UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549







FORM
10-Q





x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the quarterly period ended March 31, 2009





o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE
      ACT OF 1934





HEARTLAND,
INC.


(Exact
name of registrant as specified in its charter)





Maryland
            000-27045
            36-4286069(State
      or other jurisdictionof
      incorporation or organization)
            (Commission
      File Number)
            (I.R.S.
      Employer Identification Number)





P.O.
Box 4320


Harrogate,
TN  37752


(Address of principal executive offices)
(Zip Code)





606-248-7323


(Registrant’s
telephone no., including area code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer o
            Accelerated
      filer o





Non
accelerated filer o  (Do not check if
a smaller reporting company)  Smaller reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes oNo x





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date:  As of May 5, 2009, there were 44,456,196 shares of common
stock, $.0001 par value per share, outstanding.








1











HEARTLAND,
INC.





FORM
10-Q


TABLE
OF CONTENTS











PART
      I. FINANCIAL INFORMATIONITEM
      1. FINANCIAL STATEMENTS
              
              3ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
    OPERATION
              
              10ITEM
      3. QUANTITATIVE AND QUALITATIVE  DISCLOSURES ABOUT MARKET
      RISK
              
              12ITEM
      4. CONTROLS AND PROCEDURES
              
              12PART
      II. OTHER INFORMATIONITEM
      1. - LEGAL PROCEEDINGS
              
              12ITEM
      1a – RISK FACTORS
              
              13ITEM
      2. - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS
              
              13ITEM
      3. - DEFAULTS UPON SENIOR SECURITIES
              
              13ITEM
      4. – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
              
              13ITEM
      5. - OTHER INFORMATION
              
              13ITEM
      6. - EXHIBITS
              
              13SIGNATURES
              
              14








2












PART I.  FINANCIAL INFORMATION




ITEM
1. FINANCIAL STATEMENTS





HEARTLAND, INC. AND
SUBSIDIARIES


CONDENSED CONSOLIDATED
BALANCE SHEETS








ASSETS





March
      31,
                
                
                December
      31,2009
                
                
                2008(Unaudited)CURRENT
      ASSETSCash
                
                $
                4,137,450
                
                
                $
                4,101,692Accounts
      receivable, net
                
                
                5,680,448
                
                
                
                4,885,878Inventory
                
                
                2,791,683
                
                
                
                2,775,635Other
      current assets
                
                
                833,898
                
                
                
                817,666Total
      current assets
                
                
                13,443,479
                
                
                
                12,580,871PROPERTY,
      PLANT AND EQUIPMENT, net
                
                
                10,167,422
                
                
                
                10,256,234OTHER
      ASSETS
                
                
                63,601
                
                
                
                68,112Total
      assets
                
                $
                23,674,502
                
                
                $
                22,905,217







3




HEARTLAND, INC. AND
SUBSIDIARIES


CONDENSED CONSOLIDATED
BALANCE SHEETS - continued


LIABILITIES AND
STOCKHOLDERS’ EQUITY











March
      31,
                
                
                December
      31,2009
                
                
                2008(Unaudited)CURRENT
      LIABILITIESAccounts
      payable
                
                $
                3,030,738
                
                
                $
                2,741,435Other
      current liabilities
                
                
                1,283,366
                
                
                
                1,244,170Current
      portion of notes payable
                
                
                1,545,594
                
                
                
                1,205,594Current
      portion of notes payable to related parties
                
                
                129,127
                
                
                
                129,127Total
      current liabilities
                
                
                5,988,825
                
                
                
                5,320,326LONG-TERM
      OBLIGATIONSNotes
      payable, less current portion
                
                
                8,114,690
                
                
                
                8,204,783Notes
      payable to related parties, less current portion
                
                
                3,300,721
                
                
                
                3,330,872Other
      long-term liabilities
                
                
                787,577
                
                
                
                878,215Total
      long term liabilities
                
                
                12,202,988
                
                
                
                12,413,870STOCKHOLDERS’
      EQUITYPreferred
      stock $0.001 par value 5,000,000 sharesauthorized,
      2,370,000 shares issued and outstanding
                
                
                2,370
                
                
                
                2,370Additional
      paid-in capital – preferred stock
                
                
                713,567
                
                
                
