UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

     [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
          ACT OF 1934

          For the Quarterly Period Ended September 30, 2003

     [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For the transition period from _________ to _________

                        Commission File Number: 000-27045

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

                 Maryland                                    36-4286069
      --------------------------------                    -------------------
     (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                     Identification Number)


                   25 Mound Park Drive, Springboro, Ohio 45066
 -------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (937) 748-4217
                           --------------------------
                           (Issuer's telephone number)

                          INTERNATIONAL WIRELESS, INC.
               ---------------------------------------------------
              (Former    name, former address and former fiscal year, if changed
                         since last report.)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 [ ]

As of August 24,  2004,  the  Company  had  14,664,109  issued,  and  13,977,299
outstanding shares of its $.001 par value common stock.

Transitional Small Business Disclosure Format:  Yes [ ]   No [X]

Documents incorporated by reference:  None.

<PAGE>

                          INTERNATIONAL WIRELESS, INC.

                                      INDEX

PART  I.  FINANCIAL  INFORMATION

     Item 1. Consolidated Financial Statements

          Consolidated  Balance Sheet (Unaudited) - June 30, 2004.

          Consolidated  Statement  of  Operations  (Unaudited)  - For the  Three
          Months Ended June 30, 2004 and Six Months Ended June 30, 2004.

          Consolidated  Statements  of Cash  Flows  (Unaudited)  - For the Three
          Months Ended June 30, 2004 and Six Months Ended June 30, 2004.

          Notes to Unaudited Condensed Financial Statements.

     Item  2.  Management's Discussion and Analysis or Plan of Operation


PART  II.  OTHER INFORMATION

     Item  1.  Legal Proceedings

     Item  2.  Changes in Securities and Use of Proceeds

     Item  3.  Defaults Upon Senior Securities

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

     Item  5.  Other Information

     Item  6.  Exhibits and Reports on Form 8-K


SIGNATURES

                                        2
<PAGE>

<TABLE>
<CAPTION>
ITEM 1. FINANCIAL STATEMENTS


                        HEARTLAND, INC. AND SUBSIDIARIES
                     (Formerly International Wireless, Inc.)

                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                  June 30, 2004


                                     ASSETS

CURRENT ASSETS
<S>                                                                  <C>
   Cash                                                              $   46,233
   Marketable Securities                                                  3,020
   Accounts receivable,                                                 941,726
   Inventory                                                            801,806
   Prepaid expenses                                                       1,000
                                                                     ----------

          Total Current Assets                                        1,793,785

PROPERTY AND EQUIPMENT, net of depreciation                           2,131,673
GOODWILL                                                                586,056
                                                                     ----------
                                                                      $4,511,514
                                                                     ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Current portion of long-term debt                                 $   33,103
   Accounts payable                                                   1,519,094
   Notes payable to related party                                       543,000
   Accrued payroll taxes                                                527,207
   Accrued payroll                                                       96,892
   Notes payable to vendors                                             130,000
   Accrued expenses                                                     186,113
                                                                     ----------

         Total Current Liabilities                                    3,035,409

LONG-TERM DEBT                                                          676,549

STOCKHOLDERS' EQUITY
   Preferred stock $0.01 par value, 5,000,000
       shares authorized, non issued and outstanding
   Common stock $0.001 par value, 100,000,000
      shares authorized, 14,164,106  issued and
      outstanding at June 30, 2004                                       14,164
   Paid-in-capital                                                    1,193,905
   Retained deficit                                                    (408,513)
                                                                     ----------
   Stockholders' deficit                                                799,556
                                                                     ----------

                                                                      $4,511,514
                                                                     ==========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        3
<PAGE>
<TABLE>
<CAPTION>
                        HEARTLAND, INC. AND SUBSIDIARIES
                     (Formerly International Wireless, Inc.)

                CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)


                                                Three Months        Six Months
                                                   Ended               Ended
                                                June 30, 2004      June 30, 2004
                                                -------------      -------------
<S>                                              <C>                <C>
NET SALES                                        $1,673,258         $3,493,249

COSTS AND EXPENSES
   Cost of goods sold                             1,511,555          2,875,016
   Selling, general and administrative              127,658            347,957
   Stock based compensation                           6,188              6,188
   Depreciation                                       2,749             30,667
                                                 ----------         ----------

          Total Costs and Expenses                1,648,150          3,259,828
                                                 ----------         ----------

NET OPERATING INCOME                                 25,108            233,421

OTHER INCOME (EXPENSE)
   Rental income                                     38,569             97,781
   Interest income                                      439                439
   Interest expense                                 (12,323)           (21,332)
   Loss on disposal of equipment                     (2,489)            (2,489)
                                                 ----------         ----------

          Total Other Income                         24,196             74,399
                                                 ----------         ----------

NET INCOME                                       $   49,304         $  307,820
                                                 ==========         ==========

NET INCOME PER COMMON SHARE
   (Basic and diluted)                           $    0.004         $     0.02
                                                 ==========         ==========
WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING                                   13,572,710         13,505,322
                                                 ==========         ==========
</TABLE>

                  Comparable  data for the three and six  months  ended June 30,
                      2003 is not available.

