Page 1 of 1

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

                         ------------------------------


                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended: June 30, 1998
                               ---------------

                                       OR

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

For the transition period from ___________________ to __________________


Commission file number 333-08935
                       ----------

                  Heartland Communications & Management, Inc.
                  -------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

          Delaware                                        54-1799019
          --------                                        ----------
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
Incorporation or Organization)

                  1320 Old Chain Bridge Road, McLean, VA 22101
                  --------------------------------------------
                    (Address of Principal Executive Offices)

        Registrant's Telephone Number, Including Area Code (703) 883-1836
                                                          ------------------

                                      N/A
                  -------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes  X       No _____

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as the latest practicable date:

                                                         Shares Outstanding
            Class                                      as of August 10, 1998
            -----                                      ---------------------
 Common Stock, $ .001 par value                              1,389,314

<PAGE>
                                                                     Page 2 of 1

                                     PART I

                              FINANCIAL INFORMATION

                                                                           Page
                                                                          Number
                                                                          ------

Item 1.   Financial Statements

          Balance sheets as of December 31,1997
          and June 30, 1998 (unaudited)                                     3

          Statements  of  operations  (unaudited)  for the three and six
          months  ended June 30, 1997 and 1998 and the period  March 27,
          1996 (date of formation)
          through June 30, 1998                                             4

          Statements of cash flows (unaudited) for the six
          months ended June 30, 1997 and 1998 and the period
          March 27, 1996 (date of formation) through June 30, 1998          5

          Notes to financial statements                                     6

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations                     8-10

Item 3.   Quantitative and Qualitative Disclosure about Market Risk         N/A


                                     PART II

                                OTHER INFORMATION

Item 1.   Legal Proceedings                                                 11

Item 2.   Changes in Securities and Use of Proceeds                         11

Item 3.   Defaults upon Senior Securities                                   11

Item 4.   Submission of Matters to a Vote of Securities Holders             11

Item 5.   Other Information                                                 11

Item 6.   Exhibits and Reports on Form 8-K                                  11

Signatures                                                                  13



<PAGE>

Part I                                                              Page 3 of 13
Item 1: Financial Statements

                            HEARTLAND COMMUNICATIONS
                               & MANAGEMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS



<TABLE>
<CAPTION>
------------------------------------------------------------------------------   -----------    -----------
                                                                                 December 31,     June 30,
                                                                                    1997            1998
                                                                                                (unaudited)
------------------------------------------------------------------------------   -----------    -----------
<S>                                                                              <C>            <C>        
ASSETS
     Cash                                                                        $    10,919    $        --
     Accounts receivable from related parties                                             --             --
     Deposits                                                                          4,940          4,940
------------------------------------------------------------------------------   -----------    -----------
TOTAL CURRENT ASSETS                                                                  15,859          4,940
------------------------------------------------------------------------------   -----------    -----------
     Note receivable from related party                                                   --             --
     Office equipment, less accumulated depreciation of $1,000 and $2,501              8,004          6,504
     Deferred offering costs                                                         407,454        549,177
------------------------------------------------------------------------------   -----------    -----------
TOTAL ASSETS                                                                     $   431,317    $   560,621
------------------------------------------------------------------------------   -----------    -----------
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
     Accounts payable                                                            $   586,883    $   758,719
     Accrued payroll                                                                 157,175        429,529
     Accounts payable to related parties                                             487,830        572,662
------------------------------------------------------------------------------   -----------    -----------
TOTAL CURRENT LIABILITIES                                                          1,231,888      1,760,910
------------------------------------------------------------------------------   -----------    -----------
COMMITMENTS
SHAREHOLDERS' EQUITY (DEFICIT)
     Preferred stock, $.001 par value, 10,000,000 shares authorized;
       None issued
     Common stock, $.001 par value, 50,000,000 shares authorized;
       6,190,900 shares issued at December 31, 1997 and June 30, 1998;
       1,389,314 shares outstanding at December 31, 1997 and June 30, 1998             1,389          1,389
     Additional paid-in capital                                                      620,019        620,019
     Deficit accumulated during the development stage                             (1,421,979)    (1,821,697)
------------------------------------------------------------------------------   -----------    -----------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                                                (800,571)    (1,200,289)
------------------------------------------------------------------------------   -----------    -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                             $   431,317    $   560,621
------------------------------------------------------------------------------   -----------    -----------
</TABLE>

