f8ka0711_form-htlj.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of
1934
Date
of
Report (Date of earliest reported): April 30, 2007
(Exact
name of registrant as specified in charter)
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Maryland
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000-27045
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36-4286069
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(State or Other Jurisdiction
of Incorporation or Organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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124
Brooklyn Street
Cumberland
Gap, Tennessee 37724
(Address
of principal executive offices) (Zip Code)
P.O.
Box
4320
Harrogate,
Tennessee 37752
(Mailing
Address of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (423) 526-7030
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Previous
independent registered public accounting firm
On
April
30, 2007 (the “Dismissal Date”), Heartland, Inc. (the “Company”) advised Meyler
& Company, LLC (the “Former Auditor”) that it was dismissed as the Company’s
independent registered public accounting firm. The decision to
dismiss the Former Auditor as the Company’s independent registered public
accounting firm was approved by the Company’s Board of Directors on April 30,
2007. Except as noted in the paragraph immediately below, the reports
of the Former Auditor on the Company’s consolidated financial statements for the
years ended December 31, 2006 and 2005 did not contain an adverse opinion or
disclaimer of opinion, and such reports were not qualified or modified as to
uncertainty, audit scope, or accounting principle.
The
reports of the Former Auditor on the Company’s
consolidated financial statements as of and for the years ended December
31,
2006 and 2005 contained an explanatory paragraph which noted that there was
substantial doubt as to the Company’s ability to continue as a going concern as
the Company had negative working capital, an accumulated deficit and there
existed uncertain conditions which the Company faced relative to its obtaining
capital in the equity markets.
During
the years ended December 31, 2006 and 2005, and through April 30, 2007, the
Company has not had any disagreements with the Former Auditor on any matter
of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the Former Auditor’s
satisfaction, would have caused them to make reference thereto in their reports
on the Company’s consolidated financial statements for such years.
During
the years ended December 31, 2006 and 2005, and through April 30, 2007, there
were no reportable events, as defined in Item 304(a)(1)(v) of
Regulation S-K.
The
Company provided the Former Auditor
with a copy of the Form
8-K filed with the Securities and Exchange Commission on May 7, 2007
disclosing the dismissal
of the Former Auditor (the
“Initial
8k”). The
Former Auditor provided the Company
with a letter dated July
2, 2007 advising that it agreed with the statements
made in the
Initial 8k except for
the
disclosure made relating to
the
underlying
reasons surrounding the Former
Auditor’s
uncertainty
as to the Company’s
ability to continue as a going
concern. This
amendment to the Initial
8K has been revised
to
include the letter
from the Former Auditor and to
revise the disclosure relating to the Former Auditor’s
uncertainty as to the
Company’s
ability to continue as a going
concern.
New
independent registered public accounting firm
On
May 2,
2007 (the “Engagement Date”), the Company engaged Russell Bedford Stefanou
Mirchandani LLP (“New Auditor”) as its independent registered public accounting
firm for the Company’s fiscal year ended December 31, 2007. The decision to
engage the New Auditor as the Company’s independent registered public accounting
firm was approved by the Company’s Board of Directors.
During
the two most recent fiscal years and through the Engagement Date, the Company
has not consulted with the New Auditor regarding either:
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1.
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the
application of accounting principles to any specified transaction,
either
completed or proposed, or the type of audit opinion that might be
rendered
on the Company’s financial statements, and neither a written report was
provided to the Company nor oral advice was provided that the New
Auditor
concluded was an important factor considered by the Company in reaching
a
decision as to the accounting, auditing or financial reporting issue;
or
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2.
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any
matter that was either subject of disagreement or event, as defined
in
Item 304(a)(1)(iv)(A) of Regulation S-B and the related instruction
to
Item 304 of Regulation S-B, or a reportable event, as that term is
explained in Item 304(a)(1)(iv)(A) of Regulation
S-B.
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Item
9.01 Financial Statements and Exhibits
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(a)
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Financial
statements of businesses
acquired.
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Not
applicable
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(b)
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Pro
forma financial
information.
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Not
applicable
(c) Shell
company transactions.
Not
applicable
(d)
Exhibits
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Exhibit
No.
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Description
of Exhibit
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16.1
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Letter
from Meyler & Company, LLC
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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 hereunto
duly authorized.
HEARTLAND,
INC.
Date:
July 2,
2007 By:/s/Terry
Lee
Name:
Terry Lee
Title:
CEO and Chairman