          See accompanying notes to consolidated financial statements.

                                        4
<PAGE>
<TABLE>
                        HEARTLAND, INC. AND SUBSIDIARIES
                     (Formerly International Wireless, Inc.)

                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)


                                                              Three Months       Six Months
                                                                  Ended            Ended
                                                              June 30, 2004    June 30, 2004
                                                              -------------    -------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                             <C>               <C>
   Net income                                                   $ 49,304          $307,820
   Adjustments to reconcile net loss to net cash provided
       by operating activities:
     Depreciation                                                  2,749            30,667
     Loss on deposit of equipment                                  2,489             2,489
       Stock based compensation                                    6,188             6,188
  Changes in operating assets and liabilities:
     Accounts receivable                                         132,357           178,456
     Inventory                                                    72,732          (182,614)
     Accounts payable                                           (255,561)          (23,204)
     Accrued payroll taxes                                        (1,426)          (71,251)
     Billings in excess of cost                                  (18,908)         (156,507)
     Accrued payroll                                                 -             (14,750)
     Notes payable to vendors                                    (78,479)         (210,000)
     Accrued expenses                                            (20,993)           (5,243)
                                                                --------          --------

         Net Cash Used in Operating Activities                  (109,548)         (137,949)
                                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES
   Loan proceeds                                                  19,118            19,118
   Loan repayments                                               (14,066)          (34,359)
   Additional capital investments                                152,500           197,500
                                                                --------          --------

          Net Cash Provided by Financing Activities              157,552           182,259
                                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES
   Payments for property and equipment                            (3,000)           (3,000)
                                                                --------          --------

NET INCREASE IN CASH                                              45,004            41,310
CASH BEGINNING OF PERIOD                                           1,229             4,923
                                                                --------          --------
CASH  END OF PERIOD                                             $ 46,233          $ 46,233
                                                                ========          ========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        5
<PAGE>
                        HEARTLAND, INC. AND SUBSIDIARIES
                     (Formerly International Wireless, Inc.)

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE A - BASIS OF PRESENTATION

          The accompanying condensed consolidated financial statements have been
          prepared in accordance with generally accepted  accounting  principles
          for interim financial  information.  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
          accruals)   considered  necessary  in  order  to  make  the  financial
          statements  not misleading  have been included.  Results for the three
          and six months ended June 30, 2004 are not  necessarily  indicative of
          the results  that may be expected  for the year  ending  December  31,
          2004. For further  information,  refer to the financial statements and
          footnotes  thereto included in the Heartland,  Inc. and  Subsidiaries'
          annual report on Form 10-KSB for the year ended  December 31, 2003 and
          its Form 8K-A filed on June 1, 2004 with the  Securities  and Exchange
          Commission.

NOTE B - ACQUISITION OF MOUND TECHNOLOGIES

          On December  15,  2003,  the Company  acquired  100% of the issued and
          outstanding  stock  of  Mound  Technologies,  Inc.  ("Mound")  for  an
          aggregate  purchase price of 1,256,000  shares of the Company's common
          stock to be  issued to the  stockholders  of  Mound.  Mound,  a Nevada
          corporation,   is  a   steel   fabricator   meeting   industrial   and
          architectural  standards for commercial buildings.  The acquisition is
          being  accounted  for as a  purchase  under  SFAS  No.  141,  Business
          Combinations. Since the acquisition occurred on December 15, 2003, the
          results of  operations  were not  included  in the  December  31, 2003
          financial  statements  since the  period of  inclusion  was not deemed
          significant.  However,  effective  January  1,  2004,  the  results of
          operations for the three and six months ended June 30, 2004, have been
          included.

