##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

|                           |  |                        
|-------------------------- |  | -----------------------
|For Quarterly Period Ended |  | Commission File Number:
|June 30, 2002              |  | 333-67107              

HEARTLAND BANCSHARES, INC.(Exact name of small business issuer as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Florida                                                        |  | 65-0854929                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)
|                                                               |  |                                     
|320 U.S. Highway 27 North, Sebring, Florida                    |  | 33870                               
|                                                               |  |                                     
|(Address of principal executive offices)                       |  | (Zip Code)                          

Issuers telephone number: (863) 386-1300

Not Applicable(Former name, former address and former fiscal year, if changed since last report)

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date:

|                              |  |                                
|----------------------------- |  | -------------------------------
|Common Stock, $0.10 par value |  | 652,030                        
|                              |  |                                
|Class                         |  | Outstanding as of July 17, 2002

Transitional Small Business Disclosure Format:

Yes         No X





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TABLE OF CONTENTS



|                                                     |  |  |  |  |  |  |  | 
|---------------------------------------------------- |  |  |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                       
|Results of Operations                               
|Cautionary Note Regarding Forward-Looking Statements
|PART II. OTHER INFORMATION                          
|SIGNATURES                                          



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##### Table of Contents






PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HEARTLAND BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)

|                                     |                                                                                                   |                                             |                                 |                                            |            |               |            |                   |            |            |            | 
|------------------------------------ | ------------------------------------------------------------------------------------------------- | ------------------------------------------- | ------------------------------- | ------------------------------------------ | ---------- | ------------- | ---------- | ----------------- | ---------- | ---------- | ---------- | 
|                                     |                                                                                                   |                                             |                                 |                                            |            | June 30, 2002 |            | December 31, 2001
|                                     |                                                                                                   |                                             |                                 |                                            |            |               |            |                  
|ASSETS                               |                                                                                                   |                                             |                                 |                                            |            |               |            |                  
|Cash and due from banks              |                                                                                                   | $                                           | 2,744,170                       |                                            |            | $             | 2,154,809  |                  
|Federal funds sold                   |                                                                                                   |                                             | 2,911,687                       |                                            |            |               | 7,048,988  |                  
|                                     |                                                                                                   |                                             |                                 |                                            |            |               |            |                  
|                                     |                                                                                                   |                                             | Total cash and cash equivalents |                                            |            | 5,655,857     |            |                   |            | 9,203,797  |           
|Securities                           |                                                                                                   |                                             | 24,321,809                      |                                            |            |               | 17,282,256 |                  
|Loans:                               |                                                                                                   |                                             |                                 |                                            |            |               |            |                  
|                                     |                                                                                                   | Commercial, financial and agricultural      |                                 |                                            | 12,219,549 |               |            |                   | 9,717,593  |           
|                                     |                                                                                                   | Real estate  mortgage                      |                                 |                                            | 22,503,905 |               |            |                   | 17,602,247 |           
|                                     |                                                                                                   | Installment and consumer loans              |                                 |                                            | 9,803,582  |               |            |                   | 9,232,486  |           
|                                     |                                                                                                   |                                             |                                 |                                            |            |               |            |                  
|                                     |                                                                                                   |                                             | Total loans                     |                                            |            | 44,527,036    |            |                   |            | 36,552,326 |           
|Less: Allowance for loan losses      |                                                                                                   |                                             | (469,558                        | )                                          |            |               | (393,051   | )                
|                                     |                                                                                                   |                                             |                                 |                                            |            |               |            |                  
|                                     |                                                                                                   |                                             |                                 | Net loans                                  |            |               | 44,057,478 |                   |            |            | 36,159,275 | 
|Property and equipment               |                                                                                                   |                                             | 2,750,773                       |                                            |            |               | 2,838,470  |                  
|Other assets                         |                                                                                                   |                                             | 652,487                         |                                            |            |               | 772,472    |                  
|                                     |                                                                                                   |                                             |                                 |                                            |            |               |            |                  
|                                     |                                                                                                   |                                             |                                 | TOTAL ASSETS                               |            | $             | 77,438,404 |                   |            | $          | 66,256,270 | 
|                                     |                                                                                                   |                                             |                                 |                                            |            |               |            |                  
|LIABILITIES AND SHAREHOLDERS EQUITY |                                                                                                   |                                             |                                 |                                            |            |               |            |                  
|Liabilities                          |                                                                                                   |                                             |                                 |                                            |            |               |            |                  
|                                     | Deposits:                                                                                         |                                             |                                 |                                            |            |               |            |                   |           
|                                     |                                                                                                   |                                             | Non-interest bearing demand     |                                            | $          | 13,622,231    |            |                   | $          | 12,199,835 |           
|                                     |                                                                                                   |                                             | Savings, NOW, and money market  |                                            |            | 32,748,345    |            |                   |            | 27,068,895 |           
|                                     |                                                                                                   |                                             | Time deposits under $100,000    |                                            |            | 13,635,223    |            |                   |            | 13,383,049 |           
|                                     |                                                                                                   |                                             | Time deposits over $100,000     |                                            |            | 9,788,837     |            |                   |            | 7,520,124  |           
|                                     |                                                                                                   |                                             |                                 |                                            |            |               |            |                  
|                                     |                                                                                                   |                                             |                                 | Total deposits                             |            |               | 69,794,636 |                   |            |            | 60,171,903 | 
|                                     |                                                                                                   | Securities sold under repurchase agreements |                                 |                                            | 1,143,654  |               |            |                   |           |           
|                                     |                                                                                                   | Other borrowings                            |                                 |                                            | 225,000    |               |            |                   |            |           
|                                     |                                                                                                   | Other liabilities                           |                                 |                                            | 165,633    |               |            |                   | 207,362    |           
|                                     |                                                                                                   |                                             |                                 |                                            |            |               |            |                  
|                                     |                                                                                                   |                                             |                                 | Total liabilities                          |            |               | 71,328,923 |                   |            |            | 60,379,265 | 
|Shareholders Equity                 |                                                                                                   |                                             |                                 |                                            |            |               |            |                  
|                                     | Common stock, $.10 par value, 10,000,000 shares
authorized, 652,030 shares issued and outstanding |                                             |                                 | 65,203                                     |            |               |            | 65,203            |           
|                                     | Preferred stock, $.01 par value, 1,000,000 shares
authorized, no shares issued or outstanding     |                                             |                                 |                                           |            |               |            |                  |           
|                                     | Additional paid-in capital                                                                        |                                             |                                 | 6,437,152                                  |            |               |            | 6,437,152         |           
|                                     | Retained earnings (deficit)                                                                       |                                             |                                 | (515,319                                   | )          |               |            | (690,289          | )         
|                                     | Accumulated other comprehensive income                                                            |                                             |                                 | 122,445                                    |            |               |            | 64,939            |           
|                                     |                                                                                                   |                                             |                                 |                                            |            |               |            |                  
|                                     |                                                                                                   |                                             |                                 | Total shareholders equity                 |            |               | 6,109,481  |                   |            |            | 5,877,005  | 
|                                     |                                                                                                   |                                             |                                 |                                            |            |               |            |                  
|                                     |                                                                                                   |                                             |                                 | TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY |            | $             | 77,438,404 |                   |            | $          | 66,256,270 | 
|                                     |                                                                                                   |                                             |                                 |                                            |            |               |            |                  





