UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of
Report (Date of earliest reported): August 1, 2008
(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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1501
Cumberland Gap Parkway
Middlesboro,
KY 40965
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: 606-248-7323
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))
Item
4.01 Change in Registrants
Certifying Accountant
Previous
independent registered public accounting firm
On August
1, 2008 (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 July
31, 2008. 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, 2007 and 2006 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, 2007 and 2006 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 a loss from
continuing operations, an accumulated deficit and existing uncertain conditions
which the Company faces relative to its obtaining capital in the equity
markets.
During
the years ended December 31, 2007 and 2006, and through the Dismissal Date, 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, 2007 and 2006, and through the Dismissal Date,
there were no reportable events, as defined in Item 304(a)(1)(v) of
Regulation S-K.
The
Company has requested that Former Auditor furnish it with a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the above
statements. A copy of this letter is attached hereto to this Form 8K
as Exhibit 16.1.
New
independent registered public accounting firm
On August
1, 2008 (the “Engagement Date”), the Company engaged Coulter & Justus, P.C.
(“New Auditor”) as its independent registered public accounting firm for the
Company’s fiscal year ended December 31, 2008. 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 |
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Shell company
transactions. |
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Not
applicable |
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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.
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HEARTLAND,
INC. |
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Date:
August 4, 2008
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By:
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/s/
Terry Lee |
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Name:
Terry Lee |
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Title:
CEO |
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