UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





AMENDMENT
NO. 1 TO


FORM
10-KSB





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





FOR
FISCAL YEAR ENDED DECEMBER 31, 2007





HEARTLAND,
      INC.(Name
      of small business issuer in its charter)





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






P. O. Box
      4320
                Harrogate,
      TN  37752(Address
      of principal executive offices) (Zip Code)






606-248-7323(Issuer’s
      telephone no.)








Securities
registered pursuant to Section 12(b) of the Exchange Act: None





Securities
registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $.001 par
value





Check
whether the issuer (1) has 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





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10- KSB or any
amendment to this Form 10-KSB. [X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) [  ] Yes [X] No





Issuer’s
revenues for its most recent fiscal year ended December 31, 2007
were:      $14,112,726





The
aggregate market value of the Registrant’s voting common stock held by
non-affiliates of the registrant as of April 11, 2008, was approximately:
$5,883,059 at $0.15 price per share.  Number of shares of the registrant’s
common stock outstanding as of April 11, 2008 was: 37,147,105.







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EXPLANATORY
NOTE: THE SOLE PURPOSE OF THIS AMENDMENT TO THE FORM 10KSB FOR THE YEAR ENDED
DECEMBER 31, 2007 IS TO AMEND ITEM 8A (T) CONTROLS AND PROCEDURES AS SET FORTH
BELOW.





ITEM
8A AND 8A (T). CONTROLS AND PROCEDURES.





Disclosure Controls and
Procedures





As
required by Rule 13a-15 under the Exchange Act, our management, including our
Chief Executive Officer and our Chief Financial Officer, evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures as of December 31, 2007.





Disclosure
controls and procedures refer to controls and other procedures designed to
ensure that information required to be disclosed in the reports we file or
submit under the Securities Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the SEC and
that such information is accumulated and communicated to our management,
including our chief executive officer and chief financial officer, as
appropriate, to allow timely decisions regarding required disclosure. In
designing and evaluating our disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management is required to apply its judgment in evaluating and
implementing possible controls and procedures.





Management
conducted its evaluation of disclosure controls and procedures under the
supervision of our chief executive officer and our chief financial officer.
Based on that evaluation, our chief executive officer and our chief financial
officer concluded that because of the significant deficiencies in internal
control over financial reporting described below, our disclosure controls and
procedures were not effective as of December 31, 2007.




Management’s
Report on Internal Control over Financial Reporting





Our management is responsible for
establishing and maintaining adequate internal control over financial reporting
as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act.
 Our management is also required to assess and report on the effectiveness
of our internal control over financial reporting in accordance with Section 404
of the Sarbanes-Oxley Act of 2002 (“Section 404”).   Management
assessed the effectiveness of our internal control over financial reporting as
of December 31, 2007.  In making this assessment, we used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control - Integrated Framework.  During
our assessment of the effectiveness of internal control over financial reporting
as of December 31, 2007, management identified significant deficiencies
related to (i) the U.S. GAAP expertise of our internal accounting staff, (ii)
our internal audit functions and (iii) the absence of an Audit Committee as of
December 31, 2007.As a result of the deficiencies, the
Company’s management determined that the Company’s internal control over
financial reporting is not effective.





In 2007,
the Company engaged a new chief executive officer and chief financial officer.
 As a result, new management has only recently begun to address these
deficiencies.  Management determined that the lack of an Audit Committee of
the board of directors of the Company also contributed to insufficient oversight
of our accounting and audit functions.





In order
to correct the foregoing deficiencies, we have taken the following remediation
measures:




·
            In
      2007, we engaged Mitchell Cox, our new CFO.  Mr. Cox has extensive
      experience in internal control and U.S. GAAP reporting compliance, and
      together with our chief executive officer will oversee and manage our the
      financial reporting process and required training of the accounting staff.




·
            We
      have committed to the establishment of effective internal audit functions,
      however, due to the scarcity of qualified candidates with extensive
      experience in U.S. GAAP reporting and accounting in the region, we were
      not able to hire sufficient internal audit resources before end of 2007.
      However, we will increase our search for qualified candidates with
      assistance from recruiters and through referrals.·
            In
      2008, we intend to appoint additional directors with to serve on an audit
      committee.




We
believe that the foregoing steps will remediate the significant deficiency
identified above, and we will continue to monitor the effectiveness of these
steps and make any changes that our management deems appropriate.





A
material weakness (within the meaning of PCAOB Auditing Standard No. 5) 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. A significant deficiency is a deficiency, or a
combination of deficiencies, in internal control over financial reporting that
is less severe than a material weakness, yet important enough to merit attention
by those responsible for oversight of the company's financial
reporting.






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Except
for a material weakness in our revenue recognition, our management is not aware
of any material weaknesses in our internal control over financial reporting, and
nothing has come to the attention of management that causes them to believe that
any material inaccuracies or errors exist in our financial statement as of
December 31, 2007.  The material weakness in revenue recognition related to
duplicate billing and calculation of percentage of completion, which weaknesses
have been addressed by the Company.  The reportable conditions and
other areas of our internal control over financial reporting identified by us as
needing improvement have not resulted in a material restatement of our financial
statements. Nor are we aware of any instance where such reportable conditions or
other identified areas of weakness have resulted in a material misstatement of
omission in any report we have filed with or submitted to the Commission.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies and procedures may deteriorate.





Auditor
Attestation





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
 Management’s report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only management’s report in this
annual report.





Changes
in Internal Controls over Financial Reporting




Except as
described above, there were no changes in our internal controls over financial reporting
during the fourth quarter of fiscal year 2007 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.




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SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, there unto duly
authorized.




HEARTLAND
      INC.(Registrant)Date:
      February 9, 2009
                By:
                /s/ Terry
      LeeTerry
      LeeChief
      Executive OfficerAnd
      Chairman of the Board of Directors


Date:
      February 9, 2009
              By:
              /s/ Mitchell
      CoxMitchell
      CoxChief
      Financial Officer









In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.








SIGNATURE
                                
                                NAME
                                
                                TITLE
                                
                                DATE/s/
      Terry Lee
                                
                                Terry
      Lee
                                
                                Chief
      Executive Officer, Chairman & Director
                                
                                February
      9, 2009/s/
      Mitchell Cox
                                
                                Mitchell
      Cox
                                
                                Chief
      Financial Officer
                                
                                February
      9, 2009/s/
      Thomas C. Miller
                                
                                Thomas
      C. Miller
                                
                                Secretary
      & Director
                                
                                February
      9, 2009/s/
      Trent Sommerville
                                
                                Trent
      Sommerville
                                
                                Director
                                
                                February
      9, 2009/s/
      Kenneth B. Farris
                                
                                Kenneth
      B. Farris
                                
                                Director
                                
                                February
      9, 2009













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