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
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(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 1.01 ENTRY INTO A METRIAL DEFINITIVE AGREEMENT.
FORWARD-LOOKING STATEMENTS. This current report contains certain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, that involve risks and uncertainties. In addition, the Registrant
(Heartland, Inc., a Maryland corporation, and its subsidiary, Mound
Technologies, Inc. a Nevada corporation) may from time to time make oral
forward-looking statements. Actual results are uncertain and may be impacted by
many factors. In particular, certain risks and uncertainties that may impact the
accuracy of the forward-looking statements with respect to revenues, expenses
and operating results include without imitation; cycles of customer orders,
general economic and competitive conditions and changing customer trends,
technological advances and the number and timing of new product introductions,
shipments of products and components from foreign suppliers, and changes in the
mix of products ordered by customers. As a result, the actual results may differ
materially from those projected in the forward-looking statements.
Because of these and other factors that may affect the Registrant's
operating results, past financial performance should not be considered an
indicator of future performance, and investors should not use historical trends
to anticipate results or trends in future periods.
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 adjustments as noted below,
plus Four Million ($4,000,000) US Dollars. The One Million (1,000,000) Shares is
based on a price of Four ($4.00) US Dollars per share. On the one year
anniversary from the closing date, in the event that the average asking price
for the prior 45 days of the Registrant from the one year anniversary date is
less than Four ($4.00) US Dollars than the Seller shall be entitled to
additional shares based on the then average asking price for the prior 45 days
of the Registrant from the one year anniversary date divided by four (4,000,000)
million less the one (1,000,000) million shares received at closing.
The parties are in the process of completing their required due dilligence.
The parties will obtain 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 is set on or before February 17, 2005 at
the office of Ohio Mulch.
Ohio Mulch Supply, Inc. with annual sales of around 23 million US Dollars
and a net profit of around 1.2 million US Dollars, was founded in 1984 and is
headquartered in Columbus, Ohio. Over the course of the past twenty years, it
has become the region's premier manufactutrer of quality mulch and soil
products. With its modern, full-scale production production and distribution
facility in central Ohio, they are within 300 miles of most major metropolitan
cities in the Midwest.
Ohio Mulch deliers most of their products through their own shipping
company, Universal Trucking Company. They utilize spider forklifts, which attach
to the flatbed trucks, allowing them to quickly and easily to upload their
product at the customer site. They have 4 storage facilities throughout the
Midwest. They manufacture their products throughout the year and ship their
products to the storage facilities. These storage facilities are within 200
miles of most major metropolitan cities in the Midwest, allowing them to offer
fast and dependable service to their customers at a competitive price.
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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01
Exhibits:
Exhibit No. Document Description
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10.1 Acquisition Agreement dated November 17, 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: November 24, 2004 Heartland, Inc.
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(Registrant)
/s/ Trent Sommerville
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Trent Sommerville, CEO
/s/ Jerry Gruenbaum
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Jerry Gruenbaum, Secretary