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

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 OR 15(d) of the
                         Securities Exchange Act of 1934


                  Date of Report: November 24, 2004
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                          INTERNATIONAL WIRELESS, INC.
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             (Exact name of Registrant as Specified in Its Charter)


           Maryland                     000-27045               36-4286069
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(State or Other Jurisdiction    (Commission File Number)     (IRS Employer
Of Incorporation)                                          Identification No.)


                               22 Mound Park Drive
                             Springboro, Ohio 45066
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                    (Address of Principal Executive Offices)


       Registrant's telephone number, including area code: (937) 748-4217
                                                         ------------------


           -----------------------------------------------------------
          (Former name or former address, if changes since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant inder any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to  Rule 425 under  the Section 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))

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SECTION 1 - REGISTRANT'S BUSINESS OPERATIONS

ITEM 1.02 TERMINATION OF A METRIAL DEFINITIVE AGREEMENT.

     On November 17, 2004, the Registrant entered into an Acquisition  Agreement
to purchase Ohio Mulch Supply, Inc. of 2140 Advanced Avenue,  Columbus,  Ohio, a
Ohio corporation,  (hereinafter "Ohio Mulch") for One Million (1,000,000) Shares
of the common stock of the Registrant, subject to certain adjustments, plus Four
Million ($4,000,000) US Dollars.

     The  parties  were  in  the  process  of  completing   their  required  due
dilligence,  including obtaining all necessary authorizations and approvals from
their Board of Directors and/or  stockholders where required for the consumation
of the transactions prior to closing. Closing was set to take place on or before
February 17, 2005 at the office of Ohio Mulch.

     As of December 28, 2004, all negotiations  between the parties  terminated,
and as a result, the above contemplated  transaction  whereby the Registrant was
to acquire Ohio Mulch will not take place.


SECTION 7 - REGULATION FD

ITEM 7.01 REGULATION FD DISCLOSURE.

     On December 28, 2004 the Registrant issued a press release  announcing that
it has developed a new composting technology for the production of fertilizer in
an earth-friendly and  environmentally  safe manner. A copy of the press release
is attached as Exhibit 99.1 to this Form 8-K.


SECTION 8 - OTHER EVENTS

ITEM 8.01 OTHER EVENTS.

This Other Events  contains  forward-looking  information  within the meaning of
Section  21E of  the  Securities  Exchange  Act of  1934,  including  statements
regarding any potential sales of products as well as statements that include the
words  "believes,"  "expects,"  "anticipates,"  or  similar  expressions.   Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the  Registrant  to differ  materially  from those  implied or expressed by such
forward-looking statements.

On  December  28,  2004  the  Restrant  announced  that it has  developed  a new
composting  technology for the production of fertilizer in an earth-friendly and
environmentally safe manner.

The  Registrant's  new  technology  enables  the  composting  of a wide range of
materials  in a  fraction  of the time  previously  required  by  nature.  Using
advanced  monitoring  and  systems  regulation   technology,   the  Registrant's
invention  enables the industrial  manufacture of fertilizer from common sources
of waste in a timely and cost-effective manner.

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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 

          Exhibits:

               Exhibit No.   Document Description
               -----------   ---------------------
                  99.1       Press Release dated December 28, 2004

                                   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 hereunto duly authorized.

Dated:  January 3, 2005                            Heartland, Inc.
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                                                   (Registrant)

                                                    /s/  Trent Sommerville
                                                   ----------------------------
                                                    Trent Sommerville, CEO

                                                    /s/  Jerry Gruenbaum
                                                   ----------------------------
                                                    Jerry Gruenbaum, Secretary