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##### Table of Contents



HEARTLAND BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

|                          |                                  |                          |                                                     |                            |         |                           |           |         |         |           |           | 
|------------------------- | -------------------------------- | ------------------------ | --------------------------------------------------- | -------------------------- | ------- | ------------------------- | --------- | ------- | ------- | --------- | --------- | 
|                          |                                  |                          |                                                     |                            |         | Six Months Ended June 30,
|                          |                                  |                          |                                                     |                            |         |                          
|                          |                                  |                          |                                                     |                            |         | 2002                      |           | 2001   
|                          |                                  |                          |                                                     |                            |         |                           |           |        
|Interest Income           |                                  |                          |                                                     |                            |         |                           |           |        
|                          | Interest and fees on loans       |                          | $                                                   | 1,486,499                  |         |                           | $         | 986,031 |        
|                          | Interest on federal funds sold   |                          |                                                     | 56,524                     |         |                           |           | 299,818 |        
|                          | Interest on securities           |                          |                                                     | 523,945                    |         |                           |           | 460,056 |        
|                          |                                  |                          |                                                     |                            |         |                           |           |        
|                          |                                  |                          | Total interest income                               |                            |         | 2,066,968                 |           |         |         | 1,745,905 |          
|Interest Expense          |                                  |                          |                                                     |                            |         |                           |           |        
|                          | Interest on deposits             |                          |                                                     | 537,471                    |         |                           |           | 807,432 |        
|                          | Interest on borrowings           |                          |                                                     | 9,062                      |         |                           |           |        |        
|                          |                                  |                          |                                                     |                            |         |                           |           |        
|                          |                                  |                          | Total interest expense                              |                            |         | 546,533                   |           |         |         | 807,432   |          
|                          |                                  |                          |                                                     |                            |         |                           |           |        
|                          |                                  |                          | Net interest income                                 |                            |         | 1,520,435                 |           |         |         | 938,473   |          
|Provision for loan losses |                                  |                          | 80,391                                              |                            |         |                           | 69,419    |        
|                          |                                  |                          |                                                     |                            |         |                           |           |        
|                          |                                  |                          | Net interest income
after provision for loan losses |                            |         | 1,440,044                 |           |         |         | 869,054   |          
|Noninterest Income        |                                  |                          |                                                     |                            |         |                           |           |        
|                          |                                  | Service charges and fees |                                                     |                            | 106,285 |                           |           |         | 55,404  |          
|                          |                                  | Other income             |                                                     |                            | 33,628  |                           |           |         | 201,480 |          
|                          |                                  |                          |                                                     |                            |         |                           |           |        
|                          |                                  |                          | Total noninterest income                            |                            |         | 139,913                   |           |         |         | 256,884   |          
|Noninterest Expense       |                                  |                          |                                                     |                            |         |                           |           |        
|                          | Salaries and employee benefits   |                          |                                                     | 628,377                    |         |                           |           | 525,129 |        
|                          | Occupancy expenses               |                          |                                                     | 95,436                     |         |                           |           | 85,090  |        
|                          | Furniture and equipment expenses |                          |                                                     | 125,079                    |         |                           |           | 108,837 |        
|                          | Other operating expenses         |                          |                                                     | 439,813                    |         |                           |           | 390,310 |        
|                          |                                  |                          |                                                     |                            |         |                           |           |        
|                          |                                  |                          |                                                     | Total noninterest expense  |         |                           | 1,288,705 |         |         |           | 1,109,366 | 
|                          |                                  |                          |                                                     |                            |         |                           |           |        
|                          |                                  |                          |                                                     | Income before income taxes |         |                           | 291,252   |         |         |           | 16,572    | 
|                          |                                  |                          |                                                     | Income taxes               |         |                           | 116,282   |         |         |           | 5,287     | 
|                          |                                  |                          |                                                     |                            |         |                           |           |        
|                          |                                  |                          |                                                     | Net Income                 |         | $                         | 174,970   |         |         | $         | 11,285    | 
|                          |                                  |                          |                                                     |                            |         |                           |           |        
|                          |                                  |                          |                                                     | Net Income Per Share       |         | $                         | 0.27      |         |         | $         | 0.02      | 
|                          |                                  |                          |                                                     |                            |         |                           |           |        
|                          |                                  |                          |                                                     | Average Shares
Outstanding |         |                           | 652,030   |         |         |           | 652,030   | 
|                          |                                  |                          |                                                     |                            |         |                           |           |        