                713,567Common
      stock, $0.001 par value 100,000,000 sharesauthorized;  43,706,196
      and 42,759,047 shares issued andoutstanding
      at March 31, 2009 and December 31, 2008, respectively
                
                
                43,706
                
                
                
                42,759Additional
      paid-in capital – common stock
                
                
                17,218,878
                
                
                
                17,011,726Accumulated
      deficit
                
                
                (12,495,832
                )
                
                
                (12,599,401
                )Total
      stockholders’ equity
                
                
                5,482,689
                
                
                
                5,171,021Total
      Liabilities and Stockholders’ Equity
                
                $
                23,674,502
                
                
                $
                22,905,217







The
accompanying notes are an integral part of the unaudited condensed consolidated
financial statements.






4




HEARTLAND, INC. AND
SUBSIDIARIES


CONDENSED CONSOLIDATED
STATEMENTS OF INCOME





UNAUDITED











March
      31,2009
                  
                  
                  2008SALES
                  
                  $
                  19,737,679
                  
                  
                  $
                  4,058,796Cost
      of goods sold
                  
                  
                  (17,070,440
                  )
                  
                  
                  (3,278,225
                  )Gross
      profit
                  
                  
                  2,667,239
                  
                  
                  
                  780,571EXPENSES
                  
                  
                  2,426,286
                  
                  
                  
                  380,357NET
      OPERATING INCOME
                  
                  
                  240,953
                  
                  
                  
                  400,214Other
      (expense) income
                  
                  
                  (142,902
                  )
                  
                  
                  1,542INCOME
      BEFORE INCOME TAXES
                  
                  
                  98,051
                  
                  
                  
                  401,756Federal
      and state income taxesIncome
      taxes, current
                  
                  
                  (13,897
                  )
                  
                  
                  -Income
      tax benefit, deferred
                  
                  
                  26,886
                  
                  
                  
                  -NET
      INCOME
                  
                  
                  111,040
                  
                  
                  
                  401,756LESS:
      Preferred Dividends
                  
                  
                  (14,813
                  )
                  
                  
                  (14,813
                  )NET
      INCOME AVAILABLE TO COMMON STOCKHOLDERS
                  
                  $
                  96,227
                  
                  
                  $
                  386,943















5







HEARTLAND, INC. AND
SUBSIDIARIES


CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS





UNAUDITED








Three
      Months EndedMarch
      31,2009
                
                2008NET
      CASH PROVIDED BY OPERATING ACTIVITIES
                
                
                18,949
                
                
                
                582,732CASH
      FLOWS FROM INVESTING ACTIVITIESPayments
      for property, plant and equipment
                
                
                (202,947
                )
                
                
                (93,492
                )Proceeds
      from disposition of other assets
                
                
                -
                
                
                
                (31,000
                )NET
      CASH USED IN INVESTING ACTIVITIES
                
                
                (202,947
                )
                
                
                (124,492
                )CASH
      FLOWS FROM FINANCING ACTIVITIESNet
      proceeds from notes payable
                
                $
                249,907
                
                
                $
                (6,091
                )Net
      proceeds on notes to related parties
                
                
                (30,151
                )
                
                
                (31,289
                )Payments
      on capital lease
                
                
                -
                
                
                
                (3,949
                )Proceeds
      from issuance of common stock
                
                
                -
                
                
                
                290,000NET
      CASH PROVIDED BY FINANING ACTIVITIES
                
                
                219,756
                
                
                
                248,671INCREASE
      IN CASH
                
                
                35,758
                
                
                
                706,911CASH,
      BEGINNING OF PERIOD
                
                
                4,101,692
                
                
                
                216,570CASH,
      END OF PERIOD
                
                $
                4,137,450
                
                
                $
                923,481SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATIONInterest
      paid
                
                $
                219,212
                
                
                $
                6,678Taxes
      paid
                
                $
                12,000
                
                
                $
                -NON
      CASH INVESTING AND FINANCING ACTIVITIESAmortization
      of deferred compensation as share based compensation
                
                $
                23,088
                
                
                $
                21,732Issuance
      of common stock for services and settlement
                
                $
                142,500
                
                
                $
                -Issuance of common stock in payment of convertible promissory notes &
      accrued interest
                
                $
                32,490
                
                
                $
                -Issuance
      of common stock for dividends
                
                $
                7,473
                
                
                $
                -








The
accompanying notes are an integral part of the unaudited condensed consolidated
financial statements.









