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

                                   FORM 10-KSB


              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                     For Fiscal Year Ended December 31, 2004


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


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


                               3300 Fernbrook Lane
                               Plymouth, MN 55447
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (763) 557-2900
                ------------------------------------------------
                (Registrant's telephone no., including area code)

                               25 Mound Park Drive
                             Springboro, Ohio 45066
               ---------------------------------------------------
               (Former name, former address and former fiscal year
                          if changed since last report)

    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. [ ]

Issuer's  revenues for its most recent fiscal year ended December 31, 2004 were:
$49,996,683

The  aggregate  market  value of the  Registrant's  voting  common stock held by
non-affiliates  of the  registrant  as of March  30,  2005,  was  approximately:
$22,706,520 at $1.15 price per share.

Number of shares of the  registrant's  common stock  outstanding as of March 30,
2005 was: 19,744,801

Transfer Agent as of March 30, 2005:

                         Securities Transfer Corporation
                         2591 Dallas Parkway, Suite 102
                                Frisco, TX 75034
<PAGE>

                                 HEARTLAND INC.

                                   FORM 10-KSB
                                TABLE OF CONTENTS

Item #                        Description                           Page Numbers
------                        -----------                           ------------

                                     PART I
ITEM 1.    Business of the Company . . . . . . . . . . . . . . . . . . . .     3
ITEM 2.    Properties  . . . . . . . . . . . . . . . . . . . . . . . . . .    15
ITEM 3.    Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . .    16
ITEM 4.    Submissions of Matters to a Vote of Security Holders  . . . . .    16

                                     PART II

ITEM 5.    Market for Registrant's Common Equity, Related Stockholder
           Matters, and Issuer Purchases of Equity Securities  . . . . . .    17
ITEM 6.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations . . . . . . . . . . . . . . . . . . .    24
ITEM 7.    Financial Statements and Supplementary Data . . . . . . . . . .    31
ITEM 8.    Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure  . . . . . . . . . . . . . . . . . . .    55
ITEM 8A.   Controls and Procedures . . . . . . . . . . . . . . . . . . . .    55
ITEM 8B.   Other Information . . . . . . . . . . . . . . . . . . . . . . .    55

                                    PART III

ITEM 9.    Directors, Executive Officers, Promoters and Control Persons:
           Compliance with Section 16(A) of the Exchange Act . . . . . . .    56
ITEM 10.   Executive Compensation  . . . . . . . . . . . . . . . . . . . .    58
ITEM 11.   Security Ownership of Certain Beneficial Owners and Management.    60
ITEM 12.   Certain Relationships and Related Transactions  . . . . . . . .    62
ITEM 13.   Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . .    62
ITEM 14.   Principal Accountant Fees and Services. . . . . . . . . . . . .    63
           Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . .    65


                                        2
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

INTRODUCTION

FORWARD-LOOKING  STATEMENTS. This annual report contains certain forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended,  and Section 21E of the  Securities  Exchange Act of 1934,  as amended,
that involve risks and uncertainties. In addition, the Company (Heartland, Inc.,
a  Maryland  corporation),  may  from  time to time  make  oral  forward-looking
statements. Actual results are uncertain and may be impacted by many factors. In
particular,  certain risks and uncertainties that may impact the accuracy of the
forward-looking  statements  with  respect to revenues,  expenses and  operating
results include without imitation;  cycles of customer orders,  general economic
and competitive conditions and changing customer trends,  technological advances
and the number and timing of new product  introductions,  shipments  of products
and  components  from  foreign  suppliers,  and  changes in the mix of  products
ordered by customers. As a result, the actual results may differ materially from
those projected in the forward-looking statements.

     Because of these and other factors that may affect the Company's  operating
results,  past  financial  performance  should not be considered an indicator of
future performance, and investors should not use historical trends to anticipate
results or trends in future periods.


(A) THE COMPANY

     The Company was  incorporated  in the State of Maryland on April 6, 1999 as
Origin Investment Group, Inc. ("Origin"). 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 November  15, 2003,  the Company went through a reverse  merger with PMI
Wireless,  Inc.  Thereafter  in May  2004,  the  Company  changed  its name from
International Wireless, Inc. to our current name, 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.  In  December  7, 2001 the
Company's  shareholders voted on withdrawing the Company from being regulated as
a business development company and thereby no longer be subject to the 1940 Act.

     Unless the context indicates otherwise,  the terms "Company,"  "Corporate",
"Heartland,"  and "we"  refer  to  Heartland,  Inc.  and its  subsidiaries.  Our
executive  offices  are  located  at 3300  Fernbrook  Lane  Plymouth,  MN 55447,
telephone     number    (763)    557.2900.     Our    Internet     address    is
www.heartlandholdingsinc.com  for the corporate information.  Additionally,  the
following  divisions  of the  company  currently  maintain  Internet  addresses:
1)Evans      Columbus,      www.evanscolumbusllc.com,      2)Monarch      Homes,
www.monarchhomesmn.com,  3) Karkela  www.karkela.com  and 4) Mound  Technologies
www.moundtechnologies.com  . The  information  contained  on our web  site(s) or
connected  to our web site is not  incorporated  by  reference  into this Annual
Report on Form 10-KSB and should not be considered part of this report.

     We  classify  our  operations   into  four   reportable   segments:   steel
fabrication,   construction   and  property   management,   manufacturing,   and
agriculture  (currently  idle but  available  for future use).  A fifth  segment
called "other" consists of corporate functions.  Sales of our segments accounted
for the following  approximate  percentages of our consolidated sales for fiscal
years  2004:  Steel  Fabrication,   14.78  percent;  Construction  and  Property
Management,  69.38 percent;  Manufacturing 15.84 percent,  Agriculture 0 percent
and Other, 0 percent.

                                        3
<PAGE>

     We  emphasize   quality  and   innovation   in  our   services,   products,
manufacturing,  and  marketing.  We strive  to  provide  well-built,  dependable
products  supported  by our  service  network.  We have  committed  funding  for
engineering and research in order to improve  existing  products and develop new
products.  Through  these  efforts,  we seek to be responsive to trends that may
affect our target markets now and in the future.


(B) BUSINESS DEVELOPMENT

     The  Company's  original  investment  strategy  when it was  regulated as a
business  development  company  under the 1940  Act.  was to invest in a diverse
portfolio  of  private  companies  that  could  be used  to  build  an  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
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 an 88.61%  interest in the Company.  Thereafter  on January 2, 2002,  the
Company changed its name from Origin to 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.

                                        4
<PAGE>

     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.

     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.  Following the 30 to 1
reverse split, the Company had 1,857,137 shares of common stock outstanding.

     On November 15, 2003, a change in control of the Company  occurred when the
Company  went  through a reverse  merger  with PMI  Wireless,  Inc.,  a Delaware
corporation  with  corporate  headquarters  located in Cordova,  Tennessee.  The
acquisition,  took place on December 1, 2003 for the aggregate  consideration of
fifty thousand  dollars  ($50,000) 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.  Under
the said reverse merger, the former Shareholders of PMI Wireless ended up owning
an 84.26% interest in 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.

     In May 2004, the Company changed its name from International Wireless, Inc.
to our current name, Heartland, Inc and Subsidiaries.

     On December 27, 2004, the Company entered into an Acquisition  Agreement to
acquire  one  hundred  percent  (100%) of Monarch  Homes,  Inc.  ("Monarch"),  a
Minnesota corporation with its corporate  headquarters located in Ramsey, MN for
five million  dollars  ($5,000,000).  The  acquisition  price was made up of: 1)
$100,000 at closing,  2) a promissory  note of  $1,900,000  payable on or before
February 15, 2005 which,  if not paid by that date,  interest  shall be due from
then to actual payment at 8%, simple  interest,  compounded  annually and 3) six
hundred  sixty-seven  thousand  (667,000)  restricted newly issued shares of the
Company's common stock provided at closing. In the event the common stock of the
Company  not is trading  at a minimum  of $5.00 as of  December  27,  2005,  the
Company is required to  compensate  the original  Monarch  shareholders  for the
difference in additional stock. As a result of this transaction,  Monarch became
a wholly owned subsidiary of the Company.

                                        5
<PAGE>

     On December 30, 2004, the Company entered into an Acquisition  Agreement to
acquire one hundred  percent (100%) of Evans  Columbus,  LLS ("Evans"),  an Ohio
corporation with its corporate  headquarters located in Blacklick,  OH for three
million five thousand dollars  ($3,005,000).  The acquisition  price was made up
of: 1) $5,000 at closing, and 2) six hundred thousand (600,000) restricted newly
issued shares of the Company's  common stock  provided at closing.  In the event
the  common  stock of the  Company  is not  trading  at a minimum of $5.00 as of
December  30, 2005,  the Company is required to  compensate  the original  Evans
shareholders  for the  difference  in  additional  stock.  As a  result  of this
transaction, Evans became a wholly owned subsidiary of the Company.

     On December 31, 2004, the Company entered into an Acquisition  Agreement to
acquire one hundred percent (100%) of Karkela Construction,  Inc. ("Karkela"), a
Minnesota corporation with its corporate headquarters located in St. Louis Park,
MN for three million dollars ($3,000,000). The acquisition price was made up of:
1) $100,000 at closing, 2) a short term promissory note payable of $50,000 on or
before January 31, 2005, 3) a promissory note of $1,305,000 payable on or before
March 31, 2005 which,  if not paid by that date,  interest is due from  December
31, 2004 to actual payment at 8%, simple  interest,  compounded  annually and 4)
five hundred thousand (500,000)  restricted newly issued shares of the Company's
common stock  provided at closing.  In the event the common stock of the Company
is not trading at a minimum of $4.00 as of  December  31,  2005,  the Company is
required to compensate the original  Karkela  shareholders for the difference in
additional stock. As a result of this transaction, Karkela became a wholly owned
subsidiary of the Company.


(C) BUSINESS

     The  Company's  mission  is to become a leading  diversified  company  with
business interests in well established  service  organizations and capital goods
manufacturing  companies  focusing  in the  areas  of 1) Steel  Fabrication,  2)
Construction  and  Property   Management   (residential   and  commercial),   3)
Agriculture(currently  idle),  and  4)  Manufacturing.   The  Company  plans  to
successfully  grow  its'  revenue  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  acquisitions  in  steel  fabrication,  residential  and
commercial construction facilities, and heavy machinery industries.

     The Company is  headquartered  in Plymouth,  MN and currently trades on the
OTC Bulletin  Board under the symbol  HTLJ.OB.  Including the senior  management
team, Heartland currently employs 101 people.

Currently,  the  Company  operates  four  major  subsidiaries  in the  following
segments:

1)   Mound Technologies, Inc. of Springboro, OH acquired in December 2003 (Steel
     Fabrication)
2)   Evans  Columbus,   LLC  of  Columbus,  OH  acquired  in  December  of  2004
     (Manufacturing)
3)   Monarch  Homes,   Inc.  of  Ramsey,   MN,  acquired  in  December  of  2004
     (Construction and Property Management).
4)   Karkela  Construction,  Inc. of St. Louis Park, MN, acquired in December of
     2004 (Construction and Property Management).

     These  subsidiaries  have an  average  operational  history of more than 35
years,  and each is  characterized  by a track record of  consistent  and stable
growth.

                                        6
<PAGE>

     Excluding corporate expenses, the complementary nature of the operations of
the four segments  offers the Company the  opportunity  to increase its top line
revenue   through   cross   selling   opportunities   and   expanded   marketing
opportunities.  Furthermore,  the Company expects it will be able reduce overall
expenses through cost savings  associated with reductions in raw materials costs
and corporate and administrative expenses.

Steel Fabrication
-----------------

     Mound Technologies,  Inc. ("Mound") was incorporated in the state of Nevada
in November of 2002,  with its corporate  offices  located in Springboro,  Ohio.
This business includes a Steel  Fabrication  ("Steel  Fabrication"),  a Property
Management  Division  ("Property  Management")  and a wholly  owned  subsidiary,
Freedom Products of Ohio ("Freedom").

     The Steel Fabrication  Division and Property  Management  Division are both
located in Springboro,  Ohio. The Steel  Fabrication  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   approximately   6,000  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.

     Freedom is a wholly owned subsidiary of Mound located in Middletown,  Ohio.
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 of
up to 50 tons total weight.

1a) 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  gross sales of  approximately  $7.4 million in 2004.  In the
steel products segment,  steel joists and joist girders, and steel deck are sold
to  general   contractors   and   fabricators   throughout  the  United  States.
Substantially  all  work is to  order  and no  unsold  inventories  of  finished
products are maintained.  All sales contracts are firm fixed-price contracts and
are normally competitively bid against other suppliers.  Cold finished steel and
steel  fasteners  are   manufactured  in  standard  sizes  and  inventories  are
maintained.

     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 the  Division's  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.

                                        7
<PAGE>

     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 down
from ten (10) to three (3) 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.

1b) Freedom Products of Ohio, Inc.:

     Freedom Products of 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.

     The primary raw  material  for the steel  mills  segment is ferrous  scrap,
which is acquired from numerous sources throughout the country.  The steel mills
are also large  consumers  of  electricity  and  natural  gas.  The  primary raw
material for the steel products segment is steel,  which is primarily  purchased
from the steel mills  segment.  Supplies of raw  materials and energy have been,
and are expected to be, adequate to operate the facilities.

Competition and Other Factors
-----------------------------

     We are  subject to a wide  variety of  federal,  state,  and  international
environmental  laws, rules, and regulations.  These laws, rules, and regulations
may affect the way we conduct our  operations,  and failure to comply with these
regulations could lead to fines and other penalties.

     Competition  within  the steel  industry,  both in the  United  States  and
globally,  is intense and expected to remain so. Mound  competes with large U.S.
competitors such as United States Steel Corporation, Nucor Corporation, AK Steel
Holding  Corporation,  Ispat  Inland  Inc.  and IPSCO Inc along with a number of
local supplies. The steel market in the United States is also served by a number
of non-U.S.  sources and U.S.  supply is subject to changes in worldwide  demand
and currency fluctuations, among other factors.

     More than 35 U.S. companies in the steel industry have declared  bankruptcy
since 1997 and have either ceased  production or more often continued to operate
after being acquired or reorganized.  In addition, many non-U.S. steel producers
are owned and subsidized by their  governments  and their decisions with respect
to  production  and sales may be  influenced  by political  and economic  policy
considerations  rather than by prevailing market conditions.  The steel industry
is highly  cyclical in nature and subject to significant  fluctuations in demand
as a result of  macroeconomic  changes  in  global  economies,  including  those
resulting from currency volatility.  The global steel industry is also generally
characterized  by overcapacity,  which can result in downward  pressure on steel
prices and gross margins.

     Mound competes with other  flat-rolled  steel  producers  (both  integrated
steel mills and  mini-mills)  and  producers  of plastics,  aluminum,  ceramics,
carbon  fiber,  concrete,  glass,  plastic  and wood that can be used in lieu of
flat-rolled  steels  in  manufactured  products.  Mini-mills  generally  offer a
narrower  range of products than  integrated  steel mills but can have some cost
advantages as a result of their different production processes.

                                        8
<PAGE>

     Price, quality, delivery and service are the primary competitive factors in
all markets that Mound serves and vary in relative  importance  according to the
product category and specific customer.

     In some areas of our  business,  we are  primarily an  assembler,  while in
others  we  serve  as a fully  integrated  manufacturer.  We have  strategically
identified specific core manufacturing competencies for vertical integration and
have chosen outside  vendors to provide other  products and services.  We design
component  parts in  cooperation  with our vendors,  contract  with them for the
development  of tooling,  and then enter into  agreements  with these vendors to
purchase  component parts  manufactured  using the tooling.  Operations are also
designed to be flexible enough to accommodate product design changes required to
respond to market demand.

Raw Materials
-------------

     Mound's  business  depends on  continued  access to  reliable  supplies  of
various raw  materials.  Mound  believes  there will be adequate  sources of its
principal raw materials to meet its near term needs, although probably at higher
prices than in the past.

Unfair Trade Practices and Trade Remedies
-----------------------------------------

     Under  international  agreement  and U.S.  law,  remedies are  available to
domestic  industries where imports are "dumped" or "subsidized" and such imports
cause  material  injury to a domestic  industry.  Dumping  involves  selling for
export a product at a price  lower  than the same or similar  product is sold in
the home  market of the  exporter  or where the  export  prices are lower than a
value that typically must be at or above the full cost of production.  Subsidies
from  governments   (including,   among  other  things,   grants  and  loans  at
artificially  low interest  rates) under  certain  circumstances  are  similarly
actionable.  The remedy  available is an  antidumping  duty order or  suspension
agreement where injurious  dumping is found and a  countervailing  duty order or
suspension  agreement where injurious  subsidization  is found.  When dumping or
subsidies continue after the issuance of an order, a duty equal to the amount of
dumping or subsidization is imposed on the importer of the product.  Such orders
and suspension  agreements do not prevent the importation of product, but rather
require  either that the  product be priced at an undumped  level or without the
benefit of  subsidies  or that the  importer  pay the  difference  between  such
undumped or unsubsidized price and the actual price to the U.S.  government as a
duty.

Section 201 Tariffs
-------------------

     On March 20, 2002, in response to an investigation  initiated by the office
of the  President  of the United  States  under  Section 201 of the Trade Act of
1974, the President of the United States imposed a remedy to address the serious
injury  to the  domestic  steel  industry  that was  found.  The  remedy  was an
additional  tariff on  specific  products  up to 30% (as low as 9%) in the first
year and subject to reductions  each year. The remedy  provided was  potentially
for three years and a day,  subject to an interim  review  after 18 months as to
continued need. On December 4, 2003 by  Proclamation  7741, the President of the
United States  terminated the import relief  provided under this law pursuant to
Section  204(b)  (1)  (A) of the  Trade  Act of  1974  on the  basis  that  "the
effectiveness of the action taken under Section 203 has been impaired by changed
economic  circumstances"  based upon a report from the U.S.  International Trade
Commission  and the advice from the  Secretary of Commerce and the  Secretary of
Labor.  Thus, no relief under this law was provided to domestic producers during
2004.

                                        9
<PAGE>

Environmental Matters
---------------------

     Mounds  operations  are  subject to a broad  range of laws and  regulations
relating to the protection of human health and the environment. Mound expects to
expend in the  future,  substantial  amounts  to  achieve  or  maintain  ongoing
compliance with U.S. federal,  state, and local laws and regulations,  including
the Resource  Conservation  and Recovery Act (RCRA),  the Clean Air Act, and the
Clean Water Act. These  environmental  expenditures  are not projected to have a
material adverse effect on Mound's financial position or on Mound's  competitive
position with respect to other similarly  situated U.S.  steelmakers  subject to
the same environmental requirements.