<TABLE>
<CAPTION>
          The allocation of the purchase price was as follows:
          <S>                                                                <C>
          Value of 1,256,000 shares of common stock at $0.01 per share       $   12,560
                                                                             ==========
          Fair value of net assets allowed as follows:
          Cash                                                               $    4,923
          Marketable securities                                                   3,020
          Accounts receivable                                                 1,120,182
          Inventory                                                             619,192
          Equipment                                                             982,502
          Deposits                                                                1,000
          Liabilities assumed                                                (3,304,315)
          Goodwill                                                              586,056
                                                                             ----------

                                                                             $   12,560
                                                                             ==========
</TABLE>

NOTE C - STOCKHOLDERS' EQUITY

          The Company  authorized the issuance of 322,098 shares as a correction
          of  previously  issued shares in  connection  with the reverse  merger
          which occurred in December 2003.

          On June 14,  2004,  the company  issued  245,500  shares for  property
          contributed to the Company having a fair market value of $980,000. The
          shares were issued at a price of $4.00 per share.

          On March 4, 2004, the company issued 123,750 shares in connection with
          the settlement of a lawsuit against the company.

          On June 30, 2004, the company  approved the issuance of 395,000 shares
          of its common stock for capital contributed by investors at a price of
          $0.50 per share.

                                        6
<PAGE>
                        HEARTLAND, INC. AND SUBSIDIARIES
                     (Formerly International Wireless, Inc.)

          NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (CONTINUED)


NOTE D - LITIGATION

          On November  20, 2001, a judgment in the amount of $10,497 was entered
          against  the Company  and Omar A.  Rizvi,  the former  Chairman of the
          Board of  Directors  of Origin (a  predecessor  company of  Heartland,
          Inc.),  by the Labor  Commissioner in the State of California for past
          wages, interest and penalties owed to a former employee of the Company
          who claimed to have performed  paralegal and  bookkeeping  services in
          California for Origin. To date, this judgment has not been paid.

          On February  20, 2003, a judgment in the amount of $28,750 was entered
          against the Company  for unpaid rent on behalf of Graham  Paxton,  the
          former  President  and CEO of the  Company  as  part  of his  employee
          benefit plan.

          On March 11, 2003, the Company received notice from Omar A. Rizvi, the
          former  Chairman of the Board of Origin,  claiming  breach of contract
          for failure to deliver to him 100,000 shares for professional services
          allegedly performed on behalf of the Company and wrongful cancellation
          of additional  warrants to purchase  200,000  shares of  International
          Wireless, Inc. for which he claimed damages. No suit has been filed to
          date  and the  Company  believes  that if  such a suit is  filed,  the
          Company has a good defense and proper grounds for a counter-suit.

          On March 20,  2003,  a judgment  in the  amount of $2,000 was  entered
          against the Company By Beyond  Words  Communication,  Inc.  for unpaid
          marketing services rendered to the company.

          On March 31,  2003,  a judgment  in the amount of  $99,089,  including
          $50,000  security  deposit  replenishment,  was  entered  against  the
          company  for  breach  of  contract  for  non-payment  of  rent  on the
          company's  office  facility in Woburn,  Massachusetts.  The company is
          contingently  liable for the balance of this lease in the total amount
          of $428,000 through the lease expiration date of July 31, 2005.

          In May  2003,  certain  former  employees  filed  complaints  with the
          Commonwealth of  Massachusetts  Attorney  General's  office for unpaid
          salaries and accrued  vacation  pay. The Company's  records  reflect a
          liability of  approximately  $73,000 for back fees, gross salaries and
          accrued  vacation.  Potential  severance pay due to these employees in
          accordance  with  their  employment  agreement  totals  an  additional
          $186,350 which the Company believes is not due.

          In April 2004,  a judgment was obtained  against  Mound  Technologies,
          Inc.,  a newly  acquired  subsidiary,  in the amount of  $175,000 by a
          vendor.  The Company has recently  negotiated  a settlement  agreement
          with payment of a reduced amount due by July 12, 2004.

          Mound  Technologies,  Inc., a wholly owned  subsidiary of the Company,
          leases  its   manufacturing   facility  from  Mound   Properties,   an
          organization  owned by the President of Mound  Technologies,  Inc. The
          financial  institution,  which has a  mortgage  on the  property,  has
          obtained  a  judgment  on  the   property  and  the  owners  of  Mound
          Technologies,   Inc.  Should  the  financial   institution   institute
          foreclosure  procedures,  the Company  may be forced to  relocate  its
          manufacturing  facility.  To date, the financial  institution  has not
          instituted  foreclosure  procedures  and the  Company is working  with
          Mound Properties to refinance the mortgage.