6





HEARTLAND, INC. AND
SUBSIDIARIES


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31,
2009










NOTE A
              BASIS OF
  PRESENTATION





The
accompanying unaudited consolidated financial statements have been prepared in
accordance with Regulation S-K promulgated by the Securities and Exchange
Commission and do not include all of the information and notes required by
generally accepted accounting principles in the United States for complete
financial statements.  In the opinion of management, these interim
financial statements include all adjustments, which include only normal
recurring adjustments, necessary in order to make the financial statements not
misleading.  The results of operations for such interim periods are
not necessarily indicative of results of operations for a full
year.  The unaudited consolidated financial statements should be read
in conjunction with the audited consolidated financial statements and notes
thereto of the Company and management’s discussion and analysis of financial
condition and results of operations included in the Company’s Annual Report for
the year ended December 31, 2008 as filed with the Securities and Exchange
Commission on Form 10-K.





The
balance sheet at December 31, 2008 has been derived from the audited financial
statement of that date, but does not include all of the information and notes
required by accounting principles generally accepted in United States of America
for complete financial statements.








NOTE B
              RECENT ACCOUNTING
    DEVELOPMENTS





During
September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
No. 157, Fair Value Measurements, which is effective for fiscal years beginning
after November 15, 2007, with earlier adoption encouraged. SFAS 157 defines fair
value, establishes a framework for measuring fair value in GAAP, and expands
disclosures about fair value measurements. In February 2008, the FASB issued
FASB Staff Position FAS 157-2, Effective Date of FASB Statement No. 157, which
delayed the effective date of SFAS 157 for all non-financial assets and
liabilities, except those that are recognized or disclosed at fair value in the
financial statements on a recurring basis, until January 1,
2009.   The Company adopted SFAS 157 on January 1, 2008, for all
financial assets and liabilities, but the implementation did not have a
significant impact on the Company’s financial position or results of
operations.  The Company has not yet determined the impact the
implementation of SFAS 157 will have on the Company’s non-financial assets and
liabilities which are not recognized or disclosed on a recurring
basis.  However, the Company does not anticipate that the full
adoption of SFAS 157 will significantly impact its consolidated financial
statements.








NOTE C
              COMMON
STOCK





During
the quarter ended March 31, 2009, the Company authorized the issuance of 947,149
shares of common stock. The issuance related to the following:








Description
                
                Quantity
                
                Closing
      Price DateStock
      Dividend
                
                
                28,377
                
                Monthly
      averageConversion
      of Debt & Related Interested
                
                
                32,410
                
                Set
      by note at $1/shareBoard
      Compensation
                
                
                136,362
                
                March
      15, 2009Employment
      Contract – Heartland Steel
                
                
                750,000
                
                Valued
      at $0.15/share947,149






7








HEARTLAND, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31,
2009








NOTE D
              EARNINGS PER
  SHARE





Basic
earnings per share assumes no dilution and is computed by dividing net income
available to common stockholders by the weighted average number of common shares
outstanding during each period. Diluted earnings per share reflect, in periods
in which they have a dilutive effect, the effect of common shares issuable upon
the exercise of stock options and warrants, using the treasury stock method of
computing such effects.





The
following table sets forth the computation of basic and diluted earnings per
share for the three months ended March 31:




2009
                
                
                2008Basic:Net
      income available to common
      stockholders
                
                $
                96,227
                
                
                $
                386,943Average
      shares outstanding
                
                
                43,005,489
                
                
                
                36,997,661Basic
      earnings per share
                
                $
                0.00
                
                
                $
                0.01Diluted:Net
      income available to common
      stockholders
                
                $
                96,227
                
                
                $
                (1,038,832
                )Average
      shares outstanding
                
                
                45,375,489
                
                
                
                39,997,661Basic
      earnings per share
                
                $
                0.00
                
                
                $
                0.01





NOTE E
              BUSINESS
SEGMENTS





The
consolidated financial statements include the accounts of Heartland, Inc.
(“Heartland”) and its wholly owned subsidiaries, Mound Technologies, Inc.
(“Mound”), Lee Oil Company, Inc. (“Lee Oil”), and Heartland Steel, Inc.
(“HS”).