Construction and Property Management
------------------------------------

a) Monarch Homes, Inc.
   -------------------

     Monarch  Homes,  Inc.,  ("Monarch")  was  acquired in December  2004,  is a
builder  of custom  residential  homes in the  state of  Minnesota.  Monarch  is
located in Ramsey,  MN, and was  acquired  in  December  of 2004.  Our  domestic
homebuilding  operations  currently involve the purchase and development of land
or lots and the  construction and sale of  single-family  homes,  town homes and
low-rise  condominiums.  Monarch  was  founded in 1995 and had  annual  sales of
approximately $23 million during the current fiscal year. Over the course of the
past ten years,  Monarch  has become one of the  region's  premier  builders  of
quality homes in planned communities in the northern and northwestern suburbs of
Minneapolis  and St. Paul,  Minnesota.  In fiscal  2004,  Monarch sold 87 homes,
including  first-time,  move-up and, in some markets,  custom homes,  ranging in
price from approximately $160,000 to $600,000. The average sales price in fiscal
2004 was approximately $275,000.

     Our practice has been to acquire land, build homes on the land and sell the
homes within 24 to 36 months from the date of land acquisition.  Generally, this
involves  acquiring  land  that  is  properly  zoned  and is  either  ready  for
development  or, to some degree,  already  developed.  We control a  substantial
amount of our land,  including lots and land to be developed into lots,  through
option  agreements  that we can  exercise  over  specified  time  periods or, in
certain  cases,  as the land or lots are needed.  At December 31, 2004,  Monarch
owned  approximately  20 lots and has two exclusive  agreements with developers.
Our growth  strategy  for Monarch has been focused  primarily on organic  growth
opportunities  through land  acquisition  and  development in existing  business
units and markets.

     It is the  intent of the  Company  to expand  this  business  unit into the
construction  of super  energy  efficient  homes using new EPS  technology  that
allows for custom construction, with greatly increased "R" ratings. An agreement
is in process to have exclusive  rights to this type of construction  product in
the area of Central  America.  The  company  believes  that this will reduce the
seasonality associated with the construction industry.

b) Karkela Construction, Inc.
   --------------------------

     Karkela  Construction,  Inc.  ("Karkela") was acquired in December 2004 and
located in St. Louis Park,  MN.  Karkela was acquired in December  2004 and is a
general  contractor  in the  greater St. Paul and  Minneapolis,  Minnesota  area
specializing in commercial,  industrial, hospitality or multi-family space. More
specifically,  Karkela is a designer and builder of custom office  buildings for
medical,  financial and other service type  businesses.  Karkela was  originally
founded in 1983 and  incorporated  in 1990.  During fiscal year 2004 Karkela had
revenues  of  approximately  $11.8  million . It is the intent of  Heartland  to
expand that territory to include those geographies where the company can benefit
from its reputation.

                                       10
<PAGE>

c) Mound Property Management Division
   ----------------------------------

     The Property Management  Division is both located in Springboro,  Ohio. The
Mound Property Management Division is focused on the ownership and management of
industrial  property,  in Ohio. The Property  Management Division presently owns
two (2) properties and manages three (3) other  properties which are all located
in Ohio. The two owned properties  include 37,000 square feet of light and heavy
manufacturing  buildings on  approximately 6 acres. The Company manages 33 acres
of industrial property in Ohio, which is not owned.

Competition and Other Factors
------------------------------

     The  conventional  construction  industry is essentially a "local" business
and is  highly  competitive.  The top 10  builders,  in the  United  States,  in
calendar  year 2003  accounted  for  approximately  15.1% of the total  for-sale
attached and detached housing permits in the United States.  Monarch and Karkela
compete in each market with numerous other homebuilders and general construction
companies,  including national,  regional and local builders. The industries top
six  competitors  based on revenues for their most recent fiscal year-end are as
follows:  Beazer  Homes  USA,  Inc.,  D.  R.  Horton,  Inc.,  KB  Homes,  Lennar
Corporation,  Pulte Homes,  Inc. and The Ryland Group, Inc. The main competitive
factors   affecting  Monarch  and  Karkela   operations  are  location,   price,
availability of mortgage financing for customers, construction costs, design and
quality of homes, customer service,  marketing expertise,  availability of land,
price of land and  reputation.  We believe  that  Monarch and  Karkela  competes
effectively by building high quality units,  maintaining  geographic  diversity,
responding to the specific demands of each market and managing the operations at
a local level.

     The  construction  industry is  affected  by changes in national  and local
economic  conditions,  job growth,  long-term  and  short-term  interest  rates,
consumer confidence, governmental policies, zoning restrictions and, to a lesser
extent,  changes in  property  taxes,  energy  costs,  federal  income tax laws,
federal  mortgage  financing  programs  and  various  demographic  factors.  The
political and economic  environments affect both the demand for construction and
the  subsequent  cost of  financing.  Unexpected  climatic  conditions,  such as
unusually  heavy or prolonged  rain or snow,  may affect  operations  in certain
areas.

     The construction industry is subject to extensive regulations.  The Company
and its  subcontractors  must comply with various federal,  state and local laws
and regulations, including worker health and safety, zoning, building standards,
erosion and storm water pollution  control,  advertising,  consumer credit rules
and regulations,  and the extensive and changing federal,  state and local laws,
regulations  and  ordinances   governing  the  protection  of  the  environment,
including the protection of endangered  species.  The Company is also subject to
other rules and  regulations  in  connection  with its  manufacturing  and sales
activities,  including  requirements  as to incorporate  building  materials and
building  designs.  All of these  regulatory  requirements are applicable to all
construction companies, and, to date, compliance with these requirements has not
had a  material  impact on the  operation.  We  believe  that the  Company is in
material compliance with these requirements.

     We purchase  materials,  services and land from numerous sources (primarily
local vendors),  and believe that we can deal effectively with the challenges we
may experience relating to the supply or availability of materials, services and
land.

     The  results  of  operations  of our  Property  Management  segment  may be
adversely  affected by increases in interest rates. Any significant  increase in
mortgage  interest rates above currently  prevailing low levels could affect the
ability  or  willingness  of  prospective  buyers to  finance  their  purchases.
Although we expect that we would be able to make  adjustments  in our operations
to mitigate  the effects of any  increase  in  interest  rates,  there can be no
assurances that these efforts would be successful.

                                       11
<PAGE>

     This  Property  Management  segment  faces  competition  from  real  estate
investment  trusts  (REIT's),  which are already  among the  largest  commercial
property owners in the United States. With over 300 public and private REIT's in
the  United  States,  they have  slowly  been  growing  their  holdings  through
acquisitions.  Most REIT's,  however, do not specialize in industrial and office
properties.

Manufacturing
-------------

     Evans Columbus, LLC, ("Evans") acquired in December 2004, that manufactures
55-gallon steel drums at a production rate of approximately 3,000 drums per day.
Evans Columbus, which was founded in1955, generated revenues of approximately $8
million in 2004.  Manufacturing is carried out in a fully equipped 70,000 square
foot  facility  located in Columbus,  Ohio.  This facility is able to do various
coated products as well as standard  painted drums.  Prior to its acquisition by
Heartland, Evans Columbus was a family owned and operated business.

     In  order  to  utilize   manufacturing   facilities  and  technology   more
effectively,  we pursue continuous  improvements in manufacturing  processes. We
have some flexible  assembly lines to deliver  products when  customers  require
them.  Additionally,  considerable effort is spent to reduce manufacturing costs
through  process  improvement,  product  and  platform  design,  application  of
advanced  technology,  enhanced  environmental  management  systems,  and better
supply-chain management.

     Our production levels and inventory management goals are based on estimates
of demand for our products,  taking into account production capacity,  timing of
shipments, and field inventory levels. We also periodically shut down production
to allow for maintenance,  rearrangement,  and capital equipment installation at
the manufacturing facilities.

     Incorporated   into  our  Quality   Policy,   Evans   maintains  a  regular
preventative  maintenance and calibration  schedule.  Our dedicated  maintenance
crew is "on-the-job" at all times. During  manufacturing  shifts, we are testing
to  make  sure  drums  are  manufactured  to  meet  customer  specification  and
governmental  regulations.  Regular preventative  maintenance protects the plant
equipment and assures reliability and continuity of supply.

Competition and Other Factors
-----------------------------

     The steel container  industry is the third-largest  steel user, next to the
automobile  industry  and  the  appliance  industry.   Steel  drum-makers,   who
manufacture  55-gallon  drums that hold products  ranging from chocolate for ice
cream bars to coatings  for jelly  beans,  make up about 40 percent of the steel
container industry. The steel drum industry mainly uses cold-rolled steel.

     There  are   approximately  14  manufacturers  of  55  gallon  steel  drums
nationwide. The three major competitors of the company are North Coast Container
(Cleveland,   Ohio),   Berenfield   Containters  (Mason,  OH),  and  Grief  Bros
Corporation  (Delaware,  Ohio) which are all larger than Evans. The region where
Evans is located  is one of the more  heavily  concentrated  areas for 55 gallon
drum manufactures and users.

     Attention to  environmental  compliance is practiced  throughout the plant.
Working in concert  with the Ohio and Federal  EPA,  we continue to  incorporate
safe  manufacturing  processes.  Rigorous  testing  throughout the plant ensures
safety for our employees, neighbors and the environment.

                                       12
<PAGE>

     Evans is  subject  to the  risks  associated  with the steel  industry,  in
particular  to the cost of raw  materials,  energy and labor supply all of which
are  managed  effectively.  The  company is reliant  upon  several  distributors
through out the Ohio Valley region.  Evans sells it products to customers  based
upon superior  quality and service and not  specifically on price which leads to
repeat business and less impact on economical affects (i.e. interest rates).

Other
-----

     The  Company's  mission  is to become a leading  diversified  company  with
business interests in well established  service  organizations and capital goods
manufacturing companies.

Competition and Other Factors
-----------------------------

     In addition to the risks  identified  above the Company also faces risks of
its own. The Company is reliant upon identifying, contracting and financing each
of acquisition it identifies.  Since the Company, is in its early stages, it may
not be able to obtain  the  necessary  funding  to  continue  its  growth  plan.
Additionally,  the potential synergies  identified with each of the acquisitions
may not materialize to the extend, if at all, as initially identified.

     We will need to secure a minimum of $5,000,000 to satisfy such requirements
for the next 12 months,  which funds will be used for debt  payment,  facilities
acquisition,  lease  obligations  and  personnel  costs  including  salaries and
benefits.  We are pursing many financing options which can be any combination of
debt or  securities.  We hope to be able to raise  funds from an offering of our
stock.  However, we may not raise any funds from an offering.  We have no source
of funding  identified at this time and our failure to raise funds in the future
will impair and delay our ability to implement our business plan further.

     Collectively,   our  officers  and  directors  on  a  fully  diluted  basis
beneficially  own voting  rights to 7,100,100 or 36% of our  outstanding  voting
stock.  As such,  our officers and  directors  have a  significant  voice in the
control  the outcome of all  matters  submitted  to a vote by the holders of our
voting  stock,  including  the  election  of our  directors,  amendments  to our
certificate of incorporation and approval of significant corporate transactions.
Additionally,  our officers and directors could delay, deter or prevent a change
in our control that might be beneficial to our other stockholders.

     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 of the businesses we
acquire. 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.

Employees
---------

     As of December 31, 2004, we employed 101  employees.  From time to time, we
also retain consultants,  independent  contractors,  and temporary and part-time
workers.

     The Company believes its relationship  with its current  employees is good.
Our employees are not represented by a labor union.  However,  the Company is in
dispute with former employees as to back salaries and severance pay as disclosed
in the footnotes  below. The Company's  success is dependent,  in part, upon our
ability to attract  and retain  qualified  management  technical  personnel  and
subcontractors. Competition for these personnel is intense, and the Company will
be  adversely  affected  if it is unable to attract key  employees.  The Company
presently does not have a stock option plan for key employees and consultants.

                                       13
<PAGE>

Customers
---------

     Overall,  management  believes  that  long-term  we are not  dependent on a
single  customer  for  any  of the  segments  results.  While  the  loss  of any
substantial  customer could have a material  short-term impact on a segment,  we
believe that our diverse  distribution  channels and customer base should reduce
the long-term impact of any such loss.

Available Information
---------------------

     We are a reporting  company under the  Securities  Exchange Act of 1934, as
amended,  and file reports,  proxy  statements,  and other  information with the
Securities  and  Exchange  Commission  (SEC).  Copies  of these  reports,  proxy
statements,  and other  information  can be  inspected  and  copied at the SEC's
Public Reference Room at 450 Fifth Street N.W., Washington,  D.C. 20549. You may
obtain  information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330.  Because we make filings to the SEC  electronically,  you
may also access  this  information  from the SEC's home page on the  Internet at
http://www.sec.gov.

     The  information  contained on our web site(s) or connected to our web site
is not incorporated by reference into this Annual Report on Form 10-K and should
not  be  considered  part  of  this  report.   We  have  attached  the  required
certifications under Section 302 of the Sarbanes-Oxley Act of 2002 regarding the
quality of our public disclosures as Exhibits 31(a) and 31(b) to this report.

Forward Looking Statements
--------------------------

     The statements  contained in this report that are not  historical  fact are
forward-looking   statements  that  which  can  be  identified  by  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.  We have made the  forward-looking  statements with  management's
best estimates prepared in good faith.

     Because  of  the  number  and  range  of  the  assumptions  underlying  our
projections  and  forward-looking  statements,  many of which  are  effected  by
significant  uncertainties  and  contingencies  that are beyond  our  reasonable
control,   some  of  the   assumptions   inevitably  will  not  materialize  and
unanticipated  events and circumstances may occur subsequent to the date of this
prospectus.

     These forward-looking statements are based on current expectations,  and we
will not update this  information  other than  required by law.  Therefore,  the
actual experience of Heartland, Inc ("Company"), and results achieved during the
period  covered  by  any  particular   projections  and  other   forward-looking
statements  should not be regarded as a  representation  by the Company,  or any
other person,  that we will realize these estimates and projections,  and actual
results may vary materially. We cannot assure you that any of these expectations
will be realized or that any of the forward-looking  statements contained herein
will  prove to be  accurate.  Section  27A(b)(1)(C)  of the  Securities  Act and
Section 21E(b)(1)(C) provide that the safe harbor for forward looking statements
does not apply to  statements  made by  companies  such as ours that issue penny
stock.

                                       14
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY

The following properties are used in the operation of our business:

     Our  principal  executive  and  administrative  offices are located at 3300
Fernbrook  Lane  Plymouth,  MN 55447.  Our phone number is (763)  557.2900.  Our
executive  offices are leased from St. Paul  Properties,  Inc.,  385  Washington
Street,  St. Paul,  Minnesota 55102. We are renting  approximately  2,048 square
feet of an  85,232  square  feet  building.  We pay our  proportionate  share of
utilities  and real estate tax based upon our  percentage  of  occupancy  as the
building is shared with a number of tenants.

     The term of the lease is for 60  months  beginning  January  1, 2005 but we
have an option in January 2007 to provide notice to the landlord that we wish to
terminate  agreement as of December 2007. The lease required an initial security
deposit of $11,500. The lease requires payments of:

                 --------------------- -------------------------
                             Months Monthly Payment
                 --------------------- -------------------------
                           1-12                  $2,219
                 --------------------- -------------------------
                          13-24                  $2,261
                 --------------------- -------------------------
                          25-36                  $2,304
                 --------------------- -------------------------
                          37-48                  $2,347
                 --------------------- -------------------------
                          49-60                  $2,389
                 --------------------- -------------------------

     This space is not  sufficient  for us as we add  employees to the corporate
staff.  In light of this the  corporation  will  evaluate  its office  needs and
determine the best option as we continue to grow.

     In Springboro, Ohio we lease approximately 39,000 square feet on a month to
month  lease for $8,500 per month  from Mound  Properties,  LLP at 25 Mound Park
Drive, Springboro, Ohio. The facilities include 34,000 square feet which is used
for  manufacturing  and 5,000 square feet for office space. The space is used by
Mound.

     In Columbus,  Ohio we lease approximately  70,000 square feet on a five (5)
year term from January 1, 2002  through  December 31, 2007 for $20,000 per month
from Par Investments.  The facilities include  approximately  67,000 square feet
for manufacturing and 3,000 square feet for offices. The space is used by Evans.

     In Ramsey, Minnesota we lease approximately 3,000 square feet on a month to
month  lease for $7,000  per month  from Brad  Fritch.  The  facilities  include
approximately  1,800  square  feet of office  space and  1,200  square  feet for
storage. The space is used by Monarch.

     In St. Louis Park,  Minnesota we lease approximately 6,975 square feet on a
63 month lease beginning January 1, 2005. The facilities are used as offices for
our Karkela employees.  The lessor is Larry Karkela dba Karkela properties.  The
lease required an initial security deposit of $5,356.  We pay our  proportionate
share of utilities  and real estate tax based upon our  percentage  of occupancy
which is 60.1%. The lease requires payments of:

                 --------------------- -------------------------
                             Months Monthly Payment
                 --------------------- -------------------------
                         1-12                   $3,272
                 --------------------- -------------------------
                        13-24                   $3,403
                 --------------------- -------------------------
                        25-36                   $3,573
                 --------------------- -------------------------
                        37-48                   $3,752
                 --------------------- -------------------------
                        49-60                   $3,938
                 --------------------- -------------------------
                        61-63                   $4,136
                 --------------------- -------------------------

                                       15
<PAGE>

     The Property  Management Division presently owns two (2) properties in Ohio
and manages three (3) other  properties  in Minnesota and North Dakota.  The two
owned  properties  include  37,000 square feet of light and heavy  manufacturing
buildings on  approximately 6 acres.  The Company manages 33 acres of industrial
property  in  Ohio,  which  is not  owned.  At the  current  time,  we  generate
approximately  $12,000 per month in rental  charges with the terms on the leases
being a rolling three months to three years.

ITEM 3. 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.

     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 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. To date the judgment has not been paid.

     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.  The Company is in the process of  purchasing  and
refinancing  the property  which is  anticipated to close on or around April 11,
2005.

     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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     On June 15,  2004,  a  majority  of the  shareholders  of record by special
meeting of the  shareholders  approved a change in the name of the Company  from
International Wireless, Inc. to Heartland, Inc.

                                       16
<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND
        ISSUER PURCHASES OF EQUITY SECURITIES

     On March 30, 2005, there were  approximately  571 shareholders of record of
our common stock. Our common stock currently available for trading on the NASDAQ
OTC Electronic Bulletin Board under the symbol "HTLJ.OB."