                                        7
<PAGE>
ITEM  2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Cautionary   Statement  Pursuant  to  Safe  Harbor  Provisions  of  the  Private
Securities Litigation Reform Act of 1995:

This  Quarterly  Report on Form 10-QSB for the  quarterly  period ended June 30,
2004  contains  "forward-looking"  statements  within the meaning of the Federal
securities  laws.  These  forward-looking   statements  include,  among  others,
statements concerning the Company's  expectations  regarding sales trends, gross
and  net  operating  margin  trends,   political  and  economic   matters,   the
availability of equity capital to fund the Company's capital  requirements,  and
other  statements  of  expectations,   beliefs,  future  plans  and  strategies,
anticipated  events or trends, and similar  expressions  concerning matters that
are not  historical  facts.  The  forward-looking  statements in this  Quarterly
Report on Form 10-QSB for the  quarterly  period ended June 30, 2004 are subject
to risks and uncertainties  that could cause actual results to differ materially
from those results expressed in or implied by the statements contained herein.

The interim  financial  statements have been prepared by Heartland,  Inc. and in
the opinion of management,  reflect all material adjustments which are necessary
to a fair  statement  of results for the interim  periods  presented,  including
normal recurring adjustments.  Certain information and footnote disclosures made
in the most recent annual  financial  statements  included in the Company's Form
10-KSB for the year ended December 31, 2003,  have been condensed or omitted for
the interim  statements.  It is the  Company's  opinion  that,  when the interim
statements  are  read in  conjunction  with  the  December  31,  2003  financial
statements,  the disclosures are adequate to make the information  presented not
misleading.  The results of operations  for the three months ended June 30, 2004
and for the six months ended June 30, 2004 are not necessarily indicative of the
operating results for the full fiscal year.

(A) THE COMPANY

     The Company was  incorporated  in the State of Maryland on April 6, 1999 as
Origin  Investment  Group, Inc. On December 27, 2001, the Company went through a
reverse merger with International  Wireless, Inc. Thereafter on January 2, 2002,
the  Company  changed its name from Origin to  International  Wireless,  Inc. On
December 1, 2003,  the Company  went  through  another  reverse  merger with PMI
Wireless,  Inc.  Thereafter on June 14, 2004, the Company  changed its name from
International Wireless, Inc. to Heartland, Inc.

     The  Company  was  originally  formed  as  a   non-diversified   closed-end
management investment company, as those terms are used in the Investment Company
Act of 1940 ("1940 Act").  The Company at that time elected to be regulated as a
business development company under the 1940 Act. The 1940 Act defines a business
development company (a "BDC") as a closed-end management investment company that
provides small businesses that qualify as an "eligible  portfolio  company" with
investment capital and also significant managerial assistance. A BDC is required
under the 1940 Act to invest  at least  70% of its total  assets in  "qualifying
assets" consisting of (a) "eligible portfolio  companies" as defined in the 1940
Act and (b) certain other assets including cash and cash equivalents.

     The Company's original  investment  strategy had been, since inception,  to
invest in a diverse  portfolio of private  companies  that in some way build the
Internet  infrastructure  by offering  hardware,  software and/or services which
enhance the use of the Internet. Prior to it's reverse merger with International
Wireless,  the Company identified two eligible portfolio  companies within which
they entered into agreements to acquire  interests  within such companies and to
further invest  capital in these  companies to further  develop their  business.
However, on each occasion and prior to each closing, the Company was either

                                        8
<PAGE>

unable to raise  sufficient  capital to consummate the transaction or discovered
information which modified its understanding of the eligible portfolio company's
financial  status to such an extent where it was  unadvisable for it to continue
and consummate the transaction. During the 2002 fiscal year, the Company entered
into a  definitive  share  exchange  agreement  and  investment  agreement  with
Vivocom,  Inc., a San Jose, California based software company that had developed
a proprietary all media  switching  system which enables all forms of data to be
sent over a single IP channel.  The Company  intended on  investing a minimum of
three million two hundred and fifty thousand dollars ($3,250,000) within Vivocom
over several  months.  Due to the Company's  inability to raise this money,  the
share exchange never took place and the agreement terminated.

     On December 7, 2001, the Company held a special meeting of its shareholders
in  accordance  with a filed  Form  DEF 14A  with the  Securities  and  Exchange
Commission  whereby the shareholders voted on withdrawing the Company from being
regulated as a business  development company and thereby no longer be subject to
the Investment Company Act of 1940 and to effect a one-for-nine reverse split of
its total issued and outstanding  common stock. On December 14, 2001 the Company
filed  a Form  N-54C  with  the  Securities  and  Exchange  Commission  formally
notifying its withdrawal from being regulated as a business development company.
The purpose of the withdrawal of the Company from being  regulated as a business
development  company and the one-for-nine  reverse split of its total issued and
outstanding  common  stock was to allow the  Company to merge  with a  potential
business in the future. By withdrawing from its status as a business development
company, the Company chose to be treated as a publicly traded "C" corporation.

