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:     March 31, 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 May 13, 1997
    ------------------------------                         ------------------
    Common Stock, $ .001 par value                               1,389,314

<PAGE>



                                                                    Page 2 of 11

                                     PART I

                              FINANCIAL INFORMATION

                                                                           Page
                                                                          Number

Item 1.   Financial Statements

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

          Statements  of  operations  (unaudited)  for the three  months
          ended  March 31,  1997 and 1998 and the period  March 27, 1996
          (date of formation)
          through March 31, 1998                                               4

          Statements of cash flows (unaudited) for the three
          months ended March 31, 1997 and 1998 and the period
          March 27, 1996 (date of formation) through March 31, 1998            5

          Notes to financial statements                                        6

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations                      7-9

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

                                     PART II

                                OTHER INFORMATION

Item 1.   Legal Proceedings                                                   10

Item 2.   Changes in Securities and Use of Proceeds                           10

Item 3.   Defaults upon Senior Securities                                     10

Item 4.   Submission of Matters to a Vote of Securities Holders               10

Item 5.   Other Information                                                   10

Item 6.   Exhibits and Reports on Form 8-K                                    10

Signatures                                                                    11


<PAGE>



Part I                                                              Page 3 of 11
Item 1: Financial Statements


                            Heartland Communications
                               & Management, Inc.
                          (A Development Stage Company)

                                 Balance Sheets


<TABLE>
<CAPTION>
=====================================================================================================================
                                                                                December 31,          March 31,
                                                                                    1997                 1998
                                                                                                     (unaudited)
                                                                             ------------------ -------------------
<S>                                                                              <C>              <C>             
ASSETS
     Cash                                                                        $      10,919    $            274
     Accounts receivable from related parties                                                -                   -
     Deposits                                                                            4,940               4,940
                                                                             ------------------ -------------------
TOTAL CURRENT ASSETS                                                                    15,859               5,214
                                                                             ------------------ -------------------
     Note receivable from related party                                                      -                   -
     Office equipment, less accumulated depreciation of $1,000 and $1,750                8,004               7,253
     Deferred offering costs                                                           407,454             464,968
                                                                             ------------------ -------------------
TOTAL ASSETS                                                                      $    431,317       $     477,435
                                                                             ------------------ -------------------
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
     Accounts payable                                                             $    586,883       $     638,923
     Accrued payroll                                                                   157,175             199,122
     Accounts payable to related parties                                               487,830             556,424
                                                                             ------------------ -------------------
TOTAL CURRENT LIABILITIES                                                            1,231,888           1,394,469
                                                                             ------------------ -------------------
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;                        1,389               1,389
       6,190,900 shares issued at December 31, 1997 and March 31, 1998;
       1,389,314 shares outstanding at December 31, 1997 and March 31,
       1998
     Additional paid-in capital                                                        620,019             620,019
     Deficit accumulated during the development stage                               (1,421,979)         (1,538,442)
                                                                             ------------------ -------------------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                                                  (800,571)           (917,034)
                                                                             ------------------ -------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                              $    431,317       $     477,435
                                                                             ------------------ -------------------
</TABLE>
                 See accompanying notes to financial statements.


<PAGE>



Part I                                                              Page 4 of 11
Item 1: Financial Statements


                             Heartland Communication
                               & Management, Inc.
                          (A Development Stage Company)

                            Statements of Operations
                                   (unaudited)

<TABLE>
<CAPTION>
=================================================================================================================
                                                                                               For the Period
                                                                                               March 27, 1996
                                                                                            (date of formation)
                                                        For the three months ended           through March 31,
                                                 ------------------------------------------
                                                    March 31, 1997       March 31, 1998             1998
------------------------------------------------ --------------------- -------------------- ---------------------
<S>                                                  <C>                  <C>                 <C>                
REVENUES
     Marketing commissions received from             $            926     $            405    $           13,820
        related party
------------------------------------------------ --------------------- -------------------- ---------------------
OPERATING EXPENSES
     Salaries                                                  37,419               57,716               416,640
     General and administrative                                29,200               60,246               348,691
     Write-off of offering costs                                    -                    -               618,690
     Bad debt expense                                               -                2,292               188,250
------------------------------------------------ --------------------- -------------------- ---------------------
TOTAL OPERATING EXPENSES                                       66,619              120,254             1,572,271
------------------------------------------------ --------------------- -------------------- ---------------------
OPERATING LOSS                                                (65,693)            (119,849)           (1,558,451)
Interest income                                                 3,388                3,387                20,010
------------------------------------------------ --------------------- -------------------- ---------------------
NET LOSS                                             $        (62,305)    $       (116,462)   $       (1,538,441)
================================================ ===================== ==================== =====================
WEIGHTED AVERAGE COMMON SHARES                              1,242,352            1,358,064             1,281,324
   OUTSTANDING
================================================ ===================== ==================== =====================
BASIC AND DILUTED NET LOSS PER SHARE                 $           (.05)    $           (.09)   $            (1.20)
================================================ ===================== ==================== =====================
</TABLE>
                 See accompanying notes to financial statements.