     The  Company was formed on April 6, 1999.  In April,  1999,  the  Company's
common  stock had been  listed for trading on the OTC  Bulletin  Board under the
symbol  "OGNI."  The  trading  market for the  Company's  stock is  limited  and
sporadic and should not be deemed to constitute an "established trading market".
In connection with the change of the Company's name to  International  Wireless,
Inc., the Company's symbol was changed to "IWIN" on January 2, 2002. As a result
of the 30-1 reverse split of the shares  outstanding,  the Company's  symbol was
changed to "IWLJ" on November 12, 2003.  Subsequently,  the Company  changed its
name to Heartland Holdings, Inc in April 2004.

     The following  table sets forth the range of high and low bid prices of the
Company's common stock during the periods indicated.  Such prices reflect prices
between dealers in securities and do not include any retail markup,  markdown or
commission  and  may  not  necessarily   represent  actual   transactions.   The
information set forth below was provided by NASDAQ Trading & Market Services.

                                                  HIGH          LOW
                                                  ----          ----

FISCAL YEAR ENDED DECEMBER 31, 2003

First  Quarter                                    0.04          0.04
Second  Quarter                                   0.02          0.02
Third  Quarter                                    0.02          0.02
Fourth  Quarter                                   5.00          5.00

FISCAL YEAR ENDING DECEMBER 31, 2004

First  Quarter                                    1.00          0.70
Second  Quarter                                   1.00          0.70
Third  Quarter                                    1.00          0.70
Fourth  Quarter                                   1.60          1.60

(1)  The quotations reflect inter-dealer prices,  without mark-up,  mark-down or
     commission and may not represent actual transactions.
(2)  During fiscal year ended 2004,  the Company was not in compliance  with the
     reporting requirements and was not on the OTC BB. The Company began trading
     as HTLJ.OB on December 21, 2004 at $1.00 per share.

The closing bid price for the common stock as reported by the OTC Bulletin Board
on March 30, 2004 was $1.15.

Preferred Stock
---------------

     The company has 5,000,000 of preferred stock authorized with a par value of
$.001. None of these securities are issue or outstanding.

                                       17
<PAGE>

Transfer Agent
--------------

     The Company's transfer agent and registrar of the common stock is:

                         Securities Transfer Corporation
                         2591 Dallas Parkway, Suite 102
                              Frisco, Texas 75034.

Warrants
--------

     The Company has no Warrants outstanding as of this date.

Options
-------

     The Company has no Stock Option Plan as of this date.

Penny Stock Considerations
--------------------------

     Because  our shares  trade at less than  $5.00 per  share,  they are "penny
stocks" as that term is generally defined in the Securities Exchange Act of 1934
to mean equity  securities with a price of less than $5.00. Our shares thus will
be subject to rules that impose sales  practice and disclosure  requirements  on
broker-dealers who engage in certain transactions involving a penny stock.

     Under the penny stock regulations, a broker-dealer selling a penny stock to
anyone other than an  established  customer or  accredited  investor must make a
special suitability  determination  regarding the purchaser and must receive the
purchaser's  written  consent to the transaction  prior to the sale,  unless the
broker-dealer is otherwise exempt.  Generally, an individual with a net worth in
excess of  $1,000,000  or  annual  income  exceeding  $100,000  individually  or
$300,000  together with his or her spouse is considered an accredited  investor.
In addition, under the penny stock regulations the broker-dealer is required to:

o    Deliver,  prior to any  transaction  involving a penny stock,  a disclosure
     schedule  prepared by the Securities and Exchange  Commissions  relating to
     the penny stock market,  unless the  broker-dealer  or the  transaction  is
     otherwise exempt;
o    Disclose  commissions  payable  to the  broker-dealer  and  our  registered
     representatives and current bid and offer quotations for the securities;
o    Send monthly statements  disclosing recent price information  pertaining to
     the penny  stock held in a  customer's  account,  the  account's  value and
     information regarding the limited market in penny stocks; and
o    Make a special  written  determination  that the penny  stock is a suitable
     investment for the purchaser and receive the purchaser's  written agreement
     to the transaction,  prior to conducting any penny stock transaction in the
     customer's account.

     Because of these regulations,  broker-dealers may encounter difficulties in
their attempt to sell shares of our common  stock,  which may affect the ability
of selling  shareholders  or other holders to sell their shares in the secondary
market and have the effect of  reducing  the level of  trading  activity  in the
secondary  market.  These additional sales practice and disclosure  requirements
could  impede the sale of our  securities,  if our  securities  become  publicly
traded. In addition,  the liquidity for our securities may be decreased,  with a
corresponding  decrease  in the  price  of our  securities.  Our  shares  in all
probability will be subject to such penny stock rules and our shareholders will,
in all likelihood, find it difficult to sell their securities.

                                       18
<PAGE>

Dividends
---------

     We do not anticipate paying dividends in the foreseeable future. We plan to
retain any future  earnings for use in our business.  Any decisions as to future
payments of dividends  will depend on our earnings  and  financial  position and
such other facts as the Board of Directors deems relevant.

Recent Sales of Unregistered Securities
---------------------------------------

The following is information for all securities that the Company sold during its
current  fiscal  year ended  December  31,  2004.  Information  with  respect to
previously reported sales prior to January 1, 2004 may be found in the Company's
prior year filings.

     The following is information  for all securities  that the Company has sold
since inception  without  registering  the securities  under the Securities Act.
These securities do not reflect a one-for-nine reverse split of the total issued
and outstanding common stock of the Company that took place in December 7, 2001,
or the  thirty-for-one  reverse split of the total issued and outstanding common
stock of the Company that took place November 12, 2003:

     The  Company  sold  100,000  shares of  common  stock  for  $100,000  to an
accredited  investor on January 18, 2000, and sold 21,390 shares of common stock
for  $99,998.25  to another  accredited  investor on February  12,  2000.  These
investors  were  individuals  personally  known  to  members  of  the  Company's
management.  Each of the  sales was  conducted  in  accordance  with Rule 606 of
Regulation E of the Securities  Act of 1933 (as amended,  the "Act") exempt from
registration and free trading.

     On April 14, 2000 the  Company  sold  50,000  shares of common  stock to an
accredited  investor  for $50,000 or $1.00 per share.  These shares were sold in
connection  with a private  offering  pursuant to Section 4(2) of the Securities
Act and are restricted from resale pursuant to Rule 144 of the Act.

     On May 8, 2000 the Company  offered to sell and on May 24,  2000  completed
the sale of 142,000  units to private  accredited  investors for an aggregate of
$106,500 or $0.75 per unit.  We received net  proceeds  totaling  $96,500  after
payment of a 10% finder's  fee to a non  affiliated  third party.  Each Unit was
comprised  of one share of common  stock (free  trading  pursuant to Rule 606 of
Regulation E) and one Class A common stock purchase warrant. Each Class A common
stock  purchase  warrant is  exercisable  for one  restricted  common stock upon
payment of $.75 per  warrant.  The Class A warrants are  exercisable  for a five
year period.

     On February 29, 2000 the Company offered for sale 16,000 shares of Series A
Convertible  Preferred  Stock for $4,600,000 or $287.50 per share.  The Series A
Convertible  Preferred  Stock  was  convertible  into  common  stock  in  stages
occurring  at one  months  intervals  over a ten  month  period.  The  Series  A
Convertible  provided for (a) a liquidation  preference of $1.00 per share (plus
all declared but unpaid dividends); (b) full voting rights based upon the number
of  shares  of  common  stock  into  which  each  share is  convertible;  (c) no
conversion price per share of common stock; and (d) an automatic conversion into
common stock on specified dates.  Class 1 Series A investors  received the above
terms and had their funds placed into an escrow  account  which was set up where
the  aggregate  proceeds  deposited  in this  account  was to be released to the
Company  when it reached  $2,650,000.  The use of proceeds was  allocated  for a
proposed  acquisition of Encore/Sigma and for working capital.  If the funds did
not reach that amount by a specified date, all principal and interest earned was
to be  returned  to the  Class 1 Series A  Preferred  holders.  Class 2 Series A
Convertible  Preferred  holders were offered one  additional  restricted  common
stock for every $10.00 they  invested if they agreed to allow the Company to use
their funds for current  working  capital rather than have their funds deposited
in the escrow account.

                                       19
<PAGE>

     On June 6, 2000 the Company  terminated the Series A Convertible  Preferred
Stock  offering,  and on June 23, 2000,  we returned to our Class 1 investors an
aggregate of $638,763 plus accrued  interest  which was  previously  recorded as
restricted  cash.  Also on June 6 we offered our Class 2  investors,  in lieu of
each Series A Convertible  Preferred Stock and restricted stock awarded,  383.33
Units. Each Unit was comprised of one share of common stock and one Common Stock
Purchase  Warrant where each Common Stock Purchase Warrant is redeemable for one
share of common  stock at an exercise  price of $1.50 per share.  As a result of
this  exchange,  we issued  324,999 shares of common stock for $243,750 or $0.75
per share along with 324,999  Common Stock Purchase  Warrants.  The warrants are
exercisable for a period of five years.  The common stock was free trading based
on filing an  offering  circular  pursuant  to Rule 604 of  Regulation  E of the
Securities  Act. No shares  underlying  the Common Stock  Purchase  Warrants are
restricted from resale pursuant to Rule 144 of the Act.  Proceeds  received from
the sale were used for working capital  purposes and payment of the break up fee
paid to Encore/Sigma.

     On June 12, 2000 the  Company  sold  20,000  shares of common  stock to two
accredited investors for $25,000 or $1.25 per share. These shares are restricted
from resale  pursuant to Rule 144 of the Act.  Proceeds  received  from the sale
were used for working capital purposes.

     On August 24,  2000 the  Company  sold an  aggregate  of 344,827  shares of
common stock to ten accredited  investors for $100,000 or $0.29 per share. These
shares were sold in connection with a private  offering  pursuant to Rule 606 of
Regulation E and are free trading. Proceeds received from the sale were used for
working capital purposes.

     On August 29, 2000 the Company  offered to sell and on  September  12, 2000
completed the sale of 350,000  shares of common stock to an accredited  investor
for an aggregate  of $507,500 or $1.45 per share.  Net  proceeds  received  were
$456,750,  net of direct  related  costs of $50,750.  These  shares were sold in
connection with filing an offering circular pursuant to Rule 604 of Regulation E
of the  Securities  Act. Use of proceeds from this offering  include  payment of
accounting  fees,  legal  fees  associated  the Alpha  transaction  and  Vivocom
transaction,  and with the evaluation of Vivocom's patent  application,  and for
general working and operating capital purposes.

     On March 28, 2001 the  Company  sold  33,333  units to an  investor  for an
aggregate  of $10,000 or $.30 per share.  Each unit is comprised of one share of
common stock and one common stock  warrant.  Each warrant is redeemable  for one
share of common stock upon the payment of $.40.

     On April 4, 2001,  the Company  sold  100,000  units to an investor  for an
aggregate of $30,000 or $.030 per unit.  Each unit was comprised of one share of
common stock and one and one half common stock warrants, or 150,000 common stock
warrants.  Each common stock warrant is redeemable for one share of common stock
upon payment of $.40 per warrant.

     On May 9,  2001  the  Company  sold  50,000  units  to an  investor  for an
aggregate of $20,000,  or $0.40 per unit. Each unit is comprised of one share of
common  stock and one  common  stock  warrant.  Each  common  stock  warrant  is
redeemable for one share of common stock upon the payment of $0.40 per warrant.

     On May 15, 2001, the Company  received  $10,000 in the form of a short term
bridge loan from an investor.  The duration of this loan is one month and has an
interest  rate of 12% per  annum.  This  investor  also  received  common  stock
warrants  to  purchase  an  aggregate  of  15,000  shares  of our  common  stock
exercisable at $.51 per share.

                                       20
<PAGE>

     On May 17, 2001 the Company issued warrants to a non-affiliated  consultant
to purchase an aggregate of 12,500  shares of common stock at an exercise  price
of $0.40 per share.

     On May 31,  2001 the Company  sold  49,019.60  units to an investor  for an
aggregate of $25,000, or $0.51 per unit. Each unit was comprised of one share of
common stock and six common stock purchase  warrants.  Each common stock warrant
is  redeemable  for one  share of common  stock  upon the  payment  of $0.40 per
warrant.

     On August  20,  2001 the  Company  offered  to sell  pursuant  to a private
placement  an  aggregate  of  5,400,000  shares of its common stock at $0.02 per
share for an aggregate of $108,000.  Said shares shall be restricted pursuant to
Rule 144 of the Securities Act of 1933. Proceeds from the sale shall be used for
covering outstanding  liabilities of the company and to pay for costs associated
with its continual listing on the NASDAQ OTC:BB exchange.  At the time of filing
of this Form 10-K,  One investor had purchased  1,500,000 of these shares for an
aggregate purchase price of $30,000.

     On May 15, 2001, the Company  received  $10,000 in the form of a short-term
bridge loan from an investor.  The duration of this loan is one month and has an
interest  rate of 12% per  annum.  This  investor  also  received  common  stock
warrants  to  purchase  an  aggregate  of  15,000  shares  of our  common  stock
originally  exercisable  at $.51 per share but  adjusted  to $0.40 per share and
also received an additional  10,000 common stock purchases  warrants to purchase
an  additional  10,000  shares of our common stock for extending the due date of
the note.

     On May 17, 2001 the  Company  received  $7,500 in the form of a  short-term
bridge  loan from an investor  and on May 21,  2001 we  received  an  additional
$2,500 from that investor as a short-term bridge loan. The duration of the loans
were 90 days and jointly due on August 21, 2001 and has an interest  rate of 12%
per annum.  This  investor  also  received  common  stock  purchase  warrants to
purchase an aggregate of 25,000 shares of our common stock  exercisable at $0.40
per share.

     On May 21, 2001 the Company  received  $20,000 in the form of a  short-term
bridge loan from an  investor.  The  duration of the loan was 90 days and due on
August 21, 2001 and has an interest  rate of 12% per annum.  This  investor also
received  common  stock  purchase  warrants to purchase an  aggregate  of 50,000
shares of our common stock exercisable at $0.40 per share.

     On July 15, 2001 the Company  received  $12,000 in the form of a short-term
bridge loan from an  investor.  The  duration of the loan was 60 days and due on
September 15, 2001 and has an interest rate of 12% per annum. This investor also
received  common  stock  purchase  warrants to purchase an  aggregate  of 50,000
shares of our common stock exercisable at $0.40 per share.

     On August 20, 2001 the Company  offered to sell five  million  four hundred
thousand  shares  (5,400,000)  at a  purchase  price of $0.02  per  share for an
aggregate of $108,000 ("Private Offering"). These shares are sold pursuant to an
exemption under the registration requirements of the Securities Act of 1933 (the
"Securities  Act") and are  restricted  from resale  pursuant to Rule 144 of the
Securities Act.

     On August  29,  2001 the  Company  sold  1,500,000  shares  of the  Private
Offering  to an  investor  for an  aggregate  of $30,000.  The  investor  was an
accredited  investor  as  that  term is  defined  pursuant  to  Rule  501 of the
Securities Act of 1933. The offering was done pursuant to Rule 606 of Regulation
E.

     On  September  4, 2001 the  Company  sold  1,875,000  shares of the Private
Offering  to an  investor  for an  aggregate  of  $38,696 in the form of 101,834
shares of Telehublink, Inc. ("THLC") free trading common stock.

                                       21
<PAGE>

     On  September  19,  2001 the  Company  sold  525,500  shares of the Private
Offering to an investor for an aggregate of $10,500 in the form of 53,000 shares
of THLC free trading common stock at a value of $0.198 per share of THLC stock.

     On October 3, 2001 the Company sold 250,000 shares of the Private  Offering
to an investor  for an  aggregate  of $5,000.  The  investor  was an  accredited
investor as that term is defined  pursuant to Rule 501 of the  Securities Act of
1933. The offering was done pursuant to Rule 606 of Regulation E.

     On October 4, 2001 the Company sold 250,000 shares of the Private  Offering
to an investor  for an  aggregate  of $5,000.  The  investor  was an  accredited
investor as that term is defined  pursuant to Rule 501 of the  Securities Act of
1933. The offering was done pursuant to Rule 606 of Regulation E.

     On October 10, 2001 the Company sold 500,000 shares of the Private Offering
to an investor  for an aggregate  of $10,000.  The  investor  was an  accredited
investor as that term is defined  pursuant to Rule 501 of the  Securities Act of
1933. The offering was done pursuant to Rule 606 of Regulation E.

     On October 12, 2001 the Company sold 375,000 shares of the Private Offering
to an investor  for an  aggregate  of $7,500.  The  investor  was an  accredited
investor as that term is defined  pursuant to Rule 501 of the  Securities Act of
1933. The offering was done pursuant to Rule 606 of Regulation E.

     On October 17, 2001 the Company sold 125,000 shares of the Private Offering
to an investor  for an  aggregate  of $2,500.  The  investor  was an  accredited
investor as that term is defined  pursuant to Rule 501 of the  Securities Act of
1933. The offering was done pursuant to Rule 606 of Regulation E.

     During the year  ended  December  31,  2002,  $42,000  of loans  payable at
December 31, 2001 were converted into the Company's common stock under a private
placement for 49,900 shares and the exercise of 50,000 warrants.

     During the year ended  December  31,  2002,  $160,149  of notes  payable to
related  parties was converted into  1,550,414  shares of common stock under the
Company's private placement offering.

     During the year ended December 31, 2002,  5,863,928  shares of common stock
were issued for $691,772 in connection with a private placement offering.

     During the year ended  December 31, 2002,  620,351  shares of the Company's
common  stock were issued to  consultants  for  services  rendered at a value of
$364,545.

     During the year ended December 31, 2002, 890,832 common stock warrants were
exercised for $385,983 at prices ranging from $0.00 to $0.10 per share.

     During the year ended  December  31, 2002,  510,107  shares of common stock
were issued for the exercise of stock options for a consideration of $204,050.

     During the year ended  December 31, 2003 the Company  issued 220,080 shares
of the Company's  common stock to a consultant for services  provided at a price
of $0.15 per share. Stock based compensation  expense of $34,555 was recorded in
connection with this issuance.

     During the year ended  December 31, 2003 the Company  issued 500,000 shares
of common stock as payment of a loan payable to a related party. The shares were
valued at $0.01 per share and the outstanding loan was reduced by $50,000.

                                       22
<PAGE>

     During the year ended  December  31,  2003,  70,000  shares  were issued in
connection  with the  exercise  of  70,000  non-qualified  stock  options  at an
exercise price of $0.01 per share. Total proceeds were $7,000.