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##### Table of Contents



HEARTLAND BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

|                          |                                  |                          |                                                     |                                   |        |                        |         |         |        |         |         |  
|------------------------- | -------------------------------- | ------------------------ | --------------------------------------------------- | --------------------------------- | ------ | ---------------------- | ------- | ------- | ------ | ------- | ------- | -
|                          |                                  |                          |                                                     |                                   |        | Quarter Ended June 30,
|                          |                                  |                          |                                                     |                                   |        |                       
|                          |                                  |                          |                                                     |                                   |        | 2002                   |         | 2001   
|                          |                                  |                          |                                                     |                                   |        |                        |         |        
|Interest Income           |                                  |                          |                                                     |                                   |        |                        |         |        
|                          | Interest and fees on loans       |                          | $                                                   | 775,988                           |        |                        | $       | 514,930 |       
|                          | Interest on federal funds sold   |                          |                                                     | 26,927                            |        |                        |         | 150,353 |       
|                          | Interest on securities           |                          |                                                     | 286,552                           |        |                        |         | 214,966 |       
|                          |                                  |                          |                                                     |                                   |        |                        |         |        
|                          |                                  |                          | Total interest income                               |                                   |        | 1,089,467              |         |         |        | 880,249 |        
|Interest Expense          |                                  |                          |                                                     |                                   |        |                        |         |        
|                          | Interest on deposits             |                          |                                                     | 264,475                           |        |                        |         | 403,890 |       
|                          | Interest on borrowings           |                          |                                                     | 4,914                             |        |                        |         |        |       
|                          |                                  |                          |                                                     |                                   |        |                        |         |        
|                          |                                  |                          | Total interest expense                              |                                   |        | 269,389                |         |         |        | 403,890 |        
|                          |                                  |                          |                                                     |                                   |        |                        |         |        
|                          |                                  |                          | Net interest income                                 |                                   |        | 820,078                |         |         |        | 476,359 |        
|Provision for loan losses |                                  |                          | 42,710                                              |                                   |        |                        | 45,462  |        
|                          |                                  |                          |                                                     |                                   |        |                        |         |        
|                          |                                  |                          | Net interest income
after provision for loan losses |                                   |        | 777,368                |         |         |        | 430,897 |        
|Noninterest Income        |                                  |                          |                                                     |                                   |        |                        |         |        
|                          |                                  | Service charges and fees |                                                     |                                   | 58,446 |                        |         |         | 27,485 |        
|                          |                                  | Other income             |                                                     |                                   | 17,310 |                        |         |         | 99,591 |        
|                          |                                  |                          |                                                     |                                   |        |                        |         |        
|                          |                                  |                          | Total noninterest income                            |                                   |        | 75,756                 |         |         |        | 127,076 |        
|Noninterest Expense       |                                  |                          |                                                     |                                   |        |                        |         |        
|                          | Salaries and employee benefits   |                          |                                                     | 314,523                           |        |                        |         | 274,296 |       
|                          | Occupancy expenses               |                          |                                                     | 47,153                            |        |                        |         | 42,165  |       
|                          | Furniture and equipment expenses |                          |                                                     | 71,081                            |        |                        |         | 55,232  |       
|                          | Other operating expenses         |                          |                                                     | 211,490                           |        |                        |         | 231,350 |       
|                          |                                  |                          |                                                     |                                   |        |                        |         |        
|                          |                                  |                          |                                                     | Total noninterest expense         |        |                        | 644,247 |         |        |         | 603,043 |  
|                          |                                  |                          |                                                     |                                   |        |                        |         |        
|                          |                                  |                          |                                                     | Income (Loss) before income taxes |        |                        | 208,877 |         |        |         | (45,070 | )
|                          |                                  |                          |                                                     | Income taxes (benefit)            |        |                        | 85,207  |         |        |         | (15,403 | )
|                          |                                  |                          |                                                     |                                   |        |                        |         |        
|                          |                                  |                          |                                                     | Net Income (Loss)                 |        | $                      | 123,670 |         |        | $       | (29,667 | )
|                          |                                  |                          |                                                     |                                   |        |                        |         |        
|                          |                                  |                          |                                                     | Net Income (Loss) Per Share       |        | $                      | 0.19    |         |        | $       | (0.04   | )
|                          |                                  |                          |                                                     |                                   |        |                        |         |        
|                          |                                  |                          |                                                     | Average Shares
Outstanding        |        |                        | 652,030 |         |        |         | 652,030 |  
|                          |                                  |                          |                                                     |                                   |        |                        |         |        





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##### Table of Contents



HEARTLAND BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
Six Months Ended June 30, 2001 and 2002
(Unaudited)

