UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.20549








AMENDMENT NO. 1 TO THE


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 June 30, 2011





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 jurisdiction

of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)





1005 N. 19 th Street


Middlesboro, KY  40965


( 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  oNon 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 o No 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 July 22, 2011, there were 36,353,648 shares of common stock, $0.001 par value per share, outstanding.








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EXPLANATORY NOTE





This Form 10-Q/A is being filed to amend the Quarterly Report of  Heartland, Inc.  (the “Company”) on Form 10-Q for the quarter ended June 30, 2011   filed with the Securities & Exchange Commission on August 15, 2011 (“Original Filing”).  Specifically, the Company is filing this Amendment solely to amend Item 4. Controls and Procedures.
 
 We have not updated the information contained herein for events occurring subsequent to the filing date of the Original Filing.  No other information in the Original Filing is amended hereby.   This Amendment should be read in conjunction with the Original Filing and our filings made with the SEC subsequent to the Original Filing.








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Item 4. Controls and Procedures





(a)Evaluation of Disclosure Controls and Procedures





Our principal executive and principal financial officers have evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a – 15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report.  They have concluded that, based on such evaluation, our disclosure controls and procedures were not effective as ofJune 30, 2011.





(b) Management’s Annual Report on Internal Control Over Financial Reporting





Overview





Internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) refers to the process designed by, or under the supervision of, our principal executive officer and principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America.  Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.





Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.  Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.  Internal control over financial reporting also can be circumvented by collusion or improper management override.  Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.  However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.





Management has used the framework set forth in the report entitled “Internal Control -- Integrated Framework” published by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting.  Management has determined that, as of theJune 30, 2011 measurement date, there were material weaknesses in both the design and effectiveness of our internal control over financial reporting.  A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.





During the quarter endedJune 30, 2011, certain elements of the internal control system that may prevent the possibility of a misstatement being prevented or detected on a timely basis were found to be missing. These elements related principally to the segregation of duties and oversight in the financial reporting.  In order to remedy this material weakness, which still existed as of the end of the period covered by this report, the Company will be required to hire additional accounting personnel.  As a the Company presently does not have the resources to engage new personnel, management will continue to monitor the identified material weakness and take the necessary steps to mitigate the possible impact on the Company’s financial statements.





Management’s Assessment





Management believes, based on this evaluation, that the Company’s internal control over financial reporting was not effective as ofJune 30, 2011.





(c) Changes in Internal Control over Financial Reporting





There have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. These conclusions were communicated to the Audit Committee.





ITEM  6.  EXHIBITS





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







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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: November 3, 2011

By: /s/ Terry L. LeeTerry L. LeeChief Executive Officer andChairman of the Board(Principal Executive Officer)Date: November 3, 2011

By: /s/ Mitchell L. Cox, CPAMitchell L. CoxChief Financial Officer(Principal Financialand Accounting Officer)