     During the year ended December 31, 2003, the company  received  proceeds of
$219,125  from the sale of 2,191,250  shares of its common stock under a private
placement at $0.10 per share.

     During the year ended  December 31, 2003, the Company issued 268,000 shares
to private  placement  holders who had  subscribed  to the private  placement at
higher  prices.  The  effect of this  additional  issuance  was to reduce  these
holders' purchase price basis to $0.10 per share.

     In August 2003, the Board of Directors  issued  30,000,000  shares to First
Union  Venture  Group,  LLC as  consideration  for their  performance  of duties
related to finalizing the Company's affairs.

     In June  2004,  the  Board of  Directors  issued  500,000  shares  to Jerry
Gruenbaum as consideration for services rendered to the Company.

     During the year ended  December 31, 2004,  the company issued 16,835 shares
to Simon  Pelman to settle an  outstanding  $15,000 loan at a price of $0.89 per
share.

     During the year ended  December  31, 2004,  the Board of  Directors  issued
467,730  shares to Jack Gracik as  consideration  for  services  rendered to the
Company.

     During the year ended  December  31, 2004,  the Board of  Directors  issued
140,000  shares to Ross Haugen as  consideration  for  services  rendered to the
Company.

     During the year ended December 31, 2004, the company  received  proceeds of
$345,000  from the sale of 1,204,396  shares of its common stock under a private
placement at prices ranging between $0.16 and $1.00 per share.

     The Company believes that the transactions described from inception through
January  3,  2001  above  were  exempt  from  registration  under  Regulation  E
"Exemptions  For Small Business  Investment  Companies" of the Securities Act of
1933 because the Company  qualified at the time as a Small  Business  Investment
Company,  the aggregate  amount of the subject  securities  was not in excess of
$100,000  and the subject  securities  were sold to a limited  group of persons,
each of whom was  believed to have been a  sophisticated  investor.  Restrictive
legends  were  placed,  as  applicable,  on stock  certificates  evidencing  the
securities.

     During  the  year  ended  December  31,  2004,  the  company  entered  into
fifty-five  (55)  convertible  note  payable  agreements  for a total  value  of
$1,026,500.  The notes bear interest at the rate of 10% per year and are due and
payable one year from the date  executed at which time the notes,  at the option
of the note holder,  can be converted  into  1,357,550  restricted  newly issued
shares of common  stock of which  $695,550  will be converted at $1.00 per share
and $662,000 will be converted at $0.50 per share.

     We relied upon Section 4(2) of the  Securities  Act of 1933, as amended for
the above issuances. We believed that Section 4(2) was available because:

o    None of these issuances involved  underwriters,  underwriting  discounts or
     commissions;
o We placed restrictive legends on all certificates issued; o No sales were made
by general  solicitation  or  advertising;  o Sales were made only to accredited
investors or investors who were
     sophisticated enough to evaluate the risks of the investment.

                                       23
<PAGE>

In connection  with the above  transactions,  although some of the investors may
have also been accredited, we provided the following to all investors:

o Access to all our books and records.
o    Access to all material contracts and documents relating to our operations.
o    The  opportunity  to obtain any  additional  information,  to the extent we
     possessed  such  information,  necessary  to  verify  the  accuracy  of the
     information to which the investors were given access.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Overview

     The following  discussion  should be read in conjunction with the financial
statements  for the period  ended  December  31,  2004  included  with this Form
10-KSB.

     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 year
ended  December  31,  2004.  This  discussion  and  analysis  should  be read in
conjunction with the Company's financial statements and related footnotes.

     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 its  objectives,  including,  among other  things,
technological and other developments in the Internet 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.

     The Company was  incorporated  in the State of Maryland on April 6, 1999 as
Origin Investment Group, Inc. ("Origin"). 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 November  15, 2003,  the Company went through a reverse  merger with PMI
Wireless,  Inc.  Thereafter  in May  2004,  the  Company  changed  its name from
International Wireless, Inc. to our current name, 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.  In  December  7, 2001 the
Company's  shareholders voted on withdrawing the Company from being regulated as
a business development company and thereby no longer be subject to the 1940 Act.

                                       24
<PAGE>

     The  Company's  original  investment  strategy  when it was  regulated as a
business  development  company  under the 1940  Act.  was to invest in a diverse
portfolio  of  private  companies  that  could  be used  to  build  an  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
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.

     On December 7, 2001, the Company held a special meeting of its shareholders
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  with the  Securities  and  Exchange  Commission  formally  notifying  its
withdrawal from being regulated as a business development company.

     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 an 88.61%  interest in the Company.  Thereafter  on January 2, 2002,  the
Company changed its name from Origin to 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.

     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.  Following the 30 to 1
reverse split, the Company had 1,857,137 shares of common stock outstanding.

                                       25
<PAGE>

     On November 15, 2003, a change in control of the Company  occurred when the
Company  went  through a reverse  merger  with PMI  Wireless,  Inc.,  a Delaware
corporation  with  corporate  headquarters  located in Cordova,  Tennessee.  The
acquisition,  took place on December 1, 2003 for the aggregate  consideration of
fifty thousand  dollars  ($50,000) 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.  Under
the said reverse merger, the former Shareholders of PMI Wireless ended up owning
an 84.26% interest in 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.

     In May 2004, the Company changed its name from International Wireless, Inc.
to our current name, Heartland, Inc and Subsidiaries.

     On December 27, 2004, the Company entered into an Acquisition  Agreement to
acquire  one  hundred  percent  (100%) of Monarch  Homes,  Inc.  ("Monarch"),  a
Minnesota corporation with its corporate  headquarters located in Ramsey, MN for
five million  dollars  ($5,000,000).  The  acquisition  price was made up of: 1)
$100,000 at closing,  2) a promissory  note of  $1,900,000  payable on or before
February 15, 2005 which,  if not paid by that date,  interest  shall be due from
then to actual payment at 8%, simple  interest,  compounded  annually and 3) six
hundred  sixty-seven  thousand  (667,000)  restricted newly issued shares of the
Company's common stock provided at closing. In the event the common stock of the
Company  not is trading  at a minimum  of $5.00 as of  December  27,  2005,  the
Company is required to  compensate  the original  Monarch  shareholders  for the
difference in additional stock. As a result of this transaction,  Monarch became
a wholly owned subsidiary of the Company.

     On December 30, 2004, the Company entered into an Acquisition  Agreement to
acquire one hundred  percent (100%) of Evans  Columbus,  LLS ("Evans"),  an Ohio
corporation with its corporate  headquarters located in Blacklick,  OH for three
million five thousand dollars  ($3,005,000).  The acquisition  price was made up
of: 1) $5,000 at closing, and 2) six hundred thousand (600,000) restricted newly
issued shares of the Company's  common stock  provided at closing.  In the event
the  common  stock of the  Company  is not  trading  at a minimum of $5.00 as of
December  30, 2005,  the Company is required to  compensate  the original  Evans
shareholders  for the  difference  in  additional  stock.  As a  result  of this
transaction, Evans became a wholly owned subsidiary of the Company.

     On December 31, 2004, the Company entered into an Acquisition  Agreement to
acquire one hundred percent (100%) of Karkela Construction,  Inc. ("Karkela"), a
Minnesota corporation with its corporate headquarters located in St. Louis Park,
MN for three million dollars ($3,000,000). The acquisition price was made up of:
1) $100,000 at closing, 2) a short term promissory note payable of $50,000 on or
before January 31, 2005, 3) a promissory note of $1,305,000 payable on or before
March 31, 2005 which,  if not paid by that date,  interest is due from  December
31, 2004 to actual payment at 8%, simple  interest,  compounded  annually and 4)
five hundred thousand (500,000)  restricted newly issued shares of the Company's
common stock  provided at closing.  In the event the common stock of the Company
is not trading at a minimum of $4.00 as of  December  31,  2005,  the Company is
required to compensate the original  Karkela  shareholders for the difference in
additional stock. As a result of this transaction, Karkela became a wholly owned
subsidiary of the Company.

                                       26
<PAGE>
RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2004 AND 2003

OVERVIEW
--------

     Heartland,  Inc. is an  operating  conglomerate  with  operations  in steel
fabrication,   manufacturing,   construction  and  property  management.   Total
consolidated  revenues  for the year ended  December  31,  2004 was  $49,996,683
versus  $4,428,836 for the year ended  December 31, 2003.  The Company  incurred
operating  expenses  of  $49,280,468  for the year ended  December  31, 2004 and
$5,401,779 for the year ended December 31, 2003.

     In fiscal year ended  December  31, 2004 the company  incurred a net income
from continuing  operations of $742,199 or a gain of $0.04 per share compared to
a net loss of $ (1,510,450)  or a loss of $(0.12) per share in fiscal year ended
December 31, 2003. The primary factor  contributing to the net earnings increase
were from higher sales from the acquisitions of Monarch Homes, Karkela and Evans
and improved leverage of selling, general and administrative expenses.

<TABLE>
<CAPTION>
                                                        2004           2003
                                                   -------------   ------------
<S>                                                <C>             <C>
Net sales                                          $  49,996,683   $  4,428,836
    Cost and expenses
      Cost of good sold                               44,969,599      4,055,404
      Selling, general and administrative expense      4,007,550      1,281,975
      Stock Based Compensation                            63,787            -
      Depreciation and amortization                      239,532         64,400
                                                   -------------   ------------
            Total Cash and Expenses                   49,280,468      5,401,779
                                                   -------------   ------------
      Operating Income                                   716,215       (972,943)
         Net Other Income                                 25,984       (537,507)
                                                   -------------   ------------
      Net Income(loss)from continuing operations         742,199     (1,510,450)
      Total Discontinued Operations - Loss                           (1,120,853)
                                                   -------------   ------------
      Income before taxes                                742,199     (2,631,303)

      Income Taxes                                      412,410            -
                                                   -------------   ------------
      Income prior to adjustment
          For acquisition earnings                       329,789            -
      Elimination of preacquisition earnings            (733,458)     2,631,303
                                                   -------------   ------------
            Net Loss                               $    (403,669)  $        -
                                                   =============   ============
</TABLE>

SALES
-----

     Sales  increased 1029% during fiscal ended December 31, 2004 to $49,996,683
from $4,428,836 in fiscal ended December 31, 2003. Sales increased primarily due
to the acquisitions of Evans Columbus,  Karkela  Construction and Monarch Homes.
Sales also increased at Mound  Technology and  subsidiaries in fiscal year ended
December  31, 2004 by 67% to  $7,389,064  from  $4,428,836  in fiscal year ended
December 31, 2003.

INCOME BEFORE INCOME TAXES AND EXTRAORDINARY ITEM
-------------------------------------------------

     Pre-tax income before  extraordinary item was $742,199 in fiscal year ended
December  31, 2004 and  $(1,510,450)  in fiscal year ended  December  31,  2003.
Reflecting the acquisitions of Evans Columbus,  Karkela Construction and Monarch
Homes which occurred in the final month of fiscal year ended December 31, 2004.

     Operating  losses  at Mound  Technologies  and  Subsidiaries  decreases  to
$(91,884)  in fiscal  ended  December  31, 2004 from $ (972,943) in fiscal ended
December 31, 2003, reflecting higher sales and better cost controls.

                                       27
<PAGE>

     Corporate and other  expenses  were $457,259 in fiscal year ended  December
31, 2004 as compared to none in fiscal ended  December 31, 2003 due  principally
to the parent company beginning to pay expenses on its own behalf.

INTEREST EXPENSE
----------------

     Interest  expense was  $165,718  during the fiscal year ended  December 31,
2004 as compared to $351,801 in fiscal year ended December 31, 2003.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

     As presented in the Consolidated  Statement of Cash Flows, net cash used by
operating  activities was $(939,753) in fiscal 2004. The significant  changes in
working capital were an $960,809 increase in accounts  receivable,  a $3,804,140
increase in inventory.  Working  capital  requirements  are not  anticipated  to
increase substantially in fiscal 2005.

     During fiscal 2004, the Company used cash of $205,000 to acquire companies.
The Company received net cash of $1,026,550 from the issue of certain promissory
convertible notes.

     The level of capital  expenditures  is expected to increase  moderately  in
fiscal  2005,  and the source of funds for such  expenditures  is expected to be
cash from operations.

     At December 31, 2004 the Company's total debt was  $13,442,8218 as compared
to  $4,008,827  at December  31,  2003.  The Company  believes  that its funding
sources are adequate for its anticipated requirements.

     Shareholders'  equity  was  $252,656  at  December  31,  2004  compared  to
$(691,952) at December 31, 2003. The increase is due to the decrease in net loss
at Mound Technologies and Subsidiaries and the positive shareholders equity from
the acquisitions.

     Our businesses are seasonally working capital intensive and require funding
for purchases of raw materials used in production,  replacement parts inventory,
capital expenditures, expansion and upgrading of existing facilities, as well as
for financing  receivables  from customers.  We believe that cash generated from
operations,  together with our bank credit lines, and cash on hand, will provide
us with a majority  of our  liquidity  to meet our  operating  requirements.  We
believe that the  combination  of funds  available  through  future  anticipated
financing arrangements,  as discussed below, coupled with forecasted cash flows,
will  be  sufficient  to  provide  the  necessary   capital  resources  for  our
anticipated working capital,  capital  expenditures,  and debt repayments for at
least the next twelve months.

                                       28
<PAGE>

     We are seeking to raise up to $5 million of additional capital from private
investors and institutional money managers in the next few months, but there can
be no assurance that we will be successful in doing so. If we are not successful
in raising any of this  additional  capital,  our current cash resources may not
sufficient to fund our current operations.

     We may experience problems,  delays,  expenses,  and difficulties sometimes
encountered  by an  enterprise  in our stage of  development,  many of which are
beyond our control.  For  potential  acquisitions,  these  include,  but are not
limited  to,  unanticipated  problems  relating to the  identifying  partner(s),
obtaining  financing,  culminating  the  identified  partner  due to a number of
possibilities  (prices,  dates,  terms,  etc).  Due  to  limited  experience  in
operating the combined  entities for the Company,  we may experience  production
and  marketing  problems,  incur  additional  costs and expenses that may exceed
current estimates, and competition.

     Our businesses are seasonally working capital intensive and require funding
for purchases of raw materials used in production,  replacement parts inventory,
capital expenditures, expansion and upgrading of existing facilities, as well as
for financing receivables from customers.

During the year ended December 31, 2004, the Company has not engaged in:

o    Material  off-balance  sheet  activities,  including  the use of structured
     finance or special purpose entities;
o    Trading activities in non-exchange traded contracts; or o Transactions with
     persons or entities  that benefit from their  non-independent  relationship
     with the Company.

Inflation
---------

     We are  subject  to the  effects  of  inflation  and  changing  prices.  As
previously  mentioned,   we  experienced  rising  prices  for  steel  and  other
commodities  during fiscal 2004 that had a negative  impact on our gross margins
and net earnings.  In fiscal 2005, we expect  average  prices of steel and other
commodities  to be higher than the average  prices paid in fiscal 2004.  We will
attempt to mitigate the impact of these anticipated increases in steel and other
commodity prices and other inflationary  pressures by actively pursuing internal
cost reduction efforts and introducing price increases.

Critical Accounting Policies and Estimates
------------------------------------------

     In preparing our  consolidated  financial  statements  in  conformity  with
accounting  principles  generally  accepted in the United States of America,  we
must make  decisions  that impact the reported  amounts of assets,  liabilities,
revenues and  expenses,  and related  disclosures.  Such  decisions  include the
selection  of the  appropriate  accounting  principles  to be  applied  and  the
assumptions on which to base accounting  estimates.  In reaching such decisions,
we apply  judgments  based on our  understanding  and  analysis of the  relevant
circumstances,  historical experience, and actuarial valuations.  Actual amounts
could  differ  from  those  estimated  at the  time the  consolidated  financial
statements are prepared.

     Our  significant  accounting  policies  are  described  in  Note  1 to  the
consolidated financial statements. Some of those significant accounting policies
require us to make difficult  subjective or complex  judgments or estimates.  An
accounting  estimate  is  considered  to be  critical  if it  meets  both of the
following criteria: (i) the estimate requires assumptions about matters that are
highly uncertain at the time the accounting estimate is made, and (ii) different
estimates that reasonably  could have been used, or changes in the estimate that
are  reasonably  likely to occur from  period to  period,  would have a material
impact on the  presentation  of our  financial  condition,  changes in financial
condition or results of operations.

                                       29
<PAGE>

     Accounts  Receivable  Valuation.  We value accounts  receivable,  net of an
allowance  for  doubtful  accounts.  Each  quarter,  we estimate  our ability to
collect outstanding  receivables that provides a basis for an allowance estimate
for doubtful accounts. In doing so, we evaluate the age of our receivables, past
collection history,  current financial conditions of key customers, and economic
conditions.  Based on this  evaluation,  we  establish  a reserve  for  specific
accounts receivable that we believe are uncollectible, as well as an estimate of
uncollectible  receivables  not  specifically  known.  A  deterioration  in  the
financial  condition  of any key  customer  or a  significant  slow  down in the
economy  could  have a  material  negative  impact on our  ability  to collect a
portion or all of the accounts and notes receivable. We believe that an analysis
of historical trends and our current knowledge of potential  collection problems
provide us with sufficient information to establish a reasonable estimate for an
allowance for doubtful accounts. However, since we cannot predict with certainty
future changes in the financial  stability of our  customers,  our actual future
losses from uncollectible  accounts may differ from our estimates.  In the event
we  determined  that a  smaller  or larger  uncollectible  accounts  reserve  is
appropriate,  we would  record a credit  or  charge  to  selling,  general,  and
administrative expense in the period that we made such a determination.

                                       30
<PAGE>

ITEM 7. FINANCIAL STATEMENTS


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

                          AUDITED FINANCIAL STATEMENTS

                      FOR THE YEAR ENDED DECEMBER 31, 2004


                                       31
<PAGE>

CONTENTS
--------------------------------------------------------------------------------

Report of Independent Registered Public Accounting Firm             Page    F  1

Consolidated Balance Sheets                                                 F  2

Consolidated Statements of Operations                                       F  4

Consolidated Statements of Cash Flows                                       F  5

Consolidated Statements of Stockholders' Equity (Deficit)                   F  7

Notes to Consolidated Financial Statements                                  F  9


                                       32
<PAGE>


                              MEYLER & COMPANY, LLC
                          CERTIFIED PUBLIC ACCOUNTANTS
                                  ONE ARIN PARK
                                 1715 HIGHWAY 35
                              MIDDLETOWN, NJ 07748


             Report of Independent Registered Public Accounting Firm


To the Board of Directors
Heartland, Inc.
Plymouth, MN

We have audited the accompanying  consolidated balance sheets of Heartland, Inc.
and subsidiaries (formerly International Wireless, Inc.) as of December 31, 2004
and 2003  (restated)  and the related  consolidated  statements  of  operations,
stockholders' equity (deficit),  and cash flows for each of the two years in the
period ended December 31, 2004. These consolidated  financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of the Company as of
December 31, 2004 and 2003 (restated), and the results of its operations and its
cash flows for each of the two years in the period ended  December 31, 2004,  in
conformity with U.S. generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note A to the
consolidated  financial statements,  the Company has negative working capital of
$2,744,135,  an  accumulated  deficit  of  $1,120,002,  and there  are  existing
uncertain  conditions which the Company faces relative to its obtaining  capital
in the equity  markets.  These  conditions  raise  substantial  doubt  about its
ability to continue  as a going  concern.  Management's  plans  regarding  those
matters also are  described in Note A. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.