|                           |                                                   |                                                            |        |           |  |            |           |           |  |               |          |               |  |   |         |             |         |   |           |         |         |  
|-------------------------- | ------------------------------------------------- | ---------------------------------------------------------- | ------ | --------- |  | ---------- | --------- | --------- |  | ------------- | -------- | ------------- |  | - | ------- | ----------- | ------- | - | --------- | ------- | ------- | -
|                           |                                                   |                                                            |        |           |  |            |           |           |  |               |          |               |  |   |         | Accumulated |         |   |           |        
|                           |                                                   |                                                            |        | Common    |  | Additional |           | Retained  |  | Other         |          | Total        
|                           |                                                   |                                                            |        | Stock Par |  | Paid-in    |           | Earnings  |  | Comprehensive |          | Shareholders'
|                           |                                                   |                                                            |        | Value     |  | Capital    |           | (Deficit) |  | Income        |          | Equity       
|                           |                                                   |                                                            |        |           |  |            |           |           |  |               |          |              
|BALANCE, December 31, 2000 |                                                   | $                                                          | 65,203 |           |  | $          | 6,437,152 |           |  | $             | (706,101 | )             |  | $ | 142,902 |             |         | $ | 5,939,156 |        
|Comprehensive Income:      |                                                   |                                                            |        |           |  |            |           |           |  |               |          |               |  |   |         |             |         |   |           |        
|                           | Net income for the six months ended
June 30, 2001 |                                                            |        |           |  |            |           |           |  |               |          | 11,285        |  |   |         |             |         |   |           | 11,285  |        
|                           | Other comprehensive income:                       |                                                            |        |           |  |            |           |           |  |               |          |               |  |   |         |             |         |   |           |         |        
|                           |                                                   | Change in unrealized gain on
securities available for sale |        |           |  |            |           |           |  |               |          |               |  |   |         |             | (83,138 | ) |           |         | (83,138 | )
|                           |                                                   |                                                            |        |           |  |            |           |           |  |               |          |               |  |   |         |             |         |   |           |        
|                           | Total comprehensive income (loss)                 |                                                            |        |           |  |            |           |           |  |               |          |               |  |   |         |             |         |   |           | (71,853 | )      
|                           |                                                   |                                                            |        |           |  |            |           |           |  |               |          |               |  |   |         |             |         |   |           |        
|BALANCE, June 30, 2001     |                                                   | $                                                          | 65,203 |           |  | $          | 6,437,152 |           |  | $             | (694,816 | )             |  | $ | 59,764  |             |         | $ | 5,867,303 |        
|                           |                                                   |                                                            |        |           |  |            |           |           |  |               |          |               |  |   |         |             |         |   |           |        
|BALANCE, December 31, 2001 |                                                   | $                                                          | 65,203 |           |  | $          | 6,437,152 |           |  | $             | (690,289 | )             |  | $ | 64,939  |             |         | $ | 5,877,005 |        
|Comprehensive Income:      |                                                   |                                                            |        |           |  |            |           |           |  |               |          |               |  |   |         |             |         |   |           |        
|                           | Net income for the six months ended
June 30, 2002 |                                                            |        |           |  |            |           |           |  |               |          | 174,970       |  |   |         |             |         |   |           | 174,970 |        
|                           | Other comprehensive income:                       |                                                            |        |           |  |            |           |           |  |               |          |               |  |   |         |             |         |   |           |         |        
|                           |                                                   | Change in unrealized gain on
securities available for sale |        |           |  |            |           |           |  |               |          |               |  |   |         |             | 57,506  |   |           |         | 57,506  |  
|                           |                                                   |                                                            |        |           |  |            |           |           |  |               |          |               |  |   |         |             |         |   |           |        
|                           | Total comprehensive income                        |                                                            |        |           |  |            |           |           |  |               |          |               |  |   |         |             |         |   |           | 232,476 |        
|                           |                                                   |                                                            |        |           |  |            |           |           |  |               |          |               |  |   |         |             |         |   |           |        
|BALANCE, June 30, 2002     |                                                   | $                                                          | 65,203 |           |  | $          | 6,437,152 |           |  | $             | (515,319 | )             |  | $ | 122,445 |             |         | $ | 6,109,481 |        
|                           |                                                   |                                                            |        |           |  |            |           |           |  |               |          |               |  |   |         |             |         |   |           |        





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HEARTLAND BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                     |                                                                                             |                   |                                                             |                                                     |           |                           |             |             |            |          |            |  
|---------------------------------------------------- | ------------------------------------------------------------------------------------------- | ----------------- | ----------------------------------------------------------- | --------------------------------------------------- | --------- | ------------------------- | ----------- | ----------- | ---------- | -------- | ---------- | -
|                                                     |                                                                                             |                   |                                                             |                                                     |           | Six Months Ended June 30,
|                                                     |                                                                                             |                   |                                                             |                                                     |           |                          
|                                                     |                                                                                             |                   |                                                             |                                                     |           | 2002                      |             | 2001       
|                                                     |                                                                                             |                   |                                                             |                                                     |           |                           |             |            
|Operating Activities                                 |                                                                                             |                   |                                                             |                                                     |           |                           |             |            
|                                                     | Net income                                                                                  |                   | $                                                           | 174,970                                             |           |                           | $           | 11,285      |           
|                                                     | Adjustments to reconcile net income to net cash
provided by (used in) operating activities: |                   |                                                             |                                                     |           |                           |             |             |           
|                                                     |                                                                                             |                   | Deferred income taxes                                       |                                                     |           | 116,282                   |             |             |            | 5,287    |           
|                                                     |                                                                                             |                   | Provision for loan losses                                   |                                                     |           | 80,391                    |             |             |            | 69,419   |           
|                                                     |                                                                                             |                   | Depreciation and amortization                               |                                                     |           | 113,044                   |             |             |            | 106,215  |           
|                                                     |                                                                                             |                   | Gain on called securities                                   |                                                     |           |                          |             |             |            | (180,962 | )         
|                                                     |                                                                                             |                   | Net accretion/amortization on securities available for sale |                                                     |           | 46,378                    |             |             |            | (27,020  | )         
|                                                     | Change in balances of:                                                                      |                   |                                                             |                                                     |           |                           |             |             |           
|                                                     |                                                                                             |                   |                                                             | Other assets                                        |           |                           | 15,881      |             |            |          | (23,891    | )
|                                                     |                                                                                             |                   |                                                             | Other liabilities                                   |           |                           | (41,729     | )           |            |          | 32,847     |  
|                                                     |                                                                                             |                   |                                                             |                                                     |           |                           |             |            
|                                                     |                                                                                             |                   |                                                             | Net cash provided by (used in) operating activities |           |                           | 505,217     |             |            |          | (6,820     | )
|                                                     |                                                                                             |                   |                                                             |                                                     |           |                           |             |            
|Investing Activities                                 |                                                                                             |                   |                                                             |                                                     |           |                           |             |            
|                                                     | Net funding of loans                                                                        |                   |                                                             | (7,978,594                                          | )         |                           |             | (6,716,993  | )         
|                                                     | Purchase of securities available for sale                                                   |                   |                                                             | (14,372,034                                         | )         |                           |             | (10,791,927 | )         
|                                                     | Principal collections, maturities and calls on securities available for sale                |                   |                                                             | 7,331,431                                           |           |                           |             | 11,658,819  |           
|                                                     | Acquisition of property and equipment                                                       |                   |                                                             | (25,347                                             | )         |                           |             | (151,354    | )         
|                                                     |                                                                                             |                   |                                                             |                                                     |           |                           |             |            
|                                                     |                                                                                             |                   |                                                             | Net cash used in investing activities               |           |                           | (15,044,544 | )           |            |          | (6,001,455 | )
|                                                     |                                                                                             |                   |                                                             |                                                     |           |                           |             |            
|Financing Activities                                 |                                                                                             |                   |                                                             |                                                     |           |                           |             |            
|                                                     | Net increase in deposits                                                                    |                   |                                                             | 9,622,733                                           |           |                           |             | 12,576,249  |           
|                                                     | Other borrowings                                                                            |                   |                                                             | 1,368,654                                           |           |                           |             |            |           
|                                                     |                                                                                             |                   |                                                             |                                                     |           |                           |             |            
|                                                     |                                                                                             |                   |                                                             | Net cash provided by financing activities           |           |                           | 10,991,387  |             |            |          | 12,576,249 |  
|                                                     |                                                                                             |                   |                                                             |                                                     |           |                           |             |            
|Net increase (decrease) in cash and cash equivalents |                                                                                             |                   | (3,547,940                                                  | )                                                   |           |                           | 6,567,974   |            
|Cash and cash equivalents:                           |                                                                                             |                   |                                                             |                                                     |           |                           |             |            
|                                                     |                                                                                             | Beginning of year |                                                             |                                                     | 9,203,797 |                           |             |             | 9,788,354  |         
|                                                     |                                                                                             |                   |                                                             |                                                     |           |                           |             |            
|                                                     |                                                                                             | End of quarter    |                                                             | $                                                   | 5,655,857 |                           |             | $           | 16,356,328 |         
|                                                     |                                                                                             |                   |                                                             |                                                     |           |                           |             |            