     On December 27, 2001,  the Company went through a reverse merger whereby it
acquired all the outstanding  shares of International  Wireless.  Under the said
reverse  merger,  the former  Shareholders  of  International  Wireless ended up
owning a 88.61%  interest in the  Company.  Thereafter  on January 2, 2002,  the
Company  changed  its  name  from  Origin  to our  current  name,  International
Wireless, Inc.

     From December 27, 2001 through June 2003, the Company  attempted to develop
its bar code  technology  and bring it to market.  To that  extent,  the Company
moved  its  operations  to  Woburn,   Massachusetts,   hired  numerous  computer
programmers,  developers and sales people in addition to support  staff.  Due to
the Company's inability to raise sufficient  capital,  the Company was unable to
pay  current  operating  expenses  and by June,  2003 shut  down its  operations
entirely.

     On August  29,  2003,  a change  in  control  of the  Company  occurred  in
conjunction  with naming  Attorney Jerry Gruenbaum of First Union Venture Group,
LLC as attorney of record for the purpose of overseeing  the proper  disposition
of  the  Company  and  its  remaining   assets  and  liabilities  by  any  means
appropriate,  including  settling any and all  liabilities to the U.S.  Internal
Revenue Service and the Commonwealth of Massachusetts' Attorney General's office
for unpaid wages.

     In conjunction  with naming Attorney Jerry Gruenbaum of First Union Venture
Group,  LLC as  attorney  of record  for the  purpose of  overseeing  the proper
disposition of the Company and its remaining assets and liabilities, the Company
issued First Union  Venture  Group,  LLC, a Nevada  Limited  Liability  Company,
Thirty  Million  (30,000,000)  newly issued common shares as  consideration  for
their  services.  In  addition,  the Company  canceled  any and all  outstanding
options,  warrants, and/or debentures not exercised to date. The Company further
nullified any and all salaries,  bonuses,  and benefits including  severance pay
and accrued salaries to Stanley A. Young and Michael Dewar.

                                        9
<PAGE>

     On  November  12,  2003,  the  Company  approved  the  spin-off  of the two
subsidiaries  of the Company and any and all  remaining  assets of the  Company,
including any intellectual  property, to enable the Company to pursue a suitable
merger candidate.  In addition,  the Company approved a 30 to 1 reverse split of
all existing outstanding common shares of the Company.

     On November 15, 2003, a change in control of the Company  occurred  whereby
the Company entered into an Acquisition Agreement to acquire one hundred percent
(100%) of PMI Wireless, Inc., a Delaware corporation with corporate headquarters
located in Cordova, Tennessee. The acquisition, in the form of a reverse merger,
took place on December  1, 2003 for the  aggregate  consideration  of $50,000 in
cash,  all of which  was  paid to the  U.S.  Internal  Revenue  Service  for the
Company's prior  obligations,  plus assumption of the Company's  existing debts,
for 9,938,466 newly issued common shares of the Company.

     On December 10, 2003, the Company entered into an Acquisition  Agreement to
acquire one hundred  percent (100%) of Mound  Technologies,  Inc.  ("Mound"),  a
Nevada corporation with its corporate headquarters located in Springboro,  Ohio.
The acquisition was a stock for stock exchange in which the Company acquired all
of the issued and  outstanding  common stock of Mound in exchange for  1,256,000
newly issued shares of its common stock. As a result of this transaction,  Mound
became a wholly owned subsidiary of the Company.

(B) BUSINESS OF THE ISSUER

     The Company is in the early stages of business formation and operation.  In
its  present  form,  the  Company's  mission is to become a leading  diversified
company with business  interests in well established  service  organizations and
capital goods manufacturing companies. The Company plans to successfully grow by
acquiring companies with historically profitable results, strong balance sheets,
high profit margins, and solid management teams in place. By providing access to
financial  markets,  expanded  marketing  opportunities  and  operating  expense
efficiencies,  the Company  expects to become the  facilitator for future growth
and higher long-term profits. In the process, the Company expects to develop new
synergies  among the  acquired  companies,  which  should allow for greater cost
effectiveness  and  efficiencies,  and thus further  enhancing  each  individual
company's strengths.  To date, the Company has completed company acquisitions in
the wireless technology, steel fabrication and heavy machinery industries.