                                          /s/ Meyler & Company, LLC

Middletown, NJ
March 20, 2005

                                       F 1
<PAGE>

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

                           CONSOLIDATED BALANCE SHEETS


                                                                      December 31,
                                                            -----------------------------
                                                                2004              2003
                                                            -----------        ----------
                                                                               (Restated)
<S>                                                         <C>                <C>
CURRENT ASSETS
  Cash                                                      $   578,354        $    4,923
  Accounts receivable net of allowance for doubtful
    accounts of $684,829 and $550,336, respectively           3,450,970         1,123,202
  Costs in excess of billings on uncompleted contracts          258,161
  Inventory                                                   4,932,629           619,192
  Prepaid expenses and other                                    110,163
                                                            -----------        ----------
        Total Current Assets                                  9,330,277         1,747,317
PROPERTY, PLANT AND EQUIPMENT, net of accumulated
  depreciation of $723,761 and $510,218, respectively         1,876,685           982,502

OTHER ASSETS
  Advances to related party                                     281,122
  Goodwill                                                    2,193,613           586,056
  Security deposits                                              13,787             1,000
                                                            -----------        ----------
                                                              2,488,522           587,056
                                                            -----------        ----------
         Total Assets                                       $13,695,484        $3,316,875
                                                            ===========        ==========
</TABLE>

                 See accompanying notes to financial statements.

                                       F 2
<PAGE>

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

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


                                                              December 31,
                                                       ------------------------
                                                            2004         2003
                                                       -----------   ----------
                                                                      (Restated)
<S>                                                    <C>           <C>
CURRENT LIABILITIES
  Bank lines of credit                                 $   810,989
  Notes payable - land purchases                         1,965,698
  Convertible promissory  notes payable                  1,026,550
  Current portion of notes payable                          45,133   $   29,450
  Current portion of capitalized lease obligations         115,423
  Accounts payable                                       2,864,312    1,886,923
  Acquisition notes payable to related parties           3,300,000
  Obligations to related parties                           670,907      543,480
  Accrued payroll taxes                                    693,630      598,458
  Accrued expenses                                         477,868      298,373
  Billings in excess of costs on uncompleted contracts      82,839      156,507
  Customer deposits                                         21,063
                                                       -----------   ----------
       Total Current Liabilities                        12,074,412    3,513,191

LONG-TERM OBLIGATIONS
  Notes payable, less current portion                      541,313      495,636
  Capitalized lease obligations, less current portion      269,100
  Notes payable to an individual                           150,000
  Deferred income taxes                                    408,003
                                                       -----------   ----------
        Total Long Term Liabilities                      1,368,416      495,636

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock $0.001 par value 5,000,000 shares
   authorized, none issued and outstanding
  Common stock, $0.001 par value 100,000,000
   shares authorized; issued and outstanding
   18,244,801 and 13,077,758 shares at
   December 31, 2004 and 2003, respectively                 18,244       13,077
  Additional paid-in capital                             1,354,414       11,304
  Accumulated deficit                                   (1,120,002)    (716,333)
                                                       -----------   ----------
     Total Stockholders' Equity (Deficit)                  252,656     (691,952)
                                                       -----------   ----------
  Total Liabilities and Stockholders' Equity (Deficit) $13,695,484   $3,316,875
                                                       ===========   ==========
</TABLE>

                 See accompanying notes to financial statements.

                                       F 3
<PAGE>

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                    For the Year Ended December 31,
                                                    -------------------------------
                                                           2004         2003
                                                    --------------   --------------
                                                                     (Restated)
<S>                                                    <C>           <C>
REVENUE - SALES                                        $49,996,683   $4,428,836

COSTS AND EXPENSES
   Cost of goods sold                                   44,969,599    4,055,404
   Selling, general and administrative expenses          4,007,550    1,281,975
   Stock based compensation                                 63,787
   Depreciation and amortization                           239,532       64,400
                                                       -----------   ----------
         Total Costs and Expenses                       49,280,468    5,401,779
                                                       -----------   ----------
NET OPERATING INCOME (LOSS)                                716,215     (972,943)

OTHER INCOME (EXPENSE)
   Rental income                                           197,806
   Other income                                             11,371        4,480
   Loss on disposal of equipment                           (17,475)     (39,237)
   Interest expense                                       (165,718)    (351,801)
   Realized loss on sale of marketable securities                      (150,949)
                                                       -----------   ----------
         Total Other Income (Expense)                       25,984     (537,507)
                                                       -----------   ----------

NET INCOME (LOSS) FROM CONTINUING OPERATIONS               742,199   (1,510,450)
DISCONTINUED OPERATIONS
   Loss from operations of discontinued subsidiary                     (457,853)
   Loss on disposal of operating assets                                (663,000)
                                                       -----------   ----------

         Total Discontinued Operations - Loss                        (1,120,853)
                                                       -----------   ----------

INCOME (LOSS) BEFORE TAXES                                 742,199   (2,631,303)
DEFERRED FEDERAL AND STATE INCOME TAXES                    412,410
                                                       -----------   ----------

INCOME (LOSS) PRIOR TO ADJUSTMENT FOR
   PREACQUISITION EARNINGS                                 329,789   (2,631,303)
ELIMINATION OF PREACQUISITION EARNINGS (LOSS)             (733,458)   2,631,303
                                                       -----------   ----------
NET LOSS                                               $  (403,669)
                                                       ===========   ==========

NET LOSS PER COMMON SHARE
   Basic                                                     $(.03)
   Fully diluted                                             $(.03)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
   Basic                                                13,744,692
   Fully diluted                                        15,101,692
</TABLE>

                 See accompanying notes to financial statements.

                                       F 4
<PAGE>

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

                      CONSOLIDATED STATEMENT OF CASH FLOWS


                                                                     For the Year Ended December 31,
                                                                     -------------------------------
                                                                           2004            2003
                                                                     -------------   ---------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                    <C>
Net loss                                                               $ (403,669)
Adjustments to reconcile net loss to cash flows
   used in operating activities:
     Stock based compensation                                              63,787
     Loss on disposal of equipment                                          2,489
     Depreciation and amortization                                         58,336
     Increase in accounts receivable                                     (243,757)
     Increase in costs in excess of billings on uncompleted contracts    (113,724)
     Decrease in inventory                                                109,895
     Increase in prepaids and other                                        (6,990)
     Decrease in accounts payable                                        (453,649)
     Increase in accrued payroll taxes                                     95,172
     Increase in accrued expenses                                          63,976
     Decrease in billings in excess of costs on uncompleted contracts    (147,565)
     Increase in deferred income taxes                                     36,126
                                                                       ----------
         NET CASH FLOWS USED IN OPERATING ACTIVITIES                     (939,573)

CASH FLOWS FROM INVESTING ACTIVITIES
   Cash paid for acquisition of subsidiaries                             (205,000)
   Proceeds on disposition of property and equipment                        7,450
   Cash paid for security deposits                                        (10,520)
                                                                       ----------
         NET CASH FLOWS USED IN INVESTING ACTIVITIES                     (208,070)
                                                                       ----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Cash received in acquisition of subsidiaries                           458,433
   Proceeds from issuance of promissory convertible
     notes payable                                                      1,026,550
   Payments on notes payable                                              (46,241)
   Payments on obligations to related parties                             (62,668)
   Proceeds from issuance of common stock                                 345,000
                                                                       ----------
         NET CASH FLOWS FROM FINANCING ACTIVITIES                       1,721,074
                                                                       ----------

   INCREASE IN CASH                                                       573,431
   CASH, BEGINNING OF PERIOD                                                4,923
                                                                       ----------
   CASH, END OF PERIOD                                                 $  578,354
                                                                       ==========
</TABLE>


                 See accompanying notes to financial statements

                                       F 5
<PAGE>

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

                CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)


                                                               For the Year Ended December 31,
                                                               -------------------------------
                                                                   2004            2003
                                                               ------------     --------------
<S>                                                              <C>            <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Interest paid                                                  $164,347
  Taxes paid                                                       40,533

NON-CASH INVESTING AND FINANCING ACTIVITIES
  Land acquired by:
    Assuming loan payable                                         150,000
    Issuance of common stock                                       94,000
  Transportation equipment acquired with notes payable             61,094
  Issuance of common stock in payment of obligation to
    related party                                                  15,000
  Issuance of common stock as stock based compensation             63,787
  Assets acquired and liabilities assumed in acquisition of
    subsidiaries:
    Cash acquired                                                 458,433           4,923
    Accounts receivable                                         2,084,011       1,123,202
    Costs in excess of billings on uncompleted contracts          144,437
    Inventory                                                   4,423,332         619,192
    Prepaids and other                                            103,173
    Property, plant and equipment                                 452,364         982,502
    Advance to related party                                      281,122
    Goodwill                                                    1,607,557         586,056
    Security deposits                                               2,267           1,000
    Line of credit                                               (810,989)
    Notes payable                                              (2,012,205)       (525,086)
    Obligation under capital lease                               (384,523)
    Accounts payable                                           (1,431,038)     (1,440,070)
    Acquisition notes payable                                  (3,300,000)
    Obligations to related parties                               (205,095)       (466,292)
    Accrued expenses                                             (115,519)       (189,005)
    Billings in excess of costs on uncompleted contracts          (73,897)       (156,507)
    Customer deposits                                             (21,063)
    Deferred income taxes                                        (371,877)
    Issuance of common stock                                     (830,490)        (12,560)
    Accrued payroll taxes                                                        (527,355)
</TABLE>

                 See accompanying notes to financial statements

                                       F 6
<PAGE>

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

            CONSOLIDATED STATEMENT OF  STOCKHOLDERS'  EQUITY  (DEFICIT)
                      For the Year Ended December 31, 2004

                                                                      Additional
                                        Capital Stock               Paid - In       Accumulated
                                 ---------------------------
                                   Shares           Capital          Capital          Deficit            Total
                                 -------------------------------------------------------------------------------

<S>                              <C>                <C>             <C>             <C>             <C>
Balance December 31,
  2002                           23,249,442         $209,245        $8,612,489      $(9,098,330)    $  (276,596)
Issuance of stock in
private placement at
$0.10 per share                   1,166,250           10,497           106,128                          116,625
Issuance of stock for
 the exercise of non-
 qualified stock options
 at $0.01 per share                  70,000              630             6,370                            7,000
Issuance of stock to
 consultants for services
 provided at $0.15 per
 share                              220,080            1,981            32,574                           34,555
Issuance of stock for
  loan conversion at
  $0.10 per share                   500,000            4,500            45,500                           50,000
Issuance of stock for
  adjustments in private
  placement                         268,000            2,411            (2,411)
Issuance of stock for loan
  conversion at $0.10 per
  share                           1,000,000            9,000            91,000                          100,000
Issuance of stock in
  private placement at
  $0.10 per share                    25,000              225             2,275                            2,500
Issuance of stock to
  investment banker as
  fee to finalize company
  affairs                        30,000,000          270,000          (270,000)
Net loss for the year
  ended December
  31, 2003-pre-merger                                                                  (809,596)       (809,596)
                                -----------         --------        ----------       ----------       ---------
          Subtotal               56,498,772          508,489         8,623,925       (9,907,926)       (775,512)

Reverse Merger:
  Revenue 30 to 1
    stock split, par
    value increases to
    $0.28 per share              54,615,480
  Adjustment of par
    value to $0.001 to
    recapitalize com-
    pany                                            (506,606)          506,606
                                -----------         --------        ----------       ----------       ---------
          Subtotal                1,883,292            1,883         9,130,531       (9,907,926)       (775,512)

</TABLE>

                 See accompanying notes to financial statements.

                                       F 7
<PAGE>

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

       CONSOLIDATED   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)(CONTINUED) For
                      the Year Ended December 31, 2004

                                                                      Additional
                                        Capital Stock               Paid - In       Retained
                                 ---------------------------
                                   Shares           Capital          Capital        Earnings             Total
                                 -------------------------------------------------------------------------------

<S>                               <C>                  <C>           <C>             <C>               <C>
Balance carried forward           1,883,292            1,883         9,130,531       (9,907,926)       (775,512)

Issuance of common
  stock to PMI Wireless,
    Inc.                          9,938,466            9,938            61,062                           71,000
Issuance of common
  stock to acquire Mound
  Technologies, Inc.              1,256,000            1,256            11,304                           12,560
Recapitalization of
  accumulated deficit
  in Reverse Merger                                                 (9,191,593)       9,191,593
                                 ----------          -------       -----------      -----------       ---------

Balance, December
  31, 2003                       13,077,758           13,077            11,304         (716,333)       (691,952)

Correction of shares
   issued in reverse
   merger                           703,082              703              (703)
Shares issued for
   services rendered
   at $0.05 per share             1,105,730            1,106            54,181                           55,287
Shares issued in
   connection with
   law suit settlement              170,000              170             8,330                            8,500
Shares issued for cash
   at a price ranging
   from $0.16 to $1.00            1,204,396            1,204           343,796                          345,000
Shares issued to acquire
   property at $0.47
   per share                        200,000              200            93,800                           94,000
Shares issued to settle
   loan @ $0.89 per share            16,835               17            14,983                           15,000
Issuance of common
   stock in connection
   with acquisitions at
   $0.47 per share                1,767,000            1,767           828,723                          830,490
Net loss for the year
   ended December 31,
   2004                                                                                (403,669)       (403,669)
                                 ----------          -------       -----------      -----------       ---------
                                 18,244,801          $18,244        $1,354,414      $(1,120,002)        252,656
                                 ==========          =======       ===========      ===========       =========
</TABLE>

                 See accompanying notes to financial statements.

                                       F 8
<PAGE>
                        HEARTLAND, INC. AND SUBSIDIARIES
                     (Formerly International Wireless, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2004


NOTE A - PRINCIPLES OF CONSOLIDATION AND NATURE OF BUSINESS

          The  consolidated   financial   statements  include  the  accounts  of
          Heartland,  Inc. (formerly International Wireless, Inc.) ("Heartland")
          and its wholly owned subsidiaries,  Mound Technologies, Inc. ("Mound")
          a steel  fabricator  acquired in December 2003,  Evans  Columbus,  LLC
          ("Evans") a steel drum manufacturer, Monarch Homes, Inc. ("Monarch") a
          residential home builder and Karkela Construction,  Inc. ("Karkela") a
          commercial  construction  contractor,  all of which were  acquired  in
          December 2004.  Heartland was previously involved with the development
          of  wireless  technology  and  acquisition  of  companies   developing
          wireless  technology  for cell phones.  The company,  after finding it
          difficult  to  obtain  capital  for its  development  efforts,  ceased
          operations in 2003. The 2004 financial  statements  have been prepared
          as though the  acquisitions  occurred as of the beginning of the year.
          The 2003  financial  statements  have been  restated  to  reflect  the
          acquisition in December 2003 as though it occurred as of the beginning
          of the year.

          Reverse Merger
          --------------

          On December 1, 2003, PMI Wireless,  Inc., a private company,  acquired
          9,938,466, subsequently adjusted to 10,641,548 shares of International
          Wireless, Inc. common stock for $71,000 cash and the assumption of the
          Company's  liabilities,  thereby  obtaining  control  of the  company.
          Simultaneously,  the  Company  authorized  a 30 for 1  reverse  split.
          Subsequent to this split,  PMI Wireless,  Inc.  controlled  84% of the
          outstanding  common  stock of the  Company.  In this  connection,  the
          Company  became a wholly owned  subsidiary of PMI  Wireless,  Inc. PMI
          Wireless,  Inc.'s  officers and  directors  replaced the Company's and
          changed its name to International  Wireless, Inc. Prior to the merger,
          International  Wireless,  Inc. was a non-operating  shell corporation.
          Pursuant to Securities and Exchange  Commission rules, the merger of a
          private  operating  company (PMI Wireless,  Inc.) into a non-operating
          public  shell  corporation  with  nominal  net  assets  (International
          Wireless, Inc.) is considered a capital transaction.  Accordingly, for
          accounting purposes,  the merger has been treated as an acquisition of
          PMI  Wireless,  Inc.  by the  Company  and a  recapitalization  of the
          Company.

          Going Concern Uncertainty and Management's Plans
          ------------------------------------------------

          As reflected in the accompanying financial statements, the Company has
          current  liabilities  of  $2,744,135  in  excess  of  current  assets,
          resulting in negative working capital. Management is presently seeking
          to raise permanent  equity capital in the capital markets or some form
          of  long-term  debt  instrument  to  eliminate  the  negative  working
          capital.  Additionally,  the Company is seeking to acquire  additional
          profitable  companies.  Failure to raise equity capital or secure some
          other form of  long-term  debt  arrangement  will cause the Company to
          further increase its negative working capital deficit.  However, there
          are no  assurances,  that the Company will succeed in the obtaining of
          equity financing or some form of long-term debt instrument.

NOTE B -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Use of Estimates
          ----------------

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect the amounts  reported in the  financial
          statements and  accompanying  notes.  Actual results could differ from
          those estimates.

                                       F 9
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2004


NOTE B -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          Cash and Cash Equivalents
          -------------------------

          The company considers all highly-liquid  investments,  with a maturity
          of three months or less when purchased, to be cash equivalents.

          Net Loss Per Common Share
          -------------------------

          The Company computes per share amounts in accordance with Statement of
          Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share".
          SFAS No. 128 requires presentation of basic and diluted EPS. Basic EPS
          is  computed  by  dividing  the  income  (loss)  available  to  Common
          Stockholders   by  the   weighted-average   number  of  common  shares
          outstanding   for  the   period.   Diluted   EPS  is   based   on  the
          weighted-average  number of shares of Common  Stock and  Common  Stock
          equivalents outstanding during the periods.