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##### Table of Contents



NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Six Months Ended June 30, 2002

NOTE 1  ORGANIZATION

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Heartland Bancshares, Inc. is a Florida corporation with
headquarters in Sebring, Florida. The company was formed to
organize and own 100% of the capital stock of Heartland
National Bank. Heartland National Bank is a nationally
chartered full service institution with an office in
Sebring, Florida, an office in Lake Placid, Florida, and an
office in Avon Park, Florida. The Bank opened for business
on September 7, 1999.
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | The accompanying consolidated financial statements include
the accounts of the Heartland Bancshares, Inc. and Heartland
National Bank. All significant inter-company accounts and
balances have been eliminated.                                                                                                                                                                                                                     

NOTE 2  BASIS OF PRESENTATION

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The accompanying unaudited condensed financial statements
have been prepared in accordance with the instructions of
Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of
normal recurring entries) considered necessary for a fair
presentation of the companys financial results have been
made. Operating results for the six months and quarter
ended June 30, 2002, may not be indicative of the results
that may be expected for the year ending December 31, 2002.





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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Heartland Bancshares operations are conducted through its sole
subsidiary, Heartland National Bank, which commenced operations in
September 1999.

Financial Condition

Management continuously monitors the financial condition of
Heartland National Bank in order to maintain sufficient capital to
support the operations of Heartland National Bank and Heartland
Bancshares and to protect the depositors of Heartland National Bank.
Significant items affecting Heartland National Banks financial
condition are discussed below.

Asset Quality

A major key to long-term earnings growth is the maintenance of
a high-quality loan portfolio. Heartland National Banks directive
in this regard is carried out through its policies and procedures
for extending credit to Heartland National Banks customers. The
goal of these policies and procedures is to provide a sound basis
for new credit extensions and an early recognition of problem assets
to allow the most flexibility in their timely disposition.

At June 30, 2002, management had identified non-performing assets
at less than .05%. Additions to the allowance for loan losses will be
made periodically to maintain the allowance at an appropriate level based
upon managements analysis of potential risk in the loan portfolio. The
amount of the loan loss provision will generally be determined by an
evaluation of the level of loans outstanding, the level of non-performing
loans, historical loan loss experience, delinquency trends, the amount of
actual losses charged to the reserve in a given period, and assessment of
present and anticipated economic conditions.





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##### Table of Contents



Liquidity

Liquidity represents the ability to provide steady sources of
funds for loan commitments and investment activities, as well as to
maintain sufficient funds to cover deposit withdrawals and payment
of operating obligations. Heartland National Banks liquidity
position was initially established through Heartland Bancshares
purchase of $6.0 million of the common stock of Heartland National
Bank. As Heartland National Bank grows, liquidity needs can be met
either by converting assets to cash or by attracting new deposits.
Heartland National Bank had deposits of $69.8 million at June 30,
2002. Below are the pertinent liquidity balances and ratios at June
30, 2002 and June 30, 2001.

|                                          |  |               |            |               |  |   |            |  
|----------------------------------------- |  | ------------- | ---------- | ------------- |  | - | ---------- | -
|                                          |  | At            |            | At           
|                                          |  | June 30, 2002 |            | June 30, 2001
|                                          |  |               |            |              
|Cash and cash equivalents                 |  | $             | 5,655,857  |               |  | $ | 16,356,328 |  
|Securities available for sale             |  | $             | 24,321,809 |               |  | $ | 15,293,037 |  
|CDs over $100,000 to total deposits ratio |  |               | 14.0       | %             |  |   | 12.7       | %
|Loan to deposit ratio                     |  |               | 63.8       | %             |  |   | 46.1       | %

Cash and cash equivalents are the primary source of liquidity.
At June 30, 2002, cash and cash equivalents amounted to $5.7
million, representing 7% of total assets, as compared to $16.4
million, or 27% of total assets at June 30, 2001. Securities
available for sale provide a secondary source of liquidity. Of the
$24.3 million in Heartland National Banks securities portfolio,
$79,580 is scheduled to mature in 2002. In addition, management
believes it is likely that additional U. S. Government Agency
securities will be called prior to their contractual maturity dates.

At June 30, 2002, large denomination certificates accounted for
14.0% of total deposits as compared to 12.7% as of June 30, 2001.
Large denomination CDs are generally more volatile than other
deposits. As a result, management continually monitors the
competitiveness of the rates it pays on its large denomination CDs
and periodically adjusts its rates in accordance with market
demands. Significant withdrawals of large denomination CDs could
have a material adverse effect on Heartland National Banks
liquidity. Management believes that since a majority of the above
certificates were obtained from Heartland National Bank customers
residing in Highlands County, Florida, the volatility of such
deposits is lower than if such deposits were obtained from
depositors residing outside of Highlands County, as outside
depositors are generally considered to be more likely to be interest
rate sensitive.

