G. Fritch, the seller at closing.
Should the common stock of the Registrant shall not be trading at a minimum of
Five Dollars ($5.00) per share per share twelve (12) months after the December
27, 2004 date of closing, then the seller shall be compensated for the
difference in additional stock.
Monarch (www.monarchhomesmn.com), with annual sales of around 25 million US
Dollars and a net profit in excess of 1 million US Dollars, was founded in 1995
and is headquartered in Ramsey, Minnesota. Over the course of the past ten
years, it has become one of the region's premier builders of quality homes in
planned communities in the northern and northwestern suburb of Minneapolis - St.
Paul, Minnesota.
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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01
Exhibits:
Exhibit No. Document Description
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10.1 Acquisition Agreement dated December 23, 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 4, 2005 Heartland, Inc.
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(Registrant)
/s/ Trent Sommerville
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Trent Sommerville, CEO
/s/ Jerry Gruenbaum
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Jerry Gruenbaum, Secretary