                 See accompanying notes to financial statements.
<PAGE>
Part I                                                              Page 4 of 13
Item 1: Financial Statements


                             HEARTLAND COMMUNICATION
                               & MANAGEMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
-------------------------------------- ----------------------------- ------------------------------ ----------------------
                                                                                                        For the Period
                                                                                                        March 27, 1996
                                        For the three months ended     For the six months ended       (date of formation)
                                       ----------------------------- ------------------------------   through June 30,
                                       June 30, 1997  June 30, 1998  June 30, 1997   June 30, 1998          1998
-------------------------------------- -------------- -------------- --------------- -------------- ----------------------
<S>                                        <C>            <C>             <C>             <C>             <C>               
REVENUES
     Marketing commissions received   
     from related party                    $   3,216     $    4,142       $     952     $   14,367        $      547
-------------------------------------- -------------- -------------- --------------- -------------- -----------------
OPERATING EXPENSES
     Salaries                                 37,704        232,461          75,123        290,177           649,101
     General and administrative               58,694         54,315          88,059        114,561           403,006
     Write-off of offering costs                   -              -               -              -           618,690
     Bad debt expense                              -            419               -          2,711           188,669
-------------------------------------- -------------- -------------- --------------- -------------- -----------------
TOTAL OPERATING EXPENSES                      96,398        287,195         163,182        407,449         1,859,466
-------------------------------------- -------------- -------------- --------------- -------------- -----------------
OPERATING LOSS                              (93,182)      (286,648)       (159,040)      (406,497)        (1,845,099)
Interest income                                3,327          3,392           6,715          6,779            23,402
-------------------------------------- -------------- -------------- --------------- -------------- ------------------
NET LOSS                                  $ (89,855)   $  (283,256)     $ (152,325)   $  (399,718)     $ (1,821,697)
-------------------------------------- -------------- -------------- --------------- -------------- ------------------
WEIGHTED AVERAGE COMMON SHARES           
OUTSTANDING                                1,326,811      1,389,311       1,326,811      1,389,311         1,317,050
-------------------------------------- -------------- -------------- --------------- -------------- ------------------
BASIC AND DILUTED NET LOSS PER SHARE      $    (.06)    $      (.20)     $     (.11)   $      (.29)     $      (1.38)
-------------------------------------- -------------- -------------- --------------- -------------- ----------------------
</TABLE>

                 See accompanying notes to financial statements.
<PAGE>
                                                                    Page 5 of 13

                             HEARTLAND COMMUNICATION
                               & MANAGEMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
--------------------------------------------------- --------------------------------------- ------------------------
                                                                                               For the Period March
                                                                                                   27, 1996
                                                          For the six months ended             (date of formation)
                                                    ------------------- -------------------      through June 30,
                                                         June 30, 1997       June 30, 1998           1998
--------------------------------------------------- ------------------- ------------------- -------------------
<S>                                                        <C>                   <C>                <C>         
CASH FLOWS FROM OPERATING ACTIVITIES
NET LOSS                                                   $  (152,325)          $(399,718)         $(1,821,697)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
  USED IN OPERATIONS
    Shares issued to directors                                       -                   -              31,250
    Depreciation                                                     -               1,501               2,501
    Provision for uncollectible accounts                             -               2,711             188,669
    Increase in accounts receivable from related parties      (22,896)             (2,711)            (19,299)
    Increase in deposits                                             -                   -             (4,940)
    Increase in accounts payable                               176,922             171,836             758,719
    Increase in accrued payroll                                 87,935             272,354             429,529
    Increase in deferred offering costs                      (212,873)           (141,724)           (549,178)
    Increase in accounts payable to related                    112,576              84,832             572,662
    parties
--------------------------------------------------- ------------------- ------------------- -------------------
NET CASH USED IN OPERATING ACTIVITIES                         (10,661)            (10,919)           (411,784)
--------------------------------------------------- ------------------- ------------------- -------------------
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
    Capital expenditures                                             -                   -             (9,004)
    (Increase) decrease in loans to related party               10,605                   -           (169,370)
-------------------------------------------------------- -------------- ------------------- -------------------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES             10,605                   -           (178,374)
-------------------------------------------------------- -------------- ------------------- -------------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Increase in subscription receivable and other issuance           -                   -               4,958
    Proceeds from exercise of warrants                               -                   -             585,200
--------------------------------------------------- ------------------- ------------------- -------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                            -                   -             590,158
--------------------------------------------------- ------------------- ------------------- -------------------
Decrease in cash                                                  (56)            (10,919)                   -
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                      88              10,919                   -
--------------------------------------------------- ------------------- ------------------- -------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                    $       32          $       --             $     -
--------------------------------------------------- ------------------- ------------------- -------------------
</TABLE>
                 See accompanying notes to financial statements.