     (1) PMI WIRELESS, INC.

     PMI  Wireless,  Inc. is an emerging  technology  company,  incorporated  in
September  2003,  which plans to deliver  Customer  Premise  Equipment (CPE) for
Broadband  Wireless  Access  Systems in the ISM,  WLL,  MMDS and UNII  frequency
bands.  PMI  expects to provide a reduction  of  build-out  costs for  Broadband
Wireless  Access Systems while  accelerating  the speed of deployment.  PMI also
expects to deliver  next-generation  wireless  services  that  support  expanded
coverage,  seamless global roaming, higher voice quality,  high-speed data and a
full range of broadband multimedia services,  including full motion video, video
conferencing,  and high-speed Internet access.  Additional services are expected
to include on-demand medical imaging, real-time road maps, and anytime, anywhere
video conferencing.

                                       10
<PAGE>

     PMI is also a licensed  reseller for Turbowave,  Inc.  Turbowave  develops,
manufactures,  and markets certain hardware, software, and related materials for
use with certain personal computers,  wireline and wireless devices. PMI expects
to utilize the Turbowave  manufactured  products in developing and marketing its
products and services.

     To date, PMI has not produced or sold any products or services.

     (2) MOUND TECHNOLOGIES, INC.

     Mound was incorporated in the state of Nevada in November of 2002, with its
corporate offices located in Springboro, Ohio. Mound is actively involved in the
fabricated  metals  industry  as  well as  property  management.  This  business
includes two divisions and Freedom Products of Ohio ("Freedom"),  a wholly owned
subsidiary.

     The Steel  Fabrication  Division  is  located  in  Springboro,  Ohio.  This
division is a full service  structural and miscellaneous  steel  fabricator.  It
also manufactures  steel stairs and railings,  both industrial and architectural
quality.  The  present  capacity  of the  facility  is  6000  tons  per  year of
structural and  miscellaneous  steel. This division had been previously known as
Mound Steel Corporation which was started at the same location in 1964.

     The Property Management Division is also located in Springboro,  Ohio. This
division  presently owns two properties and manages three other properties,  all
in Ohio,  which  includes  37,000  square feet of light and heavy  manufacturing
buildings  on  approximately  6 acres.  An  additional  33  acres of  industrial
property is managed but not owned, all in Ohio.

     Freedom  is a  wholly  owned  subsidiary  of  Mound.  Freedom  manufactures
products  for the heavy  machinery  industry  and has the ability to do complete
assembly  and testing if  required.  This  includes  machine  bases,  breeching,
pollution  control abatement  fabrications and material  handling  fabrications.
Freedom has the capacity to fabricate  weldments  and  assemblies  up to 50 tons
total weight. Freedom is located in Middletown, Ohio.

     (3) STEEL FABRICATION DIVISION:

     The Steel  Fabrication  Division  is  focused on the  fabrication  of metal
products.  This Division produces structural steel,  miscellaneous metals, steel
stairs,  railings,  bar  joists,  metal  decks and the  erection  thereof.  This
Division produced net sales of $4.4 million in 2003.

     The State of Ohio is the  second  largest  producing  state for  fabricated
metal products in the country.  The fabricated metal component of the Ohio Gross
State Product was $8.995 million for 2001.  Over the past three years,  from the
first  quarter of 2001 to the first quarter of 2003,  the economic  downturn has
hit this  manufacturing  segment hard. A substantial number of factory jobs have
been lost in this Division's  operating region.  During this time, nearly 60% of
the  durable  goods  manufacturers  were  concentrated  in these two  struggling
industries - fabricated metal and machinery manufacturing. Along with the

                                       11
<PAGE>

economic manufacturing downturn, intense competition from China also contributed
to the challenging economic climate of this industry.  With the economy emerging
out of its  doldrums  in late 2003,  coupled  with steel  tariffs  being  ended,
business  prospects for the metal  fabrication  industry have improved.  For the
first  quarter of 2004,  this  Division has  approximately  $3,300,000  in order
backlog.

     This  Division's  customers are typically U.S. based companies that require
large structural steel fabrication,  with needs such as building additions,  new
non-residential  construction,  etc.  Customers are typically  located  within a
one-day drive from the Company's facilities. The Company is able to reach 70% of
the U.S. population,  yielding a significant  potential customer base. Marketing
of our products is done by  advertising in industry  directories,  word-of-mouth
from existing  customers,  and by the dedicated  efforts of in-house sales staff
monitoring  business  developments  opportunities  within the Company's  region.
Large clients typically work with the Company on a continual basis for all their
fabricated metal needs.