All
significant intercompany accounts and transactions have been
eliminated.





The
following table reflects the Company’s segments at March 31,
2009:








Holding
                
                
                Oil
                
                
                Steel
                
                
                SteelCompany
                
                
                Distributor
                
                
                Fabricator
                
                
                Distributor(Heartland)
                
                
                (Lee
      Oil)
                
                
                (Mound)
                
                
                (HS)
                
                
                ConsolidatedRevenues
                
                $
                -
                
                
                $
                16,218,967
                
                
                $
                3,108,148
                
                
                $
                410,564
                
                
                $
                19,737,679Gross
      Margins
                
                
                -
                
                
                
                2,004,044
                
                
                
                649,049
                
                
                
                14,146
                
                
                
                2,667,239Income
      From OperationsBefore
      Income Taxes
                
                
                (365,323
                )
                
                
                165,700
                
                
                
                497,528
                
                
                
                (199,854
                )
                
                
                98,051Total
      Assets
                
                
                2,827,058
                
                
                
                12,259,905
                
                
                
                7,614,904
                
                
                
                972,635
                
                
                
                23,674,502










8








HEARTLAND, INC. AND
SUBSIDIARIES


NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31,
2009








NOTE F
              SUBSEQUENT
EVENT




The
Company executed an employment agreement with Thomas Miller, the current
President of Mound, as of April 1, 2009. This employment agreement called for
the issuance of 750,000 shares upon execution of the agreement and those shares
were issued on April 1, 2009.





On April
9, 2009, the Company entered into a $2 million construction note with a related
party bank for the construction of the future home of HS. Construction is
scheduled to begin in late May. The note bears interest of 7.75% and will be
converted into a long-term note once construction is completed (not to exceed
two years). At the time of conversion, the note will have a term of 20 years.
The note is collateralized by the building that is being
constructed.





NOTE G
              RECLASSIFICATIONS





Certain
amounts in the March 31, 2008 Financial Statements have been reclassified to
conform to the presentation used in the March 31, 2009 Financial
Statements.











9










ITEM
2.         MANAGEMENT’S DISCUSSION
AND ANALYSIS OR PLAN OF OERATION.





The
following discussion should be read in conjunction with the financial statements
included in this Form 10-Q.  The following discussion and analysis
provides certain information, which the Company’s management believes is
relevant to an assessment and understanding of the Company’s results of
operations and financial condition for the quarterly period ended March 31,
2009. The statements contained in this section that are not historical
facts are forward-looking statements (as such term is defined in the Private
Securities Litigation Reform Act of 1995) that involve risks and
uncertainties.  Such forward-looking statements may be identified by,
among other things, the use of forward-looking terminology such
as  “believes,” “expects,” “may,” “will,” should” or “anticipates” or
the negative thereof or other variations thereon or comparable terminology, or
by discussions of strategy that involve risks and uncertainties.  From
time to time, we or our representatives have made or may make forward-looking
statements, orally or in writing.  Such forward-looking statements may
be included in our various filings with the SEC, or press releases or oral
statements made by or with the approval of our authorized executive
officers.





These
forward-looking statements, such as statements regarding anticipated future
revenues, capital expenditures and other statements regarding matters that are
not historical facts, involve predictions.  Our actual results,
performance or achievements could differ materially from the results expressed
in, or implied by, these forward-looking statements.  We do not
undertake any obligation to publicly release any revisions to these
forward-looking statements or to reflect the occurrence of unanticipated
events.  Many important factors affect our ability to achieve our
objectives, including, among other things, technological and other developments
within a given field, intense and evolving competition, the lack of an
“established trading market” for our shares, and our ability to obtain
additional financing, as well as other risks detailed from time to time in our
public disclosure filings with the SEC.





Overview





The
Company currently manages its business as three operational segments and files
as a consolidated entity. Operating segments are defined as components of an
enterprise about which separate financial information is available that is
evaluated regularly by the chief operating decision makers. The three
operational segments we currently report are:





·
            Mound
      – Steel Fabrication – Primarily focused on the fabrication of metal
      products including structural steel, steel stairs and railings, bar
      joists, metal decks, and other miscellaneous steel
    products.