<PAGE>
                                                                    Page 6 of 13
                            HEARTLAND COMMUNICATION
                               & MANAGEMENT, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)

Note 1            Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and  with the  instructions  to Form  10-Q and  Article  10 of  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting  primarily of normal
recurring  adjustments)  considered  necessary for a fair presentation have been
included. Operating results for the three-month and six-month periods ended June
30, 1998 are not necessarily  indicative of the results that may be expected for
the  year  ended  December  31,  1998.  For  further  information,  refer to the
financial   statements   and  footnotes   thereto   included  in  the  Heartland
Communication & Management, Inc. ("Heartland" or the "Company") annual report on
Form 10-K for the year ended December 31, 1997.

Note 2            Income Taxes

The  Company  did  not  record  an  income  tax  provision  or  benefit  in  the
accompanying financial statements for the three months and six months ended June
30, 1997 because of the existence of net operating losses. Likewise, the Company
does not expect to provide  any income  tax  provision  or benefit  for the year
ending  December 31, 1998 because the Company expects a loss for the year ending
December  31,  1998.  Consequently,  the  Company  did not  record an income tax
provision or benefit in the accompanying  financial statements for the three and
six months ended June 30, 1998

Note 3            Going Concern

As shown in the accompanying financial statements, HCMI incurred a net loss of $
1,821,697 during the period March 27, 1996 (date of formation)  through June 30,
1998. At December 31, 1997 and June 30, 1998, HCMI has a working capital deficit
of $ 1,216,029 and $ 1,755,970,  respectively.  As of December 31, 1997 and June
30, 1998, HCMI had also expended $ 407,454 and $ 549,177 for direct  incremental
offering  costs  whose  recovery  is  dependent  on  the  success  of  its  IPO.
Furthermore,  HCMI expects to fund  development  offering costs and expenditures
and incur losses until it is able to generate  sufficient  income and cash flows
to meet such expenditures and other  requirements.  HCMI does not currently have
sufficient  cash  reserves  to  cover  such  anticipated  expenditures  and cash
requirements.  These factors  raise  substantial  doubt about HCMI's  ability to
continue as a going concern.

HCMI  and HCC  have  been  evaluating  financing  alternatives  as part of their
long-term  business plans.  These  alternatives  include loan  arrangements  for
working capital needs, HCMI's and HCC's stockholders exercise of warrants, HCC's
sale of  preferred  stock  and  warrants  and  other  alternatives,  such as the
formation of HCMI,  including the transfer thereto of many of HCC's  development
options,  with HCMI,  in return,  undertaking  an IPO of a portion of its common
stock. To preserve operating funds, HCC and HCMI have also developed a strategic
plan  which   provides  for  reductions  of,  and  deferrals  of  payments  for,
expenditures and a prioritization of development options.

The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and  classification  of  recorded  assets  or  the  amounts  and
classification  of liabilities  that might be necessary should HCMI be unable to
complete its proposed public offering and continue as a going concern.


<PAGE>
                                                                    Page 7 of 13



Note 4            Bonus Pool

On June 17, 1998, the  shareholders  approved the 1997 bonus pool which consists
of a cash award in the amount of $120,000  and 100,000  shares of the  Company's
common stock.  The accrual for such amounts is reflected as salaries and accrued
payroll in the accompanying financial statements as of June 30, 1998 and for the
three and six months then  ended.  The 100,000  shares of the  Company's  common
stock,  which have not been issued as of June 30, 1998, have been valued at $.50
per share (or an aggregate of $50,000),  the prior exchange price for securities
restricted from public trading.


<PAGE>
                                                                    Page 8 of 13

Part I
Item 2: Management's Discussion and Analysis of
        Financial Condition and Results of Operations

The  following is a  discussion  of the results of  operations  of the (a) three
months ended March,  31 1998  compared  with the same period in 1997 and (b) six
months  ended  June 30,  1998  compared  with the same  period in 1997,  and the
changes in financial  condition through the six months ended June 30, 1998. This
discussion  and analysis  should be read in  conjunction  with the  accompanying
financial statements and notes thereto of Heartland Communications & Management,
Inc.