Management knows of no trends, demands, commitments, events or
uncertainties that should result in or are reasonably likely to
result in Heartland Bancshares liquidity increasing or decreasing
in any material way in the foreseeable future.

Capital Adequacy

There are two primary measures of capital adequacy for banks
and bank holding companies: (i) risk-based capital guidelines and
(ii) the leverage ratio.

The risk-based capital guidelines measure the amount of a
banks required capital in relation to the degree of risk perceived
in its assets and its off-balance sheet items. Under the risk-based
capital guidelines, capital is divided into two tiers. Tier 1
capital consists of common shareholders equity, non-cumulative
perpetual preferred stock and any related surplus and minority
interest in the equity accounts of consolidated subsidiaries.
Goodwill is subtracted from the total. Tier 2 capital consists of
the allowance for loan losses, hybrid capital instruments, term
subordinated debt and intermediate term





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##### Table of Contents



preferred stock. Banks are required to maintain a minimum
risk-based capital ratio of 8.0%, with at least 4.0% consisting of
Tier 1 capital.

The second measure of capital adequacy is the leverage ratio,
which is computed by dividing Tier 1 capital by average total assets
during the most recent quarter. The OCC has established a 4.0%
minimum leverage ratio requirement for all banks that are not rated
CAMELS 1.

The table below illustrates Heartland National Banks and
Heartland Bancshares regulatory capital ratios at June 30, 2002 and
June 30, 2001:

|                                    |  |          |      |          |  |             |      |   |  |         |     |  
|----------------------------------- |  | -------- | ---- | -------- |  | ----------- | ---- | - |  | ------- | --- | -
|                                    |  |          |      |          |  |             |      |   |  | Minimum
|                                    |  | June 30, |      | June 30, |  | regulatory 
|                                    |  | 2002     |      | 2001     |  | requirement
|                                    |  |          |      |          |  |            
|Heartland National Bank             |  |          |      |          |  |             |      |   |  |         |     |  
|Tier 1 Capital                      |  |          | 12.5 | %        |  |             | 17.1 | % |  |         | 4.0 | %
|Total risk-based capital ratio      |  |          | 13.4 | %        |  |             | 18.1 | % |  |         | 8.0 | %
|Leverage ratio                      |  |          | 7.9  | %        |  |             | 10.0 | % |  |         | 4.0 | %
|Heartland Bancshares  Consolidated |  |          |      |          |  |             |      |   |  |         |     |  
|Tier 1 Capital                      |  |          | 12.4 | %        |  |             | 17.7 | % |  |         | 4.0 | %
|Total risk-based capital ratio      |  |          | 13.4 | %        |  |             | 18.7 | % |  |         | 8.0 | %
|Leverage ratio                      |  |          | 8.0  | %        |  |             | 10.4 | % |  |         | 4.0 | %





---



##### Table of Contents






Results of Operations

Heartland Bancshares had net income of $123,670 in the second
quarter of 2002, compared to a loss of $29,667 in the second quarter of
2001. For the six months ended June 30, 2002 and 2001, Heartland
Bancshares had a net income of $174,970 and $11,285, respectively. The
following is a brief discussion of the more significant components of
net income:



| |                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Net interest income represents the
difference between interest received on interest
earning assets and interest paid on interest bearing
liabilities. The following table sets forth the main
components of interest earning assets and interest
bearing liabilities for the six months and quarter
ended June 30, 2002, as compared to the comparable
periods ended June 30, 2001.

Six Months Ended June 30,

|                            |       |         |        |         |        |        |        |        |        |      |       |          |     |   |     |       |     |  |      |      |      |   |      |      |      |  
|--------------------------- | ----- | ------- | ------ | ------- | ------ | ------ | ------ | ------ | ------ | ---- | ----- | -------- | --- | - | --- | ----- | --- |  | ---- | ---- | ---- | - | ---- | ---- | ---- | -
|                            |       |         |        |         |        |        |        |        |        |      |       | Interest |     |   |     |       |     |  |      |     
|Interest Earning            |       | Average |        | Income/ |        | Yield/
|Assets/Interest             |       | Balance |        | Cost    |        | Cost  
|Bearing Liabilities         |       | 2002    |        | 2001    |        | 2002   |        | 2001   |        | 2002 |       | 2001    
|                            |       |         |        |         |        |        |        |        |        |      |       |         
|(dollars in thousands)     
|Federal funds sold          |       | $       | 6,681  |         |        | $      | 12,509 |        |        | $    | 57    |          |     | $ | 300 |       |     |  | 1.71 | %    |      |   | 4.80 | %   
|Securities                  |       |         | 21,075 |         |        |        | 14,501 |        |        |      | 524   |          |     |   | 460 |       |     |  | 4.97 | %    |      |   | 6.35 | %   
|Loans                       |       |         | 40,308 |         |        |        | 21,204 |        |        |      | 1,486 |          |     |   | 986 |       |     |  | 7.37 | %    |      |   | 9.30 | %   
|                            |       |         |        |         |        |        |        |        |        |      |       |          |     |   |     |       |     |  |      |      |      |   |      |     
|                            | Total |         | $      | 68,064  |        |        | $      | 48,214 |        |      |       | 2,067    |     |   |     | 1,746 |     |  |      | 6.07 | %    |   |      | 7.24 | %   
|                            |       |         |        |         |        |        |        |        |        |      |       |          |     |   |     |       |     |  |      |      |      |   |      |     
|Deposits                    |       | $       | 66,238 |         |        | $      | 47,707 |        |        |      | 537   |          |     |   | 808 |       |     |  | 1.62 | %    |      |   | 3.39 | %   
|Borrowings                  |       |         | 2,043  |         |        |        | 0      |        |        |      | 9     |          |     |   | 0   |       |     |  | .88  | %    |      |   | .00  | %   
|                            |       |         |        |         |        |        |        |        |        |      |       |          |     |   |     |       |     |  |      |      |      |   |      |     
|                            |       | Total   |        | $       | 68,281 |        |        | $      | 47,707 |      |       |          | 546 |   |     |       | 808 |  |      |      | 1.60 | % |      |      | 3.39 | %
|                            |       |         |        |         |        |        |        |        |        |      |       |          |     |   |     |       |     |  |      |      |      |   |      |     
|Net interest income/spread  |       |         |        |         |        |        |        |        |        | $    | 1,521 |          |     | $ | 938 |       |     |  | 4.47 | %    |      |   | 3.85 | %   
|                            |       |         |        |         |        |        |        |        |        |      |       |          |     |   |     |       |     |  |      |      |      |   |      |     
|Net yield on earning assets |       |         |        |         |        |        |        |        |        |      |       |          |     |   |     |       |     |  | 4.47 | %    |      |   | 3.89 | %   
|                            |       |         |        |         |        |        |        |        |        |      |       |          |     |   |     |       |     |  |      |      |      |   |      |     