          Business Combinations and Goodwill
          ----------------------------------

          In July 2001, the Financial Accounting Standards Board ("FSAB") issued
          SFAS NO.  141,  "Business  Combinations".  SFAS No. 141  requires  the
          purchase  method of  accounting  for business  combinations  initiated
          after June 30, 2001 and eliminates the pooling-of-interests method.

          In July  2001,  the FASB  issued  SFAS NO.  142,  "Goodwill  and Other
          Intangible  Assets",  which the company  adopted during 2003. SFAS No.
          142  requires,  among other  things,  the  discontinuance  of goodwill
          amortization.  In addition,  the standard includes  provisions for the
          reclassification  of  certain  existing   recognized   intangibles  as
          goodwill,  reassessment  of the useful  lives of  existing  recognized
          intangibles, reclassification of certain intangibles out of previously
          reported  goodwill  and the  identification  of  reporting  units  for
          purposes of assessing potential future impairment of goodwill.

          In August  2001,  the FASB issued SFAS No.  144,  "Accounting  for the
          Impairment or Disposal of Long-Lived Assets". SFAS No. 144 changes the
          accounting  for  long-lived  assets to be held and used by eliminating
          the requirement to allocate goodwill to long-lived assets to be tested
          for  impairment,   by  providing  a  probability  weighted  cash  flow
          estimation  approach  to deal  with  situations  in which  alternative
          courses of action to recover the  carrying  amount of possible  future
          cash flows and by establishing a  primary-asset  approach to determine
          the cash flow estimation  period for a group of assets and liabilities
          that  represents the unit of accounting  for  long-lived  assets to be
          held and used.  SFAS No. 144 changes  the  accounting  for  long-lived
          assets to be  disposed  of other  than by sale by  requiring  that the
          depreciable  life of a long-lived  asset to be abandoned be revised to
          reflect a shortened  useful life and by requiring the impairment  loss
          to be  recognized  at the date a long-lived  asset is exchanged  for a
          similar productive asset or distributed to owners in a spin-off if the
          carrying  amount  of the asset  exceeds  its fair  value.  SFAS No 144
          changes the accounting for long-lived assets to be disposed of by sale
          by requiring that discontinued operations no longer be recognized in a
          net  realizable  value basis (but at the lower of  carrying  amount or
          fair value less costs to sell),  by  eliminating  the  recognition  of
          future operating losses of discontinued  components  before they occur
          and by broadening the  presentation of discontinued  operations in the
          income  statement  to include a component  of an entity  rather than a
          segment of a business.  A component of an entity comprises  operations
          and cash flows that can be clearly distinguished operationally and for
          financial reporting purposes from the rest of the entity.

                                       F 10
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2004


NOTE B -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          Property, Plant and Equipment and Depreciation
          ----------------------------------------------

          Property,  plant and  equipment  is stated at cost and is  depreciated
          using the straight line method over the estimated  useful lives of the
          respective assets. Routine maintenance,  repairs and replacement costs
          are expensed as incurred and improvements  that extend the useful life
          of the assets are capitalized.  When property,  plant and equipment is
          sold or  otherwise  disposed  of,  the  cost and  related  accumulated
          depreciation  are eliminated  from the accounts and any resulting gain
          or loss is recognized in operations.

          Stock-Based Compensation
          ------------------------

          SFAS No. 123,  "Accounting  for Stock-Based  Compensation"  prescribes
          accounting and reporting  standards for all  stock-based  compensation
          plans,  including employee stock options,  restricted stock,  employee
          stock  purchase  plans and stock  appreciation  rights.  SFAS No.  123
          requires  employee  compensation  expense to be recorded (1) using the
          fair  value  method  or  (2)  using  the  intrinsic  value  method  as
          prescribed by accounting  Principles Board Opinion No. 25, "Accounting
          for Stock Issued to Employees"  ("APB25") and related  interpretations
          with pro forma  disclosure  of what net income and  earnings per share
          would have been if the  Company  adopted  the fair value  method.  The
          Company  accounts for employee stock based  compensation in accordance
          with the provisions of APB 25. For non-employee  options and warrants,
          the company uses the fair value method as prescribed in SFAS 123.

          Allowance for Doubtful Accounts
          -------------------------------

          It is the  company's  policy to  provide  an  allowance  for  doubtful
          accounts when it believes there is a potential for non-collectibility.

          Inventories
          -----------

          Inventories  are stated at the lower of cost or market value.  Cost is
          determined using the first-in, first-out (FIFO) method.

          Revenue Recognition
          -------------------

          The Company  recognizes  revenue when the product is manufactured  and
          shipped.   Revenues   from   fixed-price   and  modified   fixed-price
          construction contracts are recognized on the  percentage-of-completion
          method,  measured by the  percentage of total cost incurred to date to
          estimated  total cost for each  contract.  This method is used because
          management  considers  expended  total  cost to be the best  available
          measure of progress on these  contracts.  Revenues from  cost-plus-fee
          contracts  are  recognized on the basis of costs  incurred  during the
          period plus the fee earned, measured by the cost-to-cost method.

          Contracts  to  manage,   supervise,  or  coordinate  the  construction
          activity  of  others  are  recognized  only to the  extent  of the fee
          revenue. The revenue earned in a period is based on the ratio of total
          cost  incurred  to the total  estimated  total  cost  required  by the
          contract.

          Contract  costs include all direct  material and labor costs and those
          indirect  costs  related to  contract  performance,  such as  indirect
          labor,  supplies,  tools,  repairs,  and depreciation costs.  Selling,
          general,  and administrative costs are charged to expense as incurred.
          Provisions for estimated  losses on uncompleted  contracts are made in
          the  period  in which  such  losses  are  determined.  Changes  in job
          performance, job

                                       F 11
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2004


NOTE B -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          Revenue Recognition (Continued)
          -------------------------------

          conditions, and estimated profitability,  including those arising from
          contract penalty provisions, and final contract settlements may result
          in revisions to costs and income and are  recognized  in the period in
          which the revisions are determined.  Profit incentives are included in
          revenues when their realization is reasonably assured. An amount equal
          to contract costs  attributable to claims is included in revenues when
          realization is probable and the amount can be reliably estimated.

          The asset,  "Costs in excess of  billings on  uncompleted  contracts,"
          represents  revenues  recognized  in excess  of  amounts  billed.  The
          liability,  "Billings  in excess of costs on  uncompleted  contracts,"
          represents billings in excess of revenues recognized.

NOTE C - ACQUISITIONS

          In  December  2003,  the  Company  acquired  100%  of the  issued  and
          outstanding  stock of Mound  Technologies  ("Mound")  for an aggregate
          purchase price of 1,256,000 shares of the Company's common stock.

          On December 27, 2004, the Company  acquired 100% of Monarch Homes Inc.
          ("Monarch").  The acquisition  price consisted of 1) $100,000 in cash,
          2) a promissory  note of $1,900,000  payable on or before February 15,
          2005 which,  if not paid by that date will  include  interest at 8% to
          payment date, and 3) 667,000 restricted shares of the Company's common
          stock.  Should the  common  stock of the  Company  not be trading at a
          minimum of $5 per share as of December  27,  2005,  the  Company  must
          compensate  the  seller for the  difference  in  additional  shares of
          common stock.

          On December 30, 2004, the Company acquired 100% of Evans Columbus, LLC
          ("Evans").  The acquisition  price consisted of 1) $5,000 in cash, and
          2) 600,000 restricted shares of the Company's common stock. Should the
          common  stock  not be  trading  at a  minimum  of $5 per  share  as of
          December 30,  2005,  the Company  must  compensate  the seller for the
          difference in additional shares of common stock.

          On  December  31,  2004,   the  Company   acquired   100%  of  Karkela
          Construction,  Inc. ("Karkela"). The acquisition price consisted of 1)
          $100,000 in cash,  2) a  promissory  note payable of $50,000 due on or
          before January 31, 2005, 3) a promissory note of $1,350,000 payable on
          or before March 31, 2005 which if not paid by that date,  will include
          interest from December 31, 2004 at 8% to payment date,  and 4) 500,000
          restricted  shares of the Company's  common  stock.  Should the common
          stock of the Company not be trading at a minimum of $4 per share as of
          December 31,  2005,  the company  must  compensate  the seller for the
          difference in additional shares of common stock.


                                      F 12
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2004


NOTE C - ACQUISITIONS (CONTINUED)
<TABLE>
<CAPTION>
          The  allocation of the purchase  price for these  acquisitions  was as
follows:

                                                 Mound            Monarch            Evans           Karkela
                                              -----------       ----------       -----------       ----------
          <S>                                 <C>               <C>              <C>               <C>
          Cash payment                                          $  100,000       $     5,000       $  100,000
          Promissory notes                                      $1,900,000                         $1,400,000
          Common stock shares                   1,256,000          667,000           600,000          500,000
          Value per share                     $      0.01       $     0.47       $      0.47       $     0.47
                                              -----------       ----------       -----------       ----------
          Total Common Stock                       12,560          313,490           282,000          235,000
                                              -----------       ----------       -----------       ----------
          Total Purchase Price                $    12,560       $2,313,490       $   287,000       $1,735,000
                                              ===========       ==========       ===========       ==========

          Fair value of net assets acquired:

          Cash                                $     4,923       $  150,996       $   114,016       $  193,421
          Loan receivable                                          202,965            78,157
          Accounts receivable                   1,123,202                            637,060        1,446,951
          Costs in excess of billings                                                                 144,437
          Inventory                               619,192        3,843,570           579,762           65,994
          Property, plant and equipment           982,502          160,834           460,586           35,944
          Other assets                              1,000                             39,446
          Liabilities assumed                  (3,304,315)      (2,556,762)       (1,622,027)      (1,247,417)
          Goodwill                                586,056          511,887                          1,095,670
                                              -----------       ----------        ----------       ----------

                                              $    12,560       $2,313,490       $   287,000       $1,735,000
                                              ===========       ==========       ===========       ==========
</TABLE>

NOTE D - INVENTORY

<TABLE>
<CAPTION>
          Inventory consists of the following at December 31,

                                                        2004             2003
                                                    ----------         --------
          <S>                                       <C>                <C>
          Raw material                              $  959,692         $505,652
          Work in process - manufacturing              125,658          113,540
          Work in process - home construction        1,108,892
          Land held for development                  2,734,677
          Finished goods                                 3,710
                                                    ----------         --------
                                                    $4,932,629         $619,192
                                                    ==========         ========
</TABLE>

                                      F 13
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2004


NOTE E - PROPERTY, PLANT, AND EQUIPMENT

<TABLE>
<CAPTION>
          Property,  plant, and equipment  consists of the following at December
          31,

                                                                           Years of
                                                                           Average
                                                  2004          2003      Useful Life
                                            ----------     ---------      -----------

           <S>                              <C>            <C>           <C>
           Land                             $  317,400     $  73,400
           Leasehold improvements               44,724        33,134          5
           Buildings                           762,600       762,600         30
           Furniture and fixtures              194,074       120,388         10
           Machinery and equipment             950,587       397,580      10-15
           Automotive equipment                331,061       105,618          7
                                            ----------    ----------
                                             2,600,446     1,492,720
           Less: accumulated depreciation      723,761       510,218
                                            ----------    ----------
                                            $1,876,685    $  982,502
                                            ==========    ==========
</TABLE>

NOTE F - BANK LINES OF CREDIT

          A Company subsidiary has a $2,000,000  revolving line of credit with a
          bank  through July 2005 of which  $1,189,011  is available at December
          31, 2004. The line bears  interest at 1.85% plus the London  InterBank
          Offered Rate ("LIBOR"). At December 31, 2004, the LIBOR was 3.10%. The
          line is limited to 80% of  eligible  accounts  receivable  plus 50% of
          eligible inventory. The line is collateralized by substantially all of
          the subsidiary's  assets and a $1,500,000 life insurance policy on the
          life of a  stockholder.  At  December  31,  2004,  the  Company had an
          outstanding balance due of $810,989 on this line.

NOTE G - NOTES PAYABLE - LAND PURCHASES

          The Monarch Homes, Inc. subsidiary acquires improved building lots for
          future  home  construction.  The  purchases  are  financed  through  a
          financial  institution - Contractors Capital Corporation.  At December
          31,  2004,   the   Company's   outstanding   indebtedness   aggregated
          $1,965,698.  The loans are secured by the land. See Note D - Inventory
          - land held for development. The notes bear interest at a rate of 2.5%
          to 3.0% and are repayable at the time the constructed homes are sold.


NOTE G - CONVERTIBLE PROMISSORY NOTE PAYABLE

          The Company,  between August and December 31, 2004,  issued $1,026,550
          in   convertible   promissory   notes  to  various   individuals   and
          organizations. The notes are unsecured, due within 1 year from date of
          issue,  and  bear  interest  at the  rate of  10%.  The  notes  can be
          converted  into  common  stock  of  the  Company.  Of  the  $1,026,550
          outstanding,  $695,550 are convertible at $1.00 per share and $331,000
          are convertible at $.50 per share.


                                       F 14
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2004


NOTE H - NOTES PAYABLE

<TABLE>
<CAPTION>
          Notes payable consist of the following at December 31:
                                                                               2004       2003
                                                                            ---------   ---------
          <S>                                                               <C>         <C>
          Notes  payable  to bank due  December  2009,  payable  in 59
          monthly  principal  installments  of $775 plus  interest  at
          prime   (5.25%  at   December   31,   2004).   The  note  is
          collateralized  by  substantially  all of  the  subsidiary's
          assets and a $1,500,000  life insurance  policy on a Company
          stockholder.                                                      $ 46,507

          Notes  payable to banks due  February  2010 and March  2010,
          payable  in  72  monthly   installments  of  $734  and  $284
          including  interest  at 6.18% and 6.27%,  respectively.  The
          notes are collateralized by transportation equipment.               54,645

          Mortgage  notes  payable  to a bank due  March  2017 and May
          2017,  payable  in 180  monthly  installments  of $2,260 and
          $2,739 including interest at 7.50% and 7.25%,  respectively.
          The notes are collateralized by buildings.                         485,294    $508,700

          Note payable to a bank due April 2006, payable in 60 monthly
          installments  of $512  bearing  no  interest.  The  note was
          collateralized   by   transportation   equipment   and   was
          paid-in-full in 2004.                                                           16,386
                                                                            --------    --------
                                                                             586,446     525,086
          Less: current portion                                               45,133      29,450
                                                                            --------    --------

          Long-term portion                                                 $541,313    $495,636
                                                                            ========    ========
</TABLE>

          Minimum  future  principal  payments on notes over the next five years
          and in the aggregate are as follows:
<TABLE>
<CAPTION>
                        Year                         Amount
                        ----                         ------
                     <S>                           <C>
                        2005                       $ 45,133
                        2006                         46,084
                        2007                         47,765
                        2008                         52,643
                        2009                         54,738
                     Thereafter                     340,083
                                                   --------

                        Total                      $586,446
</TABLE>

NOTE I - NOTE PAYABLE TO AN INDIVIDUAL

          In June 2004,  an individual  contributed  four parcels of land to the
          Company in exchange for 200,000  shares of the Company's  common stock
          and the  assumption  of a note in the amount of $150,000.  The note is
          non-interest bearing and has no specific repayment date.

                                      F 15
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2004


NOTE J - CAPITAL LEASE OBLIGATION

          A subsidiary of the Company entered into a sale/leaseback  arrangement
          with a bank in November  2004 for all of its property  and  equipment.
          The arrangement was for 36 monthly  payments of $11,141 each including
          interest at an effective  rate of 5.5% with a final payment of $40,500
          due November 2007.

<TABLE>
<CAPTION>
                                                                          2004
                                                                       --------
          <S>                                                          <C>
          Total minimum lease payments                                 $419,294
          Less: amount representing interest                             34,771
                                                                       --------
          Net minimum lease payments                                    384,523
          Less: current maturities                                      115,423
                                                                       --------

          Long-term portion                                            $269,100
                                                                       ========
</TABLE>

<TABLE>
<CAPTION>
          Minimum future lease payments as of December 31, 2004 were as follows:

                           Year                         Amount
                           ----                         ------
                           <S>                        <C>
                           2005                       $133,692
                           2006                        133,692
                           2007                        151,910
                                                      --------

                          Total                       $419,294
                                                      ========
</TABLE>

NOTE K - RELATED PARTY TRANSACTIONS

          Advances to Related Party
          -------------------------

          Evans  Columbus,  LLC,  acquired  by the  Company  in  December  2004,
          advanced the former  owner a net amount of $78,157 to cover  operating
          costs of the manufacturing  facility owned by the former  stockholders
          and currently leased to Evans Columbus, LLC.

          Monarch Homes, Inc. acquired by the Company, in December 2004 has made
          a loan to a joint  venture  partnership  in the amount of  $202,965 in
          which  Monarch's  former  owner  has a one third  interest.  The joint
          venture was created to construct a restaurant.

          Obligations to Related Parties
          ------------------------------

          In connection  with the  acquisition  of Mound  Technologies,  Inc. in
          December 2003, the Company  assumed a loan of $470,907  payable to the
          former  stockholder who currently is a significant  stockholder of the
          Company.

          In connection with the acquisition of Karkela Construction,  Inc., the
          former principal  stockholder of Karkela declared a $200,000  dividend
          prior to the  effective  date of the  acquisition,  payable in January
          2005.

                                       F 16
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2004


NOTE L -  STOCKHOLDERS' EQUITY (DEFICIT)

          PRE-STOCK  SPLIT AND REVERSE  MERGER (See  Consolidated  Statement  of
          Stockholders' Equity [Deficit])

          During  the three  months  ended  March 31,  2003 the  Company  issued
          220,080  shares of the  Company's  common  stock to a  consultant  for
          services  provided  at  a  price  of  $0.15  per  share.  Stock  based
          compensation  expense of $34,555 was recorded in connection  with this
          issuance.

          During  the three  months  ended  March 31,  2003 the  Company  issued
          500,000  shares of common  stock as  payment  of a loan  payable  to a
          related  party.  The  shares  were  valued  at $0.01 per share and the
          outstanding loan was reduced by $50,000.

          During the three  months  ended  March 31,  2003,  70,000  shares were
          issued in connection with the exercise of 70,000  non-qualified  stock
          options at an exercise  price of $0.01 per share.  Total proceeds were
          $7,000.

          During the three  months ended March 31,  2003,  the Company  received
          proceeds of $219,125  from the sale of 2,191,250  shares of its common
          stock under a private placement at $0.10 per share.

          During the nine months ended  September 30, 2003,  the Company  issued
          268,000 shares to private  placement holders had who had subscribed to
          the private placement at higher prices.  The effect of this additional
          issuance was to reduce these  holder's  purchase  price basis to $0.10
          per share.