     Competition overall in the U.S. steel fabrication industry has been reduced
by approximately 50% over the last few years due to economic  conditions leading
to the lack of sustained work. The number of regional  competitors has gone from
ten down to three over the past five years.  Larger  substantial  work  projects
have  declined  dramatically  with  the  downturn  in  the  economy.  Given  the
geographical  operating  territory of the Company,  foreign competition is not a
major  factor.  In addition to  competition,  steel pricing  represents  another
significant  challenge.  The cost of steel,  our highest  input  cost,  has seen
significant increases in recent years. The Company will manage this challenge by
stockpiling the most common steel  component  products and  incorporating  price
increases in job pricing as deemed appropriate.

                           PART II. OTHER INFORMATION

ITEM  1.  LEGAL PROCEEDINGS
          ------------------

     On  November  20,  2001 a judgment  in the amount of  $10,497  was  entered
against  the  Company,  and Omar A. Rizvi,  the former  Chairman of the Board of
Directors of Origin,  by the Labor  Commissioner  in the State of California for
past wages,  interest and penalties owed to a former employee of the Company who
alleged to have performed  paralegal and bookkeeping  services in California for
Origin. To date the judgment has not been paid.

     On  February  20,  2003 a judgment  in the amount of  $28,750  was  entered
against  the  Company  for unpaid  rent on behalf of Graham  Paxton,  the former
President  and CEO of the Company as part of his employee  benefit plan. To date
the judgment has not been paid.

     On March 20, 2003 a judgment  in the amount of $2,000 was  entered  against
the Company by Beyond  Words  Communication,  Inc.  for prior  unpaid  marketing
services rendered to the Company. To date the judgment has not been paid.

                                       12
<PAGE>

     On March 31, 2003 a judgment  in the amount of $99,090 was entered  against
the  Company for breach of  contract  for non  payment of rent on the  Company's
former office  facility in Woburn,  Massachusetts.  To date the judgment has not
been paid. The company is  contingently  liable for the balance of this lease in
the total amount of $428,000 through the lease expiration date of July 31, 2005.

     In  May,  2003  certain  former   employees   filed   complaints  with  the
Commonwealth of Massachusetts  Attorney General's office for unpaid salaries and
accrued vacation pay. In accordance with Company's  records,  the Company owes a
total of  approximately  $73,000  for back  fees,  gross  salaries  and  accrued
vacation.  From its records,  which the employees dispute,  the Company owes the
following  to  individuals  who filed a complaint  with the  Attorney  General's
Office:
<TABLE>
<S>                                <C>
Thomas C. Antognini                $12,273.03
John Poupolo                       $14,344.44
James K. Levinger                  $11,454.31
Tom Gosselin                       $ 5,332.40
                                   ----------
   Total                           $41,404.18
                                   ==========
</TABLE>

     In April 2004, a judgment was obtained against Mound Technologies,  Inc., a
newly acquired  subsidiary,  in the amount of $175,000 by a vendor.  The Company
has recently negotiated a settlement  agreement with payment of a reduced amount
due by July 12, 2004.

     Mound Technologies,  Inc., a wholly owned subsidiary of the Company, leases
its manufacturing  facility from Mound Properties,  an organization owned by the
President of Mound  Technologies,  Inc. The financial  institution,  which has a
mortgage on the property, has obtained a judgment on the property and the owners
of  Mound  Technologies,   Inc.  Should  the  financial   institution  institute
foreclosure procedures,  the Company may be forced to relocate its manufacturing
facility. The Company is working on acquiring the manufacturing  facilities from
Mound Properties.  On August 24, 2004 the Company,  received a commitment letter
from a lending institution for up to $1,300,000 to acquire said properties.  The
Company  is  working  with the  financial  institution  that  currently  has the
mortgage on said properties to close this transaction in the very near future.

     Other than the matters  above,  there is no other past,  pending or, to the
Company's knowledge, threatened litigation or administrative action which has or
is  expected  by the  Company's  management  to have a material  effect upon our
Company's business, financial condition or operations,  including any litigation
or action involving our Company's officers, directors, or other key personnel.