Results of Operations:

The Company was incorporated as a wholly-owned  subsidiary of Heartland  Capital
Corporation  ("HCC") on March 27,  1996 for the  purpose  of raising  capital to
develop several print and electronic  media and investment  concepts (the "Media
Concepts")  and bring  them to market.  The  development  rights to these  Media
Concepts had been owned by HCC and were  assigned to the Company on May 17, 1996
simultaneously  with payment by HCC of its $4,758  subscription for the stock of
the Company to which it subscribed on March 27, 1996.

Since its  inception  (March 27,  1996)  through June 30,  1998,  the  Company's
activities have been organizational with the Company expending funds principally
to develop a business  plan and to raise  capital.  Through June 30,  1998,  the
Company has not generated any substantial revenue.

Where  the  Company's  expenditures  relate  to  capital  raising  and are  both
incremental and direct, they have been treated as deferred offering costs in the
accompanying   balance  sheets.   Where  such   expenditures  are  indirect  and
administrative in nature, they have been expensed in the accompanying statements
of operations.  Such expensed costs,  together with the write off of $618,680 of
such  expenditures  that had been  previously  deferred  and the  provision of a
$188,669 reserve for receivables,  as discussed below,  account for the majority
of the $1,821,697  deficit  accumulated  by the Company  during the  development
stage through June 30, 1998.

During the year ended  December 31, 1997,  the Company,  in  recognition  of the
length of the Initial  Public  Offering  (IPO)  process,  wrote off  $618,690 of
deferred  offering costs,  the balance  accumulated as of December 31, 1996. New
deferred  offering costs amounted to $407,454 during the year ended December 31,
1997 and $ 141,724 during the six months ended June 30, 1998.

As part of its merchant banking operation,  HCC provided a line of credit to ATB
Productions, L.L.C., an affiliate. Due to the importance of ATB to the Company's
business  plan,  the  Company  has  joined  HCC in  co-funding  the  ATB  Credit
Agreement.  HCC  originally  executed  a line of  credit  agreement  with ATB in
January 1995 to provide working capital for its operations.  In 1996, HCMI began
co-funding this credit facility.  HCMI had advanced  $172,780 as of December 31,
1996.  During the year ended  December 31, 1997, ATB repaid $3,410 of this loan.
The $169,370  outstanding balance is due in December 1999. At December 31, 1997,
the Company  concluded  that the recorded  assets and known  business of ATB did
not, at the present time, support the assured  collectibility of the receivables
from ATB, including the $169,370 advanced under the Credit Agreement and $16,588
from accrued  interest under the Credit  Agreement and unpaid fees under the HCC
Agreement.  Although an affiliate of ATB received  consideration  subsequent  to
December  31,  1997  for the  sale of  certain  radio  properties  it had  sold,
management of the Company again concluded  there was not yet sufficient  assured
asset  value and  business  within  ATB to ensure  the  collectibility  of these
receivables.  Consequently,  the Company,  as of December  31, 1997,  provided a
reserve for these  receivables in the amount of $185,958.  During the six months
ended June 30, 1998, an additional reserve of $2,711 was provided.  The Company,
however,  intends to  vigorously  pursue,  and expects to fully  collect,  these
receivables. Any repayments of these receivables will be recorded as income when
received.

The loss of $399,718  for the six months  ended June 30, 1998 more than  doubled
from the loss of $152,325  incurred for the six months ended June 30, 1997. This
approximately $247,000 increase in loss was due principally to (1) the provision
of $170,000 in June 1998 for the 1997 bonus pool, (2) an  approximately 

<PAGE>
<PAGE>
                                                                    Page 9 of 13
Part I
Item 2: Management's Discussion and Analysis of
        Financial Condition and Results of Operations

$45,000 increase in salaries as the effective number of employees almost doubled
in the six months ended June 30, 1998 versus 1997 and (3) the incurrence of over
$25,000 in travel and  entertainment  expenses  during the six months ended June
30, 1998 in conjunction  with  presentations  made throughout the country ("road
shows") to assist in the sale of the Company's securities in its IPO. Such costs
were not incurred during the comparable period in 1997.