          In August 2003,  the Board of Directors  authorized an increase of the
          Company's authorized shares from 50,000,000 to a maximum authorized of
          100,000,000 shares and cancelled all outstanding options, warrants and
          private placement offerings. The shareholders ratified the increase at
          an August 29, 2003 shareholders' meeting.

          In August 2003,  the Board of Directors  issued  30,000,000  shares to
          First Union Venture Group, LLC as consideration  for their performance
          of duties related to finalizing the Company's affairs.

          Reverse Merger
          --------------

          On December 1, 2003,  the Company  reverse  merged with PMF  Wireless,
          Inc.,  effected a 30 for 1 reverse split,  readjusted the par value of
          its common stock and simultaneously  changed its name to International
          Wireless,  Inc.  See  Note A to the  Financial  Statements  -  Reverse
          Merger. In connection with the reverse merger, 9,938,466 shares of the
          Company's  common  stock  were  issued  for  $71,000  in cash  and the
          assumption of liabilities.

          On December  10, 2003,  the Company  issued  $1,256,000  shares of its
          common  stock,  at a value  of  $0.01  per  share,  to  acquire  Mound
          Technologies, Inc.

          During the year 2004,  the Company  realized that the number of shares
          issued in  connection  with the  reverse  merger  had to be  adjusted.
          Accordingly,  in 2004,  703,082  shares  were  issued  to  adjust  the
          issuance of the reverse merger shares.

                                       F 17
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2004


NOTE L -  STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)

          PRE-STOCK SPLIT AND REVERSE MERGER (CONTINUED)
          (See Consolidated Statement of Stockholders' Equity)

          Reverse Merger (Continued)
          --------------------------

          During the year  2004,  the  Company  issued  1,105,730  shares of its
          common stock to  individuals  for services  rendered.  The shares were
          valued at $0.05 per share.  Accordingly,  stock based  compensation in
          the amount of $55,287 was recorded.

          The Company  settled an outstanding law suit by issuing 170,000 shares
          of its  common  stock  valued at $0.05 per share.  Accordingly,  stock
          based compensation of $8,500 was recorded.

          During the year at various dates,  the Company issued 1,204,396 shares
          of its common stock for cash. The shares were issued at various prices
          ranging   from  $0.16  per  share  to  $1.00  per  share.   The  total
          consideration received aggregated $345,000.

          During  2004,  the Company  acquired  three  parcels of land having an
          appraised value of approximately  $600,000 for the issuance of 200,000
          shares of its  common  stock and the  assumption  of debt  aggregating
          $150,000. The shares were valued at $0.47 per share.

          In December 2004, the Company  completed three  acquisitions.  Part of
          the  acquisition  cost was the  issuance  of  1,767,000  shares of its
          common stock valued at $0.47 per share or a consideration of $830,490.

          The Company settled an outstanding  indebtedness of $15,000 by issuing
          16,835 shares of its common stock valued at $0.89 per share.

          In connection with the convertible  promissory  notes, the Company has
          reserved   1,357,000   shares  of  its  common  stock  for   potential
          conversions.

NOTE M - INCOME TAXES

          The  Company  has not  elected  as at  December  31,  2004,  to file a
          consolidated  Federal income tax return.  Accordingly,  the only carry
          forward  loses  available  to the Company  are losses  incurred in the
          parent  corporation,   Heartland,   Inc.,  aggregating   approximately
          $450,000 to offset future tax  liabilities of the parent  corporation.
          This net operating loss expires in 2019.

<TABLE>
<CAPTION>
          Temporary  differences which give rise to deferred taxes are
          summarized as follows for the year ended December 31, 2003:
          <S>                                                                           <C>
          Timing difference relating to the payment of taxes due to
          differences  in  tax  and  financial  reporting  fiscal  year  ends           $408,003
          Net operating loss and other carry forwards                                    135,000
          Valuation allowance                                                           (135,000)
                                                                                        --------
          Net deferred tax                                                              $408,003
                                                                                        ========
</TABLE>

                                       F 18
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2004


NOTE M - INCOME TAXES (CONTINUED)

          The parent company has recorded a full valuation  allowance to reflect
          the  estimated  amount of deferred tax assets that may not be realized
          since the  generation of future taxable income is not assured beyond a
          reasonable doubt.

          There is no  difference  between  the  effective  income tax rates for
          deferred income taxes from the statutory Federal income tax rate.

NOTE N - LITIGATION

          In  February,  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.

          In March, 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  former
          office facility in Woburn, Massachusetts.  The Company is contingently
          liable for the  balance of the lease in the total  amount of  $428,000
          through the lease expiration date of July 31, 2005.

NOTE O - OPERATING SEGMENTS

          The  Company  presently   organizes  its  business  units  into  three
          reportable    segments:    steel   fabrication,    manufacturing   and
          construction,  and property management.  The steel fabrication segment
          focuses  on the  fabrication  of  metal  products.  The  manufacturing
          segment  manufactures  steel drums and also manufactures  products for
          the heavy machinery industry. The construction and property management
          segment builds custom  residential homes in the State of Minnesota and
          functions  as a  general  contractor  in  the  greater  St.  Paul  and
          Minneapolis,  Minnesota  area.  It also  owns and  manages  industrial
          property in Ohio.

          The segments'  accounting  policies are the same as those described in
          the  Summary  of  Significant   Accounting  Policies.   The  Company's
          reportable  business segments are strategic  business units that offer
          different  products and services.  Each segment is managed  separately
          because they require  different  technologies  and market to different
          classes of customers.

<TABLE>
<CAPTION>

                                                                       Reportable Segments
                                             ------------------------------------------------------------------
                                                                                      Construction
           Year ended December 31, 2004:       Parent      Steel                      and Property
                                              Company    Fabrication   Manufacturing   Management       Total
                                             ---------   -----------   -------------  ------------- -----------
          <S>                                <C>          <C>            <C>           <C>          <C>
          REVENUES (there are no
             inter-segment revenues)                      $7,386,678     $7,924,178    $34,685,827  $49,996,683
          NET INCOME (LOSS)                  $(476,129)      112,448       (118,098)       811,568      329,789
          Total Assets                         380,594     2,646,848      2,011,062      8,656,980   13,695,484
          OTHER SIGNIFICANT ITEMS
             Depreciation expense                             21,729        115,181        102,622      239,532
             Interest expense                   18,886         5,256         59,155         82,421      165,718
             Expenditures for assets                          56,776        405,000         34,091      495,867

</TABLE>

                                      F 19
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2004

NOTE O - OPERATING SEGMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                                      Reportable Segments
                                               -------------------------------------------------------------
                                                                                   Construction
          Year ended December 31, 2003:         Steel                             and Property
                                               Fabrication    Manufacturing         Management         Total
                                               -----------    -------------       -------------    ----------
          <S>                                  <C>            <C>                      <C>         <C>
          REVENUES (there are no
             inter-segment revenues)           $4,428,836                                          $4,428,836
          NET INCOME (LOSS)                    (1,510,450)                                         (1,510,450)
             Total assets                       3,316,875                                           3,316,875
          OTHER SIGNIFICANT ITEMS
             Depreciation expense                  64,400                                              64,400
             Interest expense                     351,801                                             351,801
             Expenditures for assets                                                   349,000        349,000
</TABLE>

NOTE P - COMMITMENTS AND CONTINGENCIES

          As  indicated  in Note C -  Acquisitions,  the  Company  is liable for
          interest  and  promissory  notes  if not  paid  by the due  dates  and
          additional  shares of stock if the common  stock of the Company is not
          trading at a minimum of $4 and $5 per share in December 2005.

          In June of 2004, an  individual,  in an exchange for 200,000 shares of
          the  Company's  stock  and  the  assumption  of a note  for  $150,000,
          transferred  four  parcels of land to the  Company  with an  appraised
          value of $600,000.  One of the parcels was given as  collateral to the
          Internal  Revenue  Service for unpaid  payroll  taxes  relating to the
          Mound Technologies acquisition in 2003.

          A subsidiary of the Company leases its  manufacturing  facility from a
          related  party.  The lease calls for monthly lease payments of $20,000
          and expires on September 30, 2007.  Renewal options are for four terms
          of five years each. The subsidiary has guaranteed the related  party's
          obligation under its mortgage  obligation on the facility.  Management
          believes that the value of the premises  pledged as collateral for the
          guaranteed  obligation  are in  excess  of any  future  amount  of the
          payments that may be required  pursuant to the terms of the guarantee.
          Minimum future lease payments under the lease are as follows:

<TABLE>
<CAPTION>
                     For the
                   Years Ending
                   December 31,                   Amount
                   ------------                   ------

                      <S>                       <C>
                      2005                      $ 240,000
                      2006                        240,000
                      2007                        180,000
                                                ---------

                      Total                     $ 660,000
                                                =========
</TABLE>

          Three of the  facilities  are  rented on a month to month  basis  from
          stockholders of the Company. Rent expense amounted to $522,782 for the
          year ended December 31, 2004.


                                       F 20
<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                December 31, 2004


NOTE Q - SUBSEQUENT EVENTS

          During the  period  January  1, 2005 to the date of this  report,  the
          Company has issued an additional  $518,000 of  convertible  promissory
          notes  convertible with common stock at $1.00 per share.  Accordingly,
          an  additional  518,000  shares of common stock has been  reserved for
          future conversions.

          The Company is obligated under the terms of a lease dated February 25,
          2005 with the Receivership of Mound Properties, LP in Springboro, Ohio
          owned by a related  party on behalf of Mound for a month to month term
          beginning  January 2005 at a monthly  rent of $16,250.  Each party has
          the right to terminate this lease with 30 days notice. Under the terms
          of the lease,  the  Company is  responsible  for  utilities,  personal
          property taxes, and repairs and maintenance.

          The  Company  is also  obligated  under the terms of a five year lease
          terminating December 31, 2009 in Plymouth,  Minnesota for annual rents
          of $26,624,  $27,648,  $28,160 and  $28,672,  respectively.  Under the
          terms of the lease the Company is responsible  for a pro rata share of
          real estate taxes and operating expenses as additional rental.


                                       F 21
<PAGE>

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

     All  decisions  to  change  accountants  were  approved  by  our  Board  of
Directors.

     There have been no disagreements  between the Company and Meyler & Company,
LLC ("MC") in  connection  with any services  provided to us by each of them for
the  periods of their  engagement  on any  matter of  accounting  principles  or
practices, financial statement disclosure or auditing scope or procedure.

     No accountant's  report on the financial  statements for the past two years
contained  an adverse  opinion or a  disclaimer  of opinion or was  qualified or
modified as to uncertainty,  audit scope or accounting  principles,  except such
reports did contain a going concern qualification; such financial statements did
not contain any adjustments for uncertainties  stated therein.  In addition,  MC
did not advise the Company with regard to any of the following:

1.   That internal controls necessary to develop reliable  financial  statements
     did not exist; or

2.   That information has come to their attention,  which made them unwilling to
     rely on  management's  representations,  or unwilling to be associated with
     the financial statements prepared by management; or

3.   That  the  scope  of  the  audit  should  be  expanded  significantly,   or
     information has come to the accountant's  attention that the accountant has
     concluded will, or if further  investigated  might,  materially  impact the
     fairness  or  reliability  of a  previously  issued  audit  report  or  the
     underlying financial  statements,  or the financial statements issued or to
     be issued  covering the fiscal  periods  subsequent to the date of the most
     recent audited financial statements,  and the issue was not resolved to the
     accountant's satisfaction prior to its resignation or dismissal.

     During the most recent two fiscal years and during any  subsequent  interim
periods  preceding  the  date  of each  engagement,  we have  not  consulted  MC
regarding any matter requiring disclosure under Regulation S-K, Item 304(a)(2).


Item 8A. Controls and Procedures
         -----------------------

     The Corporation  maintains and is currently  undertaking actions to improve
disclosure controls and procedures designed to ensure that information  required
to be disclosed in reports filed under the  Securities  Exchange Act of 1934, as
amended,  is recorded,  processed,  summarized and reported within the specified
time  periods.  As of  the  end  of the  period  covered  by  this  report,  the
Corporation's  Chief Executive Officer and Chief Financial Officer evaluated the
effectiveness of the Corporation's disclosure controls and procedures.  Based on
the  evaluation,   which  disclosed  no  significant  deficiencies  or  material
weaknesses that are not being addressed in the actions  currently being taken to
improve our disclosure  controls and  procedures,  particularly in areas such as
contract,  securities sales, expense and press release review and authorization,
the Corporation's  Chief Executive Officer and Chief Financial Officer concluded
that the  Corporation's  disclosure  controls and procedures are effective as of
the end of the period covered by this report in that information  required to be
disclosed  in  reports  filed  under the  Securities  Exchange  Act of 1934,  as
amended,  has been  recorded,  processed,  summarized  and  reported  within the
current fiscal year. There were no changes in the Corporation's internal control
over financial  reporting  that occurred  during the  Corporation's  most recent
fiscal  quarter  that have  materially  affected,  or are  reasonably  likely to
materially affect, the Corporation's internal control over financial reporting.


Item 8B. Other Information
         -----------------

     None.

                                       55
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT

     The directors and officers of the Company and its subsidiaries, as of March
30, 2005, are set forth below.  The directors  hold office for their  respective
term and until their successors are duly elected and qualified. Vacancies in the
existing  Board are filled by a majority  vote of the remaining  directors.  The
officers serve at the will of the Board of Directors.

     The following table and text sets forth the names and ages of all directors
and  executive  officers of the Company and the key  management  personnel as of
December  31,  2004.  The Board of Directors of the Company is comprised of only
one class.  All of the  directors  will serve until the next  annual  meeting of
stockholders  and until their  successors  are elected and  qualified,  or until
their earlier  death,  retirement,  resignation or removal.  Executive  officers
serve at the  discretion  of the Board of Directors  and are  appointed to serve
until the first  Board of  Directors  meeting  following  the annual  meeting of
stockholders. Also provided is a brief description of the business experience of
each director and executive officer and the key management  personnel during the
past five years and an  indication  of  directorships  held by each  director in
other  companies  subject  to  the  reporting  requirements  under  the  Federal
securities laws.

                                  With Company
               Name          Age     Since        Director/Position
         -----------------   ---     -----        -----------------

         Trent Sommerville    37    12/2003      Chief Executive Officer,
                                                 Chairman of the Board, Director

         Jerry Gruenbaum      49    12/2001      Secretary, General Counsel,
                                                 Director, and Chief Financial
                                                 Officer

         Kenneth B. Farris    45    01/2004      Director

         Jeff Brandeis        49    04/2004      President


THE OFFICERS AND DIRECTORS OF THE COMPANY ARE SET FORTH BELOW.

TRENT  SOMMERVILLE was elected as Director,  Chairman of the Board and appointed
as Chief  Executive  Officer in  December  1,  2003.  Mr.  Sommerville  attended
Perkingston  College.  Mr.  Sommerville worked at Anjet where he obtained a NASD
series 63 license.  Following his experience there, Mr. Sommerville  started IGE
Capital   where  he  has  been  actively   involved  in  many  venture   capital
opportunities including FYBX Corporation, Cyber Operations, Way Cool 3D, and PMI
Wireless.

                                       56
<PAGE>

JERRY  GRUENBAUM,  ESQ.,  is the Corporate  Secretary,  General  Counsel,  Chief
Financial  Officer and member of the Board of  Directors.  He was  appointed  as
Corporate  Secretary and General Counsel in December 2001 and was elected to the
board on November 12, 2003.  He has been admitted to practice law since 1979 and
is a licensed  attorney in various  states  including  the State of  Connecticut
where he maintains his practice as a member of SEC Attorneys,  LLC, specializing
in  Securities  Law,   Mergers  and   Acquisitions,   Corporate  Law,  Tax  Law,
International Law and Franchise Law. He is the CEO of a licensed  brokerage firm
in New York City where he maintains a Series 7, 24, 27 and 63 licenses.  He is a
former  President  and  Chairman of the Board of  Directors  of a  multinational
publicly-traded  company with  operations in Hong Kong and the  Netherlands.  He
worked for the tax  departments  for Peat Marwick  Mitchell & Co. (now KPMG Peat
Marwick LLP) and Arthur  Anderson & Co.(now Arthur  Anderson LLP). He has served
as Compliance Director for CIGNA Securities,  a division of CIGNA Insurance.  He
has lectured and taught at various Universities  throughout the United States in
the areas of Industrial and financial  Accounting,  taxation,  business law, and
investments.  Attorney  Gruenbaum  graduated  with a B.S.  degree from  Brooklyn
College - C.U.N.Y.  Brooklyn,  New York;  has a M.S.  degree in Accounting  from
Northeastern  University  Graduate  School of Professional  Accounting,  Boston,
Massachusetts; has a J.D. degree from Western New England College School of Law,
Springfield, Massachusetts; and an LL.M. in Tax Law from the University of Miami
School of Law, Coral Gables, Florida.

DR.  KENNETH B.  FARRIS was  appointed  a director  of the Company on January 8,
2004. Dr. Farris,  a resident of New Orleans,  Louisiana is a graduate of Tulane
University's School of Medicine where he received his MD and MPH degrees in1975.
He is a graduate of  Carnegie-Mellon  University where he received his BS degree
in 1971.  Dr. Farris is board  certified in  Pathology.  He has been teaching at
Tulane  University  School of Medicine since 1975 where he has received numerous
awards for outstanding teaching. Since 1991 he has held the position of Clinical
Associate  Professor,  Department of Pathology and Clinical Associate  Professor
Department of Pediatrics.  In addition, Dr Ferris holds the position of Director
of Pathology at West Jefferson Medical Center in Marrero, Louisiana, and Medical
Director,  Laboratory at Pendleton Memorial Methodist Hospital.  Dr. Farris is a
member of various  medical  societies and has published  extensively.  Among his
many  accomplishments  in his  field,  as of  1982  he  holds  the  position  of
Laboratory   Accreditation   Program  Inspector  for  the  College  of  American
Pathologists.  He is a founding  member and past  President  of the  Greater New
Orleans Pathology Society.  He is currently a Delegate to the House of Delegates
to the American Medical  Association.  He has held various  positions  including
past  President,  Speaker  to the  House of  Delegates,  member  of the Board of
Governors  and a current  Delegate to the House of  Delegates  to the  Louisiana
State Medical  Society.  He has held the position of President,  Vice President,
Secretary and  Treasurer  for the Tulane  Medical  Alumni  Association.  He is a
former Drug Control Crew Chief to the United States Olympic Committee.