<PAGE>



Part I                                                              Page 5 of 11
Item 1: Financial Statements


                             Heartland Communication
                               & Management, Inc.
                          (A Development Stage Company)

                            Statements of Cash Flows
                                   (unaudited)

<TABLE>
<CAPTION>
=================================================================================================================
                                                                                               For the Period
                                                                                               March 27, 1996
                                                                                            (date of formation)
                                                          For the three months ended         through March 31,
                                                    ---------------------------------------
                                                      March 31, 1997      March 31, 1998            1998
--------------------------------------------------- ------------------- ------------------- ---------------------
<S>                                                     <C>                   <C>                <C>            
CASH FLOWS FROM OPERATING ACTIVITIES
NET LOSS                                                $      (62,305)       $   (116,462)      $    (1,538,441)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
  USED IN OPERATIONS
    Shares issued to directors                                       -                   -                31,250
    Depreciation                                                     -                 750                 1,750
    Provision for uncollectible accounts                             -               2,292               188,250
    Increase in accounts receivable from related parties        (5,600)             (2,292)              (18,880)
    Increase in deposits                                             -                   -                (4,940)
    Increase in accounts payable                               121,112              52,040               638,923
    Increase in accrued payroll                                 27,419              41,947               199,122
    Increase in deferred offering costs                       (150,901)            (57,514)             (464,968)
    Increase in accounts payable to related                     69,156              68,594               556,424
    parties
-------------------------------------------------------- -------------- ------------------- ---------------------
NET CASH USED IN OPERATING ACTIVITIES                           (1,119)            (10,645)             (411,510)
-------------------------------------------------------- -------------- ------------------- ---------------------
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
    Capital expenditures                                             -                   -                (9,004)
    (Increase) decrease in loans to related party                2,245                   -              (169,370)
-------------------------------------------------------- -------------- ------------------- ---------------------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES              2,245                   -              (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
=================================================== =================== =================== =====================
Increase (decrease) in cash                                      1,126             (10,645)                  274
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                      88              10,919                     -
--------------------------------------------------- ------------------- ------------------- ---------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD              $          1,214    $            274  $                274
=================================================== =================== =================== =====================
</TABLE>
                 See accompanying notes to financial statements.


<PAGE>



Part I                                                              Page 6 of 11
Item 1: Financial Statements


                             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 period ended March 31, 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 March 31, 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.


<PAGE>



Part I                                                              Page 7 of 11
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 quarter ended
March,  31 1998  compared  with the same period in the 1997,  and the changes in
financial  condition  through the first  quarter of 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  March 31, 1998,  the  Company's
activities have been organizational with the Company expending funds principally
to develop a business plan and to raise  capital.  Through  March 31, 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
$188,250 reserve for receivables,  as discussed below,  account for the majority
of the $1,538,441  deficit  accumulated  by the Company  during the  development
stage through March 31, 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 $57,514 during the three months ended March 31, 1998.

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 three months ended March 31, 1998, an additional reserve of
$2,292 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 $116,462 for the three  months  ended March 31, 1998 nearly  doubled
from the loss of $62,305  incurred  for the three  months  ended March 31, 1997.
This  approximately  $54,000  increase  in loss  was due  principally  to (1) an
approximately  $20,000 increase in salaries as the effective number of employees
almost  doubled in the three months ended March 31, 1998 versus 1997 and (2) the
incurrence of over $20,000 in travel and entertainment expenses during the three
months ended March 31, 1998 in conjunction


<PAGE>



Part I                                                              Page 8 of 11
Item 2: Management's Discussion and Analysis of
        Financial Condition and Results of Operations

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  Company did not record an income tax  provision  or benefit for the periods
ended March 31, 1997 and 1998 because of the existence of net operating losses.

Liquidity and Capital Resources:

The three  months ended March 31, 1998  reflected  the  following  major uses of
funds:  (1) a loss from  operations of $116,462 and (2) the $57,514  increase in
deferred  offering  costs.  These uses of funds of  approximately  $174,000 were
principally financed by the following:


          Increase in trade accounts payable                    $   52,040
          Increase in accrued payroll                               41,947
          Loan from related party                                   68,594
          Decrease in cash                                          10,645
          --------------------------------------- ------------------------
          Total                                                  $ 173,226
          ======================================= =========================


The three  months  ended March 31, 1997 had a loss of $62,305 and an increase in
deferred  offering  costs of  $150,901.  These  uses of  funds of  approximately
$213,000 were similarly financed as follows:


          Increase in trade accounts payable                     $ 121,112
          Increase in accrued payroll                               27,419
          Loans from related party                                  68,594
          --------------------------------------- ------------------------
          Total                                                  $ 217,125
          ======================================= =========================


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
$1,389,255 at March 31, 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 $464,968 at March 31,  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  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


<PAGE>



Part I                                                              Page 9 of 11
Item 2: Management's Discussion and Analysis of
        Financial Condition and Results of Operations

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 10 of 11

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
               Not applicable.

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.                                                          *

     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 11 of 11

                                   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.

-----------------------------    -----------------------------------------------
Date: May 15, 1998                                              Michael L. Foudy
                                 President, Chief Executive Officer and Director

-----------------------------    -----------------------------------------------
Date: May 15, 1998                                                Linda G. Moore
                                                     Chief Financial Officer and
                                                             Assistant Treasurer
                                                (Principal Financial Officer and
                                                   Principal Accounting Officer)