ITEM  2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
          -----------------------------------------

     The Company has entered into agreements to acquire four commercial  parcels
of real estate for newly issued stock of the Company.  The first parcel  located
at 109 Industrial  Drive,  Ripley,  Tennessee,  consisted of 31,000 + sq. ft. of
commercial  property on 6 acres for which the Company will be paying $650,000.00
by  assuming  $155,000.00  of  existing  first loan,  plus issue  123,750  newly
restricted shares of the Company.  The second parcel located at 306 Demers, East
Grand Forks,  Minnesota,  consists of commercial retail and residential facility
valued at around $365,000.00.  The third parcel located at Walle Township, Grand
Forks County,  North Dakota  consists of 2.75 acres with frontage on 21st Street
SE which has been  appraised  for  $60,000.00.  The  fourth  parcel  located  at
Edgewood  Estates,  Addition to City Grand Forks,  North Dakota  consists of 2.7
acres with frontage on Belmont Road which has been appraised for $60,000.00. The
Registrant has agreed to pay 121,750 newly  restricted  shares of the Registrant
for the Minnesota and North Dakota properties.


ITEM  3.  DEFAULTS UPON SENIOR SECURITIES
          -------------------------------

None


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

     A  Special  Meeting  of the  Shareholders  of the  Company  was held at the
Company's  corporate office at 25 Mound Park Drive,  Springboro,  Ohio 45066, on
the 11th day of June, 2004 at 10 o'clock A.M. pursuant to call to meeting by the
directors of the Company on June 1, 2004,  fixing said time and place. A quorum,
representing 8,700,000 issued shares was present in person or by telephone which
represents a majority authorized to vote at such meeting.

                                       13
<PAGE>

     At the meeting, the shareholders by unanimous vote approved the Articles of
Amendment  that has been prior  approved by the  officers  and  directors of the
Company by a similar  unanimous  vote,  to change the name of the  Company  from
International  Wireless,  Inc. to Heartland,  Inc. to reflect the true nature of
the  business  of the  Company.  Said  change in name was  filed  with the State
Department of Assessments  and Taxation of Maryland on June 14, 2004, and became
effective immediately upon approval of said change and receiving the new trading
symbol from the National  Association of Securities Dealers.  The trading symbol
as a consquence changed from IWLJ.PK to HTLJ.PK.

     In addition,  the shareholders  approved the change in the par value of the
Common Stock from $0.009 to $0.001. Said change in par value has been filed with
the State  Department of  Assessments  and Taxation of Maryland on June 14, 2004
and becomes effective immediately.


ITEM  5.  OTHER INFORMATION
          -----------------

     The  Company is in the  process of filing Form  15c-211  with the  National
Association  of  Securities  Dealers  ("NASD") to be quoted on the OTC  Bulletin
Board.  The  Company  is  working  with  Public  Securities,  Inc.  of  Spokane,
Washington,  a firm qualified to act as the Company's market maker to accomplish
said goal.


ITEM  6.  EXHIBITS AND REPORTS ON FORM 8-K
          --------------------------------

(a) Exhibits:

(b) Reports on Form 8-K:

          Three Months Ended June 30, 2004

          The Company filed a Form 8-K on April 23, 2004 announcing it cancelled
          the  Acquisition  Agreement  entered  into on December  11,  2003,  to
          acquire one hundred percent of Precision Metal Industries.

          The  Company  filed a Form  8-K on April  23,  2004  approved  Jeffrey
          Brandeis as  president of the Company and Craig  Pietruszewski  as the
          Chief Financial Officer of the Company

          The  Company  filed a Form  8-K/A on May 26,  2004  providing  audited
          financials of the December 11, 2003 acquisition of Mound Technologies,
          Inc.

          The  Company  filed a Form 8-K on June 14, 2004  announcing  change of
          name from International Wireless, Inc. to Heartland, Inc.

          The Company  filed a Form 8-K on June 17, 2004  anouncing  it acquired
          four  commercial  parcels of real estate for newly issued stock of the
          Company.. In addition,  Craig Pietruszewski  resigned as the Company's
          CFO.


                                   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.


                                                   INTERNIONAL WIRELESS, INC.
                                                     (Registrant)


Date:    August 24, 2004                           By: /s/ TRENT SOMMERVILLE
                                                     --------------------------
                                                   Trent Sommerville
                                                   Chief Executive Officer, and
                                                   Chairman of the Board


Date:    August 24, 2004                           By: /s/ JEFFREY BRANDEIS
                                                      -------------------------
                                                    Jeffrey Brandeis
                                                    President


Date:    August 24, 2004                           By: /s/ JERRY GRUENBAUM
                                                      -------------------------
                                                    Jerry Gruenbaum
                                                    Interim Chief Financial
                                                    Officer, Secretary and
                                                    Director.


                                       14
<PAGE>