JEFF  BRANDEIS was  appointed  President  of the Company on April 20, 2004.  Mr.
Brandeis, a resident of Oldsmar, Florida, is a graduate of Baruch College in New
York City with a BBA degree, and a graduate of Long Island University - CW Post,
in New York with a MBA  degree in  Taxation.  Mr.  Brandeis  worked  five  years
combined at KPMG Peat Marwick, LLP and Hertz Herson CPA's, a midsize CPA firm in
New York City in their tax  departments.  Over the past twenty 20 years,  he has
had a very successful  career in sales and sales  management for a multi billion
dollar corporation.  He has extensive  experience managing and directing a sales
staff that sold tax software,  Engagement software,  Practice Management,  along
with  other  financial   accounting   tools  to  major   Accounting   firms  and
corporations.  This includes not only managing  their  activities,  but includes
budgeting, forecasting, planning, compensation plans.

     Our bylaws  currently  provide for a board of  directors  comprised of such
number as is determined by the Board.

     On June,  17, 2004 Mr.  Craig A.  Pietruszewski,  who had served as our CFO
from April 20, 2004 resigned and Mr. Gruenbaum assumed the CFO position.

                                       57
<PAGE>

Family Relationships
--------------------

     None.

Board Committees
----------------

     We currently have no compensation committee, audit committee or other board
committee performing equivalent functions.  Currently,  all members of our board
of directors participate in all discussions concerning the company.

Legal Proceedings
-----------------

     No officer, director, or persons nominated for such positions,  promoter or
significant  employee  has been  involved  in legal  proceedings  that  would be
material to an evaluation of our management.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
our directors and executive officers, and persons who beneficially own more than
10%  of a  registered  class  of our  equity  securities,  to  file  reports  of
beneficial  ownership and changes in beneficial ownership of our securities with
the SEC on Forms 3 (Initial Statement of Beneficial Ownership),  4 (Statement of
Changes of  Beneficial  Ownership  of  Securities)  and 5 (Annual  Statement  of
Beneficial   Ownership  of  Securities).   Directors,   executive  officers  and
beneficial  owners of more than 10% of our  Common  Stock  are  required  by SEC
regulations to furnish us with copies of all Section 16(a) forms that they file.
Except as otherwise  set forth  herein,  based solely on review of the copies of
such forms  furnished  to us, or written  representations  that no reports  were
required,  we believe  that for the  fiscal  year ended  December  31,  2004 all
required forms have been filed as of the date of filing of this Form 10K-SB.


ITEM 10. EXECUTIVE COMPENSATION

     See  "Executive  Officers of the  Registrant"  in Part I of this report for
information   regarding  the  executive  officers  of  the  company,   which  is
incorporated by reference in this section.

     The  following  table  sets  forth  compensation  paid to the  most  highly
compensated  executive officers for the fiscal years ended December 31, 2003 and
2004.

<TABLE>
<CAPTION>
---------------------------  ------      ---------     ---------    ----------   ----------  ---------
 Name/ Position               Year         Salary        Bonus        Stock       Other       Total
---------------------------  ------      ---------     ---------    ----------   ----------   --------
<S>                           <C>        <C>           <C>          <C>          <C>          <C>
Trent Sommerville             2004       $ 164,976     $       0    $        0   $        0   $164,976
Chairman and CEO              2003       $       0     $       0    $        0   $        0   $      0

Jerry Gruenbaum               2004       $ 109,500     $       0    $   25,000   $        0   $134,500
Secretary, General Counsel,   2003       $       0     $       0    $        0   $        0   $      0
and Chief Financial Officer

Jeff Brandeis                 2004       $             $       0    $        0   $        0   $      0
President 1
---------------------------  ------      ---------     ---------    ----------   ----------   --------

1) Jeff Brandeis was appointed President of the Company in April 2004.
</TABLE>

                                       58
<PAGE>

Compensation Agreements
-----------------------

     The Company has no employment  agreement with employees and officers of the
company as of this date.

     No  other  annual  compensation,   including  a  bonus  or  other  form  of
compensation; and no long-term compensation,  including restricted stock awards,
securities underlying options, LTIP payouts, or other form of compensation, were
paid to these individuals during this period.

Board Compensation
------------------

     Members of our Board of  Directors  do not receive  cash  compensation  for
their  services  as  Directors,  although  some  Directors  are  reimbursed  for
reasonable  expenses incurred in attending Board or committee  meetings.  During
the year ended  December  31, 2004,  all  corporate  actions  were  conducted by
unanimous written consent of the Board of Directors.

Stock Option Plan
-----------------

     The Company has no Stock Option Plan as of this date.

Warrants
--------

     The Company has no Warrants outstanding as of this date.

Indemnification
---------------

     Under the Company's  Articles of Incorporation and its Bylaws,  the Company
may  indemnify  an officer or  director  who is made a party to any  proceeding,
including a law suit, because of his position,  if he acted in good faith and in
a matter he  reasonably  believed  to be in the  Company's  best  interest.  The
Company may advance expenses  incurred in defending a proceeding.  To the extent
that the officer or director is  successful  on the merits in a proceeding as to
which he is to be  indemnified,  the  Company  must  indemnify  him  against all
expenses  incurred,  including  attorney's  fees.  With  respect to a derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the  proceeding,  and if the officer or director is judged  liable,
only by a court  order.  The  indemnification  is  intended to be to the fullest
extent permitted by the laws of the State of Maryland.

     Regarding  indemnification for liabilities arising under the Securities Act
of 1933, which may be permitted to directors or officers under Maryland law, the
Company  is  informed  that,  in the  opinion  of the  Securities  and  Exchange
Commission,  indemnification  is against public policy,  as expressed in the Act
and is, therefore, unenforceable.

                                       59
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets  forth as of March 25,  2005,  information  with
respect to the  beneficial  ownership of the Company's  Common Stock by (i) each
person known by the Company to own  beneficially 5% or more of such stock,  (ii)
each Director of the Company who owns any Common Stock,  and (iii) all Directors
and Officers as a group,  together with their percentage of beneficial  holdings
of the outstanding shares.

     The  information  presented  below  regarding  beneficial  ownership of our
voting  securities  has been  presented  in  accordance  with  the  rules of the
Securities  and  Exchange  Commission  and  is  not  necessarily  indicative  of
ownership for any other  purpose.  Under these rules, a person is deemed to be a
"beneficial  owner" of a security if that person has or shares the power to vote
or direct  the  voting of the  security  or the power to  dispose  or direct the
disposition of the security. A person is deemed to own beneficially any security
as to which  such  person  has the right to  acquire  sole or  shared  voting or
investment  power  within 60 days  through  the  conversion  or  exercise of any
convertible security,  warrant,  option or other right. More than one person may
be deemed to be a beneficial  owner of the same  securities.  The  percentage of
beneficial  ownership by any person as of a  particular  date is  calculated  by
dividing the number of shares beneficially owned by such person,  which includes
the number of shares as to which such person has the right to acquire  voting or
investment power within 60 days, by the sum of the number of shares  outstanding
as of such date plus the number of shares as to which such  person has the right
to  acquire  voting  or  investment  power  within  60 days.  Consequently,  the
denominator  used for  calculating  such  percentage  may be different  for each
beneficial  owner.  Except as  otherwise  indicated  below and under  applicable
community  property  laws, we believe that the  beneficial  owners of our common
stock  listed  below have sole voting and  investment  power with respect to the
shares shown.

                                       60
<PAGE>

Security Ownership of Beneficial Owners (1):
---------------------------------------

Title of Class             Name                            Shares        Percent
--------------     -----------------------------         -------------   -------

Common Stock       The Good One Inc.                     1,700,000 (2)    8.61%
                   Lavonne Adams                         1,155,000        5.85%
                   John Zavoral                          1,000,000        5.01%
                   First Union Venture Group, LLC        1,500,000 (3)    5.60%

Security Ownership of Management:
---------------------------------

Title of Class             Name                            Shares        Percent
--------------     ------------------------------        -------------   -------

Common Stock       Trent Sommerville                     4,500,100       22.79%
                   Jerry Gruenbaum                       1,000,000 (4)    5.01%
                   Jeffrey Brandeis                        360,000        1.82%
                   Kenneth B. Farris                        50,000        0.25%
                   Thomas Miller                         1,200,000        6.08%
                                                         -------------   ------
All Directors and Executive Officers
                                  as a group (5 persons) 7,110,100       36.01%
                                                         =============   ======

(1)  These tables are based upon 19,744,801  shares  outstanding as of March 30,
     2005 and  information  derived  from our stock  records.  Unless  otherwise
     indicated  in the  footnotes  to these  tables  and  subject  to  community
     property laws where  applicable,  we believes  unless  otherwise noted that
     each of the shareholders  named in this table has sole or shared voting and
     investment  power  with  respect to the shares  indicated  as  beneficially
     owned.

(2)  The Good One, Inc. owns 1,500,000  directly and 200,000  indirectly through
     its sole shareholder June Stevens.

(3)  First Union Venture Group,  LLC is owned one half by Atty. Jerry Gruenbaum,
     Secretary,  General  Counsel  and  Director  of the Company and one half by
     another  individual  who is not  related  to Atty.  Gruenbaum  or under his
     control. In addition Jerry Gruenbaum owns 500,000 shares in his own name.

(4)  Atty. Jerry Gruenbaum holds 500,000 shares as a result of a 50% interest in
     First Union Venture Group, LLC. And 500,000 directly in his own name.


Changes in Control
------------------

     None

                                       61
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Our  management is involved in other  business  activities  and may, in the
future become involved in other business  opportunities.  If a specific business
opportunity  becomes  available,  such  persons may face a conflict in selecting
between our business and their other business interests.  We have not and do not
intend in the future to formulate a policy for the resolution of such conflicts.

     At the current time, there are no related party transactions.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a) The following documents are filed as part of this report:

          1.   Financial  statements;  see  index  to  financial  statement  and
               schedules under Item 7 herein.

          2.   Financial statement schedules;  see index to financial statements
               and schedules under Item 7 herein.

     (b)  Exhibits:

Exhibit Number      Document Description
--------------      --------------------

     3.1            Certificate of  Incorporation  of Origin  Investment  Group,
                    Inc. as filed with the Maryland  Secretary of State on April
                    6,  1999,   incorporated   by  reference  to  the  Company's
                    Registration   Statement  on  Form  10-KSB  filed  with  the
                    Securities and Exchange Commission on August 16, 1999.

     3.2            Amended   Certificate  of   Incorporation  of  International
                    Wireless, Inc. as filed with the Maryland Secretary of State
                    on June 12, 2003, incorporated by reference to the Company's
                    Current  Report on Form 8-K filed  with the  Securities  and
                    Exchange Commission on June 12, 2003.

     3.3            Amended   Certificate  of   Incorporation  of  International
                    Wireless,  Inc. to change name to  Heartland,  Inc. as filed
                    with the  Maryland  Secretary  of  State  on June 12,  2003,
                    incorporated by reference to the Company's Current Report on
                    Form 8-K filed with the Securities  and Exchange  Commission
                    on June 15, 2004.

     3.4            Bylaws  of Origin  Investment Group, Inc.,  incorporated  by
                    reference to the  Company's  Registration  Statement on Form
                    10-SB filed with the Securities  and Exchange  Commission on
                    August 16, 1999.

    10.1            Acquisition Agreement between Evans Columbus,  LLS ("Evans")
                    and  Heartland  to acquire  Evans dated  December  30, 2004,
                    incorporated by reference to the Company's Current Report on
                    Form 8-K filed with the Securities  and Exchange  Commission
                    on January 4, 2005.

    10.2            Acquisition  Agreement  between Karkela  Construction,  Inc.
                    ("Karkela")  and Heartland to acquire Karkela dated December
                    31, 2004, incorporated by reference to the Company's Current
                    Report on Form 8-K filed with the  Securities  and  Exchange
                    Commission on January 6, 2005.

    10.3            Acquisition Agreement between Monarch Homes, Inc.("Monarch")
                    and Heartland to acquire  Monarch  dated  December 30, 2004,
                    incorporated by reference to the Company's Current Report on
                    Form 8-K filed with the Securities  and Exchange  Commission
                    on January 4, 2005.

    31.1            Certification of Chief Executive Officer pursuant to Section
                    302 of the Sarbanes Oxley Act.

    31.2            Certification of Chief Financial Officer pursuant to Section
                    302 of the Sarbanes Oxley Act.

    32.1            Certification  of Chief  Executive  Officer  Pursuant  to 18
                    U.S.C. Section 1350  as adopted  Pursuant to  Section 906 of
                    the Sarbanes Oxley Act of 2002.

    32.2            Certification  of  Chief Financial  Officer  Pursuant  to 18
                    U.S.C. Section  1350 as adopted  Pursuant to Section  906 of
                    the Sarbanes Oxley Act of 2002.

                                       62
<PAGE>

     (c) Reports on Form 8-K:

                    The Company  filed a Form 8-K on January 8, 2004 relating to
                    the addition of Dr. Kenneth Farris to the Board of Directors
                    of Heartland, Inc.

                    The Company  filed a Form 8-K on April 23, 2004  relating to
                    the cancellation of the Acquisition  Agreement  entered into
                    on December  11,  2003,  to acquire  one hundred  percent of
                    Precision Metal Industries, Inc. a Florida corporation.

                    The Company  filed a Form 8-K on April 27, 2004  relating to
                    the  appointment  of 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 June 1, 2004  relating to
                    the audited  financial  from Form 8K  submitted  on or about
                    December 11, 2003 the  describing an  Acquisition  Agreement
                    that the Registrant  entered on December 10, 2003 to acquire
                    one  hundred  percent of Mound  Technologies,  Inc. a Nevada
                    corporation.

                    The Company  filed a Form 8-K on June 15,  2004  relating to
                    changing  the  name  of  the  Company   from   International
                    Wireless, Inc. to Heartland, Inc.

                    The Company filed a Form 8-K on June 17, 2004 relating to an
                    Agreement to acquire four commercial parcels of real estate.
                    Also, Craig  Pietruszewski  resigned as the Registrant's CFO
                    and Jerry  Gruenbaum,  the  Company's  Secretary and General
                    Counsel was appointed CFO in the interim.

                    The Company  filed a Form 8-K on November 24, 2004  relating
                    to an  Acquisition  Agreement to purchase Ohio Mulch Supply,
                    Inc.  of  2140  Advanced  Avenue,  Columbus,  Ohio,  a  Ohio
                    corporation.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The following table sets forth fees billed to us by our auditors during the
fiscal  years ended  December  31, 2004 and  December 31, 2003 for: (i) services
rendered for the audit of our annual financial  statements and the review of our
quarterly financial statements, (ii) services by our auditor that are reasonably
related to the  performance  of the audit or review of our financial  statements
and that are not reported as Audit Fees,  (iii) services  rendered in connection
with tax  compliance,  tax advice and tax planning,  and (iv) all other fees for
services rendered.

                                       63
<PAGE>

     (i)  Audit Fees

          ---------------------------- ------------------ ----------------------
                    Firm                Fiscal Year 2003     Fiscal Year 2004
          ---------------------------- ------------------ ----------------------
             Meyler & Company, LLC        $ 50,000.00         $ 100,000.00 (1)
          ---------------------------- ------------------ ----------------------


     (ii) Audit Related Fees

          None

     (iii) Tax Fees

          None

     (iv) All Other Fees

          None

TOTAL FEES

          ---------------------------- ------------------ ----------------------
                    Firm                Fiscal Year 2003     Fiscal Year 2004
          ---------------------------- ------------------ ----------------------
             Meyler & Company, LLC        $ 50,000.00         $ 100,000.00 (1)
          ---------------------------- ------------------ ----------------------

(1)  Based on latest  information  available  on March 30,  2005,  the date this
     report was filed. Final numbers may end up higher.

AUDIT           FEES. Consists of fees billed for professional services rendered
                for the  audit  of our  consolidated  financial  statements  and
                review of the interim consolidated financial statements included
                in quarterly  reports and services that are normally provided in
                connection with statutory and regulatory filings or engagements.

AUDIT-RELATED   FEES. Consists of fees billed for assurance and related services
                that are reasonably  related to the  performance of the audit or
                review  of our  consolidated  financial  statements  and are not
                reported  under  "Audit  Fees."  There  were  no   Audit-Related
                services provided in fiscal 2004 or 2003.

TAX FEES.       Consists  of fees  billed  for  professional  services  for  tax
                compliance, tax advice and tax planning.

ALL OTHER FEES. Consists  of  fees  for  products and  services other  than  the
                services reported above.


POLICY  ON AUDIT  COMMITTEE  PRE-APPROVAL  OF AUDIT  AND  PERMISSIBLE  NON-AUDIT
SERVICES OF INDEPENDENT AUDITORS

     The Company  currently  does not have a  designated  Audit  Committee,  and
accordingly,  the Company's  Board of Directors'  policy is to  pre-approve  all
audit and permissible  non-audit services provided by the independent  auditors.
These  services may include  audit  services,  audit-related  services,  and tax
services and other services.  Pre-approval  is generally  provided for up to one
year and any  pre-approval is detailed as to the particular  service or category
of services  and is  generally  subject to a specific  budget.  The  independent
auditors and  management  are required to  periodically  report to the Company's
Board of Directors  regarding the extent of services provided by the independent
auditors in  accordance  with this  pre-approval,  and the fees for the services
performed  to date.  The  Board of  Directors  may also  pre-approve  particular
services on a case-by-case basis.

                                       64
<PAGE>

                                   SIGNATURES

     In accordnance 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: 03/30/05                                    By:  /s/ TRENT SOMMERVILLE
                                                     ---------------------------
                                                     Trent Sommerville
                                                     Chief Executive Officer and
                                                     Chairman of the Board

Date: 03/30/05                                    By:  /s/ JEFFREY BRANDEIS
                                                     ---------------------------
                                                     Jeffrey Brandeis
                                                     President

Date: 03/30/05                                    By:  /s/ JERRY GRUENBAUM
                                                     ---------------------------
                                                     Jerry Gruenbaum, Esq.
                                                     Secretary, Chief Financial
                                                     Officer,General Counsel and
                                                     Director

Date: 03/30/05                                    By:  /s/ Dr. KENNETH B. FARRIS
                                                     ---------------------------
                                                     Dr. Kenneth B. Farris
                                                     Director


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/Trent Sommerville        Trent Sommerville       CEO & Chairman    03-30-2005
---------------------                                of the Board

/s/Jeffrey Brandeis         Jeffrey Brandeis          President       03-30-2005
---------------------

/s/Jerry Gruenbaum          Jerry Gruenbaum         CFO, Secretary    03-30-2005
---------------------                                 & Director

/s/ Kenneth B. Farris       Kenneth B. Farris         Director        03-30-2005
---------------------       -----------------       ------------   -------------


                                       65
<PAGE>