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 30, 2004, the Registrant acquired Evans Columbus, LLC an Ohio
limited liability company (hereinafter "Evans Columbus") for Three Million Five
Thousand ($3,005,000) Dollars, payable Five Thousand ($5,000) Dollars, which was
paid at the closing, plus six-hundred thousand (600,000) shares of common stock
of the Registrant which was issued to Ron Evans, 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 30,
2004 date of closing, then the seller shall be compensated for the difference in
additional stock.
Evans Columbus (www.evanscolumbusllc.com), a profitable company with annual
sales of around 8 million US Dollars, was originally founded in 1955 as Columbus
Steel Drum Company. The Company moved to its current facility consisting of a
70,000 square foot facility on seven and a half acres in 1982. The facilty is
currently owned by Ron Evans which Evans Columbus, leases and continue to lease
at $20,000 per month. The seller purchased the company from Evans Industries,
Inc. of Harvey, Louisiana, a company unrelated to the seller, in 2001 and
renamed it Evans Columbus, LLC.
Evans Columbus is a quality supplier of 55 gallon steel drum packaging. Its
customers are primarily Fortune 500 companies in the petro-chemical and paint
indutries.
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SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVANTS
On January 1, 2005 the Registrant moved its corporate headquarters from 22
Mound Park Drive, Springboro, Ohio, where its subsidiary Mound Technologies,
Inc. is located, to 3300 Fernbrook Lane, Suite 180, Plymouth, Minnesota, 55447,
an office facility specifically set up to manage the consolidated operations of
the Registrant.
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