·
            Lee
      Oil – Oil Distribution – Primarily focused on the wholesale and retail
      distribution of petroleum products including those sold to the motoring
      public through our retail
locations.


·
            Heartland
      Steel – Wholesale Steel – This is a startup segment of the business that
      we are working to develop into full fledged service center for the
      distribution of steel products. This segment of the business will not be
      fully operational until later in the
year.








Results
of Operations





Three
Months ended March 31, 2009 as compared to the three months ended March 31,
2008





The main
differences between the results of operations from the first quarter of 2008 to
the first quarter of 2009 can be attributed primarily to the Lee Oil acquisition
that took place in the fourth quarter of 2008 and the startup of operations
relating to Heartland Steel. A further breakdown is provided in NOTE E –
BUSINESS SEGMENTS of the financial statements.





Revenues.Revenues increased for the three months ended March 31, 2009 to
$19,737,679 from $4,058,796 for the three months ended March 31,
2008.


10


Cost of Goods
Sold.Cost of Goods Sold increased for three months ended March 31, 2009
to $17,070,440 from $3,278,225 for the three months ended March 31,
2008.





Gross Profit.Gross Profits increased for three months ended March 31, 2009 to
$2,667,239 from $780,571 for the three months ended March 31,
2008.





Expenses.Expenses increased for three months ended March 31, 2009 to $2,426,286
from $380,357 for the three months ended March 31, 2008.





Net Operating
Income.Net Operating Income decreased for three months ended March 31,
2009 to $240,953 from $400,214 for the three months ended March 31,
2008.





Other (expense)
income.Other (expense) income increased for three months ended March 31,
2009 to $(142,902) from $1,542 for the three months ended March 31,
2008.  This was primarily attributable to the interest associated with
the acquisition of Lee Oil. Interest expense increased from $8,013 in the first
quarter of 2008 to $219,212 in the first quarter of 2009.





Net Income Before
income Taxes.Net Income before Income Taxes decreased for the three
months ended March 31, 2009 to $98,051 from $401,756 for the three months ended
March 31, 2008. This decrease is primarily attributable some costs associated
with the startup at Heartland Steel, additional interest expense,
and  a lower gross profit from the Mound
operations.





Liquidity and Capital
Resources







Sources of
Liquidity





As of
March 31, 2009, the Company had accumulated deficit of
$12,495,832.  As of December 31, 2008, the Company had accumulated
deficit of $12,599,401. The Company generated a profit in cash flow from
operating activities of $18,949 for the three months ended March 31,
2009.





The
Company generated a deficit from investing activities of $202,947 for the three
months ended March 31, 2009.  This deficit is primarily attributable
to the purchase of various property, plant, and equipment during the
quarter.





The
Company’s generated cash flow from financing activities of $219,756 for the
three months ended March 31, 2009.







Our
principal sources of liquidity would be cash on hand and the conversion of
accounts receivable into cash. We also believe cash provided from operating
activities will be a great source of liquidity going forward, but would seek
outside financing for any major expansion, betterment project, or possible
future acquisitions as these would be considered long term
projects.





As of
March 31, 2009, the Company believes that cash on hand, cash generated by
operations, and available bank borrowings will be sufficient to pay trade
creditors, operating expenses in the normal course of business, and meet all of
its bank and subordinate debt obligations for the next 12 to 24
months.





It is our
belief that our stock is currently undervalued and that we are better suited to
fund current projects through cash provided from operations and financing rather
than attempting to sell what we belief to be an undervalued asset and further
dilute the securities.





11







ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK







We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and, as such, are not required to provide the information under this
Item.