The loss of $283,256  for the three  months  ended June 30, 1998 nearly  tripled
from the loss of  $89,855  for the  three  months  ended  June  30,  1997.  This
approximately  $194,000  increase in loss was due  principally  to the  $170,000
provision  in June  1998  for the 1997  bonus  pool and  $25,000  in  additional
salaries as described above.

The  Company did not record an income tax  provision  or benefit for the periods
ended June 30, 1997 and 1998 because of the existence of net operating losses.

Liquidity and Capital Resources:

The six months ended June 30, 1998 reflected the following  major uses of funds:
(1) a loss from operations of $399,718 and (2) the $141,724 increase in deferred
offering costs.  These uses of funds of approximately  $541,000 were principally
financed by the following:

         Increase in trade accounts payable          $   171,836
         Increase in accrued payroll                     272,354
         Loan from related party                          84,832
         Decrease in cash                                 10,919
         ======================================= ================
         Total                                         $ 539,941
         ======================================= ================

The six months  ended June 30,  1997 had a loss of  $152,325  and an increase in
deferred  offering  costs of  $212,873.  These  uses of  funds of  approximately
$365,000 were similarly financed as follows:

         Increase in trade accounts payable             $ 176,922
         Increase in accrued payroll                       87,935
         Loans from related party                         101,971
         ======================================= =================
         Total                                          $ 366,828
         ======================================= =================


This continued use of liabilities to fund  operations has further  increased the
Company's  working  capital  deficit  from  $1,216,029  at December  31, 1997 to
$1,755,970  at June 30, 1998.  Likewise,  the  continued  incurrence of offering
costs has increased  the amount of direct and  incremental  offering  costs from
$407,454  at December  31,  1997 to $549,177 at June 30, 1998 whose  recovery is
dependent  on the success of the IPO.  The  Company  expects to continue to fund
development  expenditures  and  incur  losses  until  it  is  able  to  generate
sufficient   income  and  cash  flows  to  meet  such   expenditures  and  other
requirements.  The Company does not  currently  have  adequate  cash reserves to
continue to cover such  anticipated  expenditures and cash  requirements.  These
factors,  among others,  raise  substantial doubt about the Company's ability to
continue as a going concern.

The  Company  and  HCC  have  been  evaluating   financing  and   capitalization
alternatives  as part of their  long-term  business  plans.  These  alternatives
include  HCC's sale of  preferred  stock and  warrants  and other 

<PAGE>
                                                                   Page 10 of 13

Part I
Item 2: Management's Discussion and Analysis of
        Financial Condition and Results of Operations


alternatives, including the formation of the Company and the associated transfer
thereto  of many of  HCC's  development  options,  with  the  Company,  in turn,
undertaking  an IPO of a portion  of its common  stock.  To  preserve  operating
funds,  HCC and the Company have also  developed a strategic plan which provides
for reductions of expenditures and a prioritization of development options.

The Company will  structure its  operations  based on both the amount of capital
raised in the IPO and the timing of the receipt of the proceeds. The Company has
developed  an action plan  geared to varying  amounts of capital  being  raised.
Assuming that only $2,000,000 of capital is raised,  the Company's goals will be
to develop additional  programming and broadcast  capabilities for the Heartland
Radio Network (the  "Network")  and to make media  acquisitions  which will help
develop the  Network.  In  addition,  the Company also plans to develop a weekly
publication  aimed at the youth (ages 11 to 18) market that would be distributed
free to students in schools.  Based on preliminary  discussions,  it is expected
that several major  national  companies  would be prominent  advertisers  in the
publication.  Additionally,  at the  $5,000,000  level,  the Company  also would
expand  its  investment  in the teen  publication  and  would  plan to invest in
additional media acquisitions.  If a total of $12,500,000 is raised, the Company
also  would  expect to devote  additional  capital  to  investments  in the teen
publication  and  more  media  acquisitions  as well as to  partially  fund  the
creation of a sports-based  weekly  newspaper  insert which would be provided to
newspapers around the country. This publication also is expected to be supported
by advertising revenue from major national companies.

At the  conclusion  of this  development  effort,  which  for some of the  Media
Concepts  will  require as much as nine  months,  the  Company may still need to
obtain additional financing to begin operations.  There can be no assurance that
the Company will complete the necessary  work on the Media  Concepts on schedule
or that bank or additional  equity financing will be available to the Company as
it seeks to develop the Media Concepts and begin operations.

