UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of
1934
Date
of
Report (Date of earliest reported): November 1, 2007
(Exact
name of registrant as specified in charter)
|
Maryland
|
000-27045
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36-4286069
|
|
(State or Other Jurisdiction
of Incorporation or Organization)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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124
Brooklyn Street
Cumberland
Gap, Tennessee 37724
(Address
of principal executive offices) (Zip Code)
P.O.
Box 4320
Harrogate,
Tennessee 37752
(Mailing
address of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code:
423-526-7030
Stephen
M. Fleming, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Floor
New
York,
New York 10006
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):
[ ]
Written communications pursuant to Rule 425 under the Securities 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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Item
2.01
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Completion
of Acquisition or Disposition of
Assets
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On December 31, 2004, Heartland, Inc. (the “Company”) acquired 100% of
Karkela Construction, Inc. (“Karkela”) in consideration of $100,000 in cash
at closing, a short term promissory note payable of $50,000, a promissory
note for $1,305,000 payable on or before March 31, 2005 (the “Note”)
and 500,000 restricted newly issued shares of the Company’s common
stock. The Note was secured by the assets of Karkela including 100%
of the equity interest of Karkela.
In connection with the Company’s default under the terms of the Note, in
August 2007, the Company corresponded with the former owner of Karkela (“Former
Owner”) in an attempt to restructure the payment terms of the
Note. The Former Owner advised that he intended to foreclose on the
security interest securing the obligation of the Note. As the Company
has no other alternative and had no further desire to maintain Karkela as
a
subsidiary of the Company, on November 1, 2007, the Company has elected to
discontinue efforts with respect to Karkela and forfeit the security interest
pledged in connection with the Note. As a result, Karkela is no
longer a subsidiary of the Company.
Item
9.01
Financial Statements and Exhibits
(a) Financial
Information of Business Acquired
Not
applicable.
(b) Proforma
Financial Information
To
be
provided by amendment.
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.
HEARTLAND,
INC.
Date:
November 2,
2007 By:/s/Terry
Lee
Name:
Terry Lee
Title:
Chief Executive
Officer