Item
4. Controls and Procedures





Evaluation
of Disclosure Controls and Procedures


With the
participation of the Chief Executive Officer (the principal executive officer)
and Chief Financial Officer (the principal financial officer); the Company’s
management has evaluated the effectiveness of the Company’s disclosure controls
and procedures (as defined in Rule 13a-15(e) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)), as of the end of the quarterly
period covered by this Quarterly Report on Form 10-Q. As of the end of the
period covered by this Report, we conducted an evaluation, under the supervision
and with the participation of our chief executive officer and chief financial
officer, of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934).
Based on this evaluation, our chief financial officer concluded that our
disclosure controls and procedures are not effective to ensure that information
required to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and
forms.    The ineffectiveness of our disclosure controls and
procedures is the result of certain deficiencies in internal controls
constituting  material weaknesses as discussed below. The material
weaknesses identified did not result in the restatement of any previously
reported financial statements or any other related financial disclosure, nor
does management believe that it had any effect on the accuracy of the Company's
financial statements for the current reporting period. We lack segregation
of duties in the period-end financial reporting process.  The Company has
historically had limited accounting and limited operating revenue and, as such,
all accounting and financial reporting operations have been and are currently
performed by one individual.  The party that performs the accounting and
financial reporting operations is the only individual with any significant
knowledge of generally accepted accounting principles. In addition, the
lack of additional staff with significant knowledge of generally accepted
accounting principles has resulted in ineffective oversight and
monitoring.




We lack segregation of
duties in the period-end financial reporting process.This lack of additional
accounting/auditing staff with significant knowledge of generally accepted
accounting principles in order to properly segregate duties could result in
ineffective oversight and monitoring and the possibility of a misstatement
within the financial statements.However, the material weaknesses
identified did not result in the restatement of any previously reported
financial statements or any other related financial disclosure, nor does
management believe that it had any effect on the accuracy of the Company's
financial statements for the current reporting
period.





The
Company is currently reviewing its policies and is evaluating its disclosure
controls and procedures so that it will be able to determine the changes it can
and should make to make such controls more effective.





Changes
in Internal Controls over Financial Reporting





There has
been no change in our internal control over financial reporting that occurred
during our last fiscal quarter that has materially affected, or is reasonably
likely to material affect, our internal control over financial
reporting.










PART
II.  OTHER INFORMATION








ITEM  1.     
LEGAL PROCEEDINGS





In the
normal course of our business, we and/or our subsidiaries are named as
defendants in suits filed in various state and federal courts. We believe that
none of the litigation matters in which we, or any of our subsidiaries, are
involved would have a material adverse effect on our consolidated financial
condition or operations.





There is
no past, pending or, to our knowledge, threatened litigation or administrative
action which has or is expected by our management to have a material effect upon
our business, financial condition or operations, including any litigation or
action involving our officers, directors, or other key personnel.






12





ITEM
1A. RISK FACTORS




We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and, as such, are not required to provide the information under this
Item.







ITEM  2.  
   UNREGISTER SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS





During
the quarter ended March 31, 2009, the Company authorized the issuance of 947,149
shares of common stock. A chart showing these issuances is detailed in Note C of
the financial statements.





On April
1, 2009, the Company issued 750,000 shares of stock relating to the employment
agreement as described in Note F of the financial statements.





No other
unregistered sales of equity securities have taken place since the first
quarter.





The
shares were issued pursuant to an exemption under Section 4(2) of the Securities
Act of 1933, as amended.





ITEM  3.     
DEFAULTS UPON SENIOR SECURITIES





None





ITEM  4.  SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS





None





ITEM  5.  OTHER
INFORMATION





None





ITEM  6.  EXHIBITS
AND REPORTS ON FORM 8-K







Exhibit
      31.1
            
            Certification of
      Terry L. Lee, Chief Executive Officer & Chairman of the
  BoardExhibit
    31.2
            
            Certification of
      Mitchell L Cox, CPA, Chief Financial OfficerExhibit
    32.1
            
            Certification of
      Terry L. Lee, Chief Executive Officer& Chairman of the
  BoardExhibit
      32.2
            
            Certification of
      Mitchell L. Cox, CPA, Chief Financial
Officer







13














SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





HEARTLAND,
      INC.(Registrant)Date:
      May 14, 2009
                  
                  By:
      /s/ Terry L. LeeTerry
      L. LeeChief
      Executive Officer andChairman
      of the Board(Duly
      Authorized Officer)Date:
      May 14, 2009
                  
                  By:
      /s/ Mitchell L. Cox, CPAMitchell
      L. CoxChief
      Financial Officer(Principal
      Financialand
      Accounting Officer)