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##### Table of Contents



Three Months Ended June 30,

|                            |       |         |        |         |        |        |        |        |        |      |     |       |     |   |     |     |     |  |      |          |      |   |      |      |      |  
|--------------------------- | ----- | ------- | ------ | ------- | ------ | ------ | ------ | ------ | ------ | ---- | --- | ----- | --- | - | --- | --- | --- |  | ---- | -------- | ---- | - | ---- | ---- | ---- | -
|                            |       |         |        |         |        |        |        |        |        |      |     |       |     |   |     |     |     |  |      | Interest
|Interest Earning            |       | Average |        | Income/ |        | Yield/
|Assets/Interest             |       | Balance |        | Cost    |        | Cost  
|Bearing Liabilities         |       | 2002    |        | 2001    |        | 2002   |        | 2001   |        | 2002 |     | 2001 
|                            |       |         |        |         |        |        |        |        |        |      |     |      
|(dollars in thousands)     
|Federal funds sold          |       | $       | 6,074  |         |        | $      | 14,038 |        |        | $    | 27  |       |     | $ | 150 |     |     |  | 1.78 | %        |      |   | 4.29 | %   
|Securities                  |       |         | 23,801 |         |        |        | 13,990 |        |        |      | 287 |       |     |   | 215 |     |     |  | 4.82 | %        |      |   | 6.16 | %   
|Loans                       |       |         | 42,093 |         |        |        | 22,663 |        |        |      | 776 |       |     |   | 515 |     |     |  | 7.37 | %        |      |   | 9.11 | %   
|                            |       |         |        |         |        |        |        |        |        |      |     |       |     |   |     |     |     |  |      |          |      |   |      |     
|                            | Total |         | $      | 71,968  |        |        | $      | 50,691 |        |      |     | 1,090 |     |   |     | 880 |     |  |      | 6.06     | %    |   |      | 6.96 | %   
|                            |       |         |        |         |        |        |        |        |        |      |     |       |     |   |     |     |     |  |      |          |      |   |      |     
|Deposits                    |       | $       | 69,851 |         |        | $      | 50,166 |        |        |      | 264 |       |     |   | 404 |     |     |  | 1.51 | %        |      |   | 3.23 | %   
|Borrowings                  |       |         | 2,228  |         |        |        | 0      |        |        |      | 5   |       |     |   | 0   |     |     |  | .90  | %        |      |   | .00  | %   
|                            |       |         |        |         |        |        |        |        |        |      |     |       |     |   |     |     |     |  |      |          |      |   |      |     
|                            |       | Total   |        | $       | 72,079 |        |        | $      | 50,166 |      |     |       | 269 |   |     |     | 880 |  |      |          | 1.49 | % |      |      | 3.23 | %
|                            |       |         |        |         |        |        |        |        |        |      |     |       |     |   |     |     |     |  |      |          |      |   |      |     
|Net interest income/spread  |       |         |        |         |        |        |        |        |        | $    | 821 |       |     | $ | 476 |     |     |  | 4.57 | %        |      |   | 3.73 | %   
|                            |       |         |        |         |        |        |        |        |        |      |     |       |     |   |     |     |     |  |      |          |      |   |      |     
|Net yield on earning assets |       |         |        |         |        |        |        |        |        |      |     |       |     |   |     |     |     |  | 4.56 | %        |      |   | 3.77 | %   
|                            |       |         |        |         |        |        |        |        |        |      |     |       |     |   |     |     |     |  |      |          |      |   |      |     



| | (b) |  | At December 31, 2001, the allowance for
loan losses amounted to $393,051. During the six
months ended June 30, 2002, an additional $80,391 was
provided to the allowance for loan losses, bringing the
balance to $469,558 as compared to $304,478 at June 30,
2001. There have been net charge-offs of $8,132 since
the opening of Heartland National Bank. As of June 30,
2002, management considers the allowance for loan
losses to be adequate to absorb expected future losses.
However, there can be no assurance that charge-offs in
future periods will not exceed the allowance for loan
losses or that additional provisions to the allowance
will not be required.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (c) |  | Non-interest income, which consists
primarily of service fees on deposit accounts and other
miscellaneous fees, amounted to $139,913, or 0.38% of
average assets, for the six months ended June 30, 2002
and $75,756, or 0.39% of average assets, for the
quarter ended June 30, 2002, as compared to $256,884
and $127,076, respectively for the six months and the
quarter ended June 30 2001. The primary reason for the
decrease in non-interest income was the realization of
gains on called securities in 2001.                                                                                                                                                        
|
| | (d) |  | Non-interest expense for the six months
and quarter ended June 30, 2002 amounted to $1,288,705
and $644,247, respectively, as compared to $1,109,366
and $601,091 for the same period in 2001. The
components of non-interest expense for the six months
and quarter ended June 30, 2002 and June 30, 2001 are
set forth below:                                                                                                                                                                                                                                                                                                                                               





