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 31, 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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(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 31, 2004, the Registrant acquired Karkela Construction, Inc. an
Minnesota corporation (hereinafter "Karkela") for Three Million ($3,000,000)
Dollars, payable:
1. One Hundred Thousand ($100,000) Dollars in certified funds, which was
paid at the closing.
2. A short term Promissry Note for Fifty Thousand ($50,000) dollars
payable on or before January 31, 2005.
3. A Promissory Note for One Million Three Hundred Fifty Thousand
($1,350,000) dollars payable on or before March 31, 2005, which if not
paid by that date, interest shall be due from December 31, 2004 to
actual payment at eight percent (8%) simple interest compounded
annually.
4. Five-hundred thousand (500,000) shares of common stock of the
Registrant which was issued to Larry W. Karkela, a Minnesota resident,
the seller at closing. Should the common stock of the Registrant shall
not be trading at a minimum of Four Dollars ($4.00) per share per
share twelve (12) months after the December 31, 2004 date of closing,
then the seller shall be compensated for the difference in additional
stock.
Karkela (www.larkela.com), a profitable company with annual sales of around
12 million US Dollars, was originally founded in 1983 and incorporated in 1990.
Karkela is located at 3280 Gorham Avenue South, St. Louis Park, Minnesota, a
suburb of the greater Minneapolis - St. Paul Area, in a 4,000 square foot which
along with additional storage space, it leases from Larry W. Karkela at $4,898
per month.
Karkela is a general contractor in the greater St. Paul - Minneapolis,
Minnesota area specializing in the commercial and industrial space. It has over
the years has further specialized in constructing facilities for the medical and
dental industry.
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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01
a. Financial Statements of business Acquired will be filed by
amendment within the required time allotted by law.
b. Pro Forma Financial Information will be included in the Amendment
within the required time allotted by law.
Exhibits:
Exhibit No. Document Description
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10.1 Acquisition Agreement dated December 31, 2004
10.2 Promissory Note #1
10.3 Promissory Note #2
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 6, 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