Because the Company has no history of operations, there is no assurance that the
Media Concepts can be successfully  developed and put into operation  within the
anticipated levels described above. Additionally, there is no assurance that the
Media  Concepts  would in fact be  acceptable  to the  general  public and, as a
result,  there is no assurance that revenues would ever be generated  sufficient
to  recover  the  capital  raised  in the IPO,  let  alone  provide  a return to
shareholders on invested capital.


<PAGE>
Part II                                                            Page 11 of 13

Item 1.           Legal Proceedings
                  Not applicable.

Item 2.           Changes in Securities and Use of Proceeds
                  Not applicable.

Item 3.           Defaults upon Senior Securities
                  Not applicable.

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

                  On June 17, 1998, the 1998 Annual Meeting of  Shareholders  of
                  the Company was held.  The following is a brief summary of the
                  matters  voted upon at the  meeting  and a  tabulation  of the
                  voting thereof:

                  Resolution 1:  Election of Directors.

                                                             Number of Votes
                                                            ------------------
                           Nominee                          For        Against
                           -------                          ---        -------

                           Michael L. Foudy                 793,458       -
                           Ron Alexenburg                   793,458       -
                           Thomas Burgum                    793,458       -
                           Gregory Jackson                  793,458       -
                           Sharon M. Murphy                 793,458       -
                           Bradley B. Niemcek               793,458       -
                           Kirby  S. Ralston                793,458       -
                           B. Eric Sivertsen                793,458       -

                  Resolution 2: Bonus Pool.  The  resolution to establish  a1997
                  bonus  pool in the  amount  of  $120,000  in cash and  100,000
                  shares of HCMI common  shares and the  designation  of Michael
                  Foudy as the sole  recipient  thereof was adopted with 722,010
                  votes cast for,  56,292  votes cast  against and 15,156  votes
                  abstained.

                  Resolution   3:Appointment  of  Auditors.  The  resolution  to
                  appoint BDO Seidman,  LLP as independent public accountants to
                  audit the books for 1998 was approved  with 793,458 votes cast
                  for and no votes cast against or abstained.

Item 5.           Other Information
                  Not applicable.

Item 6.           Exhibits and Reports on Form 8-K

                  (a) Exhibits

   Exhibit           Document                                         Method
   Number          Description                                        of Filing
   ------          -----------                                        ---------

    3.1         Certificate of Incorporation                               *

    3.2         Amendments to Certificate of Incorporation                 *

    3.3         Bylaws of Registrant                                       *

    10.1        Executed Escrow Agreement among the Registrant,
                the Selling Agent and George Mason Bank, McLean,
                Virginia (the Escrow Agent).                              *

    10.2        Intentionally not used

    10.3        Employment Agreement between Registrant and
                Michael L. Foudy.                                        *
<PAGE>
Part II                                                            Page 12 of 13

    10.4        Employment Agreement between Registrant and 
                Bradford W. Baker                                        *

    10.5        Employment Agreement between Registrant and 
                Bradley B. Niemcek.                                      *

    10.6        Assignment Agreement between Registrant and Heartland 
                Capital Corporation.                                     *

    10.61       Amended and Restated Teen Magazine Venture Agreement
                between Heartland Capital Corporation and
                Xpress Ventures, Inc.                                    *

    10.611      License Agreement between Xpress Ventures, Inc. and 
                Gerald Garcia and Bradford W. Baker.                     *

    10.62       Amended and Restated National Sports Magazine Venture
                Agreement between Heartland Capital Corporation and
                Xpress Ventures, Inc.                                    *

    10.63       Representation Agreement between Heartland Capital
                Corporation and ATB Productions, L.L.C.                  *

    10.66       Credit Agreement between Heartland Capital Corporation 
                and ATB Productions, L.L.C.                              *

    10.68       Employment Agreement between Registrant and
                Gerald Garcia.                                           *

    10.69       Barter Trade Agreement between ICON International, 
                Inc. and Registrant                                      *
 
-------
*    Incorporated by reference from Company's Registration Statement on Form S-1
     (File No. 333-8935) and amendments thereto, effective February 14, 1998.

                  (b) Reports on Form 8-K

                  Not applicable.


<PAGE>
Part II                                                            Page 13of 13

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                     Heartland Communications & Management, Inc.

                                                /s/ Michael L. Foudy
-------------------------------      -------------------------------------------
Date: August 17, 1998                             Michael L. Foudy

                                        President, Chief Executive Officer,
                                                        Director and Acting
                                                    Chief Financial Officer