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##### Table of Contents



|                           |                            |   |                  |           |                  |   |          |           |  |   |         |         | 
|-------------------------- | -------------------------- | - | ---------------- | --------- | ---------------- | - | -------- | --------- |  | - | ------- | ------- | 
|                           |                            |   | Six Months Ended |           | Six Months Ended |   |          |           | 
|                           |                            |   | June 30, 2002    |           | June 30, 2001    |   | Increase
|                           |                            |   |                  |           |                  |   |         
|Salaries and benefits      |                            | $ | 628,377          |           |                  | $ | 525,129  |           |  | $ | 103,248 |        
|Occupancy expenses         |                            |   | 95,436           |           |                  |   | 85,090   |           |  |   | 10,346  |        
|Equipment expenses         |                            |   | 125,079          |           |                  |   | 108,837  |           |  |   | 16,242  |        
|General operating expenses |                            |   | 439,813          |           |                  |   | 390,310  |           |  |   | 49,503  |        
|                           |                            |   |                  |           |                  |   |          |           |  |   |         |        
|                           | Total non-interest expense |   | $                | 1,288,705 |                  |   | $        | 1,109,366 |  |   | $       | 179.339 | 
|                           |                            |   |                  |           |                  |   |          |           |  |   |         |        

|                           |                            |   |               |         |               |   |           |         |  |   |         |        | 
|-------------------------- | -------------------------- | - | ------------- | ------- | ------------- | - | --------- | ------- |  | - | ------- | ------ | 
|                           |                            |   | Quarter Ended |         | Quarter Ended |   | Increase/
|                           |                            |   | June 30, 2002 |         | June 30, 2001 |   | Decrease 
|                           |                            |   |               |         |               |   |          
|Salaries and benefits      |                            | $ | 314,523       |         |               | $ | 274,296   |         |  | $ | 40,227  |       
|Occupancy expenses         |                            |   | 47,153        |         |               |   | 42,165    |         |  |   | 4,988   |       
|Equipment expenses         |                            |   | 71,081        |         |               |   | 55,232    |         |  |   | 15,849  |       
|General operating expenses |                            |   | 211,490       |         |               |   | 229,398   |         |  |   | (17,908 | )     
|                           |                            |   |               |         |               |   |           |         |  |   |         |       
|                           | Total non-interest expense |   | $             | 644,247 |               |   | $         | 601,091 |  |   | $       | 43,156 | 
|                           |                            |   |               |         |               |   |           |         |  |   |         |       

Increases in operating expenses for the six months ended June 30, 2002
as compared to June 30, 2001 can predominantly be attributed to the
operation of the Avon Park office for the full period as compared to
only a partial period in 2001.

Heartland Bancshares is not aware of any current recommendation by
any regulatory authority which, if implemented, would have a material
effect on Heartland Bancshares liquidity, capital resources or results
of operations.




Cautionary Note Regarding Forward-Looking Statements

Heartland Bancshares may, from time to time, make written or oral
forward-looking statements, including statements contained in Heartland
Bancshares filings with the Securities and Exchange Commission and its
reports to stockholders. Such forward-looking statements are made based
on managements belief as well as assumptions made by, and information
currently available to, management pursuant to safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Heartland
Bancshares actual results may differ materially from the results
anticipated in these forward-looking statements due to a variety of
factors, including governmental monetary and fiscal policies, deposit
levels, loan demand, loan collateral values, securities portfolio values
and interest rate risk management; the effects of competition in the
banking business from other commercial banks, savings and loan
associations, mortgage banking firms, consumer finance companies, credit
unions, securities brokerage firms, insurance companies, money market
mutual funds and other financial institutions operating in Heartland
Bancshares market area and elsewhere, including institutions operating
through the Internet; changes in government regulations relating to the
banking industry, including regulations relating to branching and
acquisitions; failure of assumptions underlying the establishment of
reserves for loan losses, including the value of collateral underlying
delinquent loans, and other factors. Heartland Bancshares cautions that
such factors are not exclusive. Heartland Bancshares does not undertake
to update any forward-looking statements that may be made from time to
time by, or on behalf of, Heartland Bancshares.





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##### Table of Contents






PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

The 2002 Annual Meeting of Shareholders of Heartland Bancshares was
held on April 18, 2002. The following table sets forth the name of each
individual elected at the 2002 Annual Meeting and the results of voting
with respect to each director:

|                   |  |       |   |           |         |                |         |  |   |  |   |  |  |  |  | 
|------------------ |  | ----- | - | --------- | ------- | -------------- | ------- |  | - |  | - |  |  |  |  | 
|Director           |  | Class |   | Votes For |         | Votes Withheld
|                   |  |       |   |           |         |               
|James B. Belflower |  |       | I |           |         |                | 383,000 |  |   |  | 0 | 
|James C. Clinard   |  |       | I |           |         |                | 383,000 |  |   |  | 0 | 
|Bert J. Harris III |  |       | I |           |         |                | 383,000 |  |   |  | 0 | 
|Roger D. Gurganus  |  |       | I |           |         |                | 383,000 |  |   |  | 0 | 
|Robert P. Palmer   |  | II    |   |           | 383,000 |                |         |  | 0 | 
|Stanley H. Wells   |  | III   |   |           | 383,000 |                |         |  | 0 | 

The term of each of the following directors of Heartland Bancshares
continued after the 2002 Annual Meeting: William R. Grigsby, William R.
Handley, Issac G. Nagib, S. Allen Skipper, Edward L. Smoak, Malcolm C.
Watters, Jr., and Lawrence B. Wells. No other matters were submitted
to a vote of the shareholders at the 2002 Annual Meeting.

Item 6. Exhibits and Reports on Form 8-K



| | (a) |  | Exhibits. No exhibits are filed with this Report.                                           
| | --- |  | --------------------------------------------------------------------------------------------
|
| | (b) |  | Reports of Form 8-K. No report on Form 8-K was filed during
the quarter ended June 30, 2002.





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##### Table of Contents






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 thereunto duly authorized.

|                    |  |                                                                                                               
|------------------- |  | --------------------------------------------------------------------------------------------------------------
|                    |  | HEARTLAND BANCSHARES, INC.                                                                                    
|                   
|                    |  |                                                                                                               
|                   
|Date: July 29, 2002 |  | By: /s/ James C. ClinardJames C. Clinard, President
and Chief Executive Officer
(principal executive officer) 
|                   
|                    |  |                                                                                                               
|                   
|Date: July 29, 2002 |  | By: /s/ Martha J. KelleyMartha J. Kelley, Chief
Financial Officer (principal
financial and accounting officer)