SEC Comment Letter for HEARTLAND, INC. (CIK 0001084415) — Jul 14, 2005
HEARTLAND, INC. (CIK 0001084415)
Date: July 14, 2005 · CIK: 0001084415 · Accession: 0000000000-05-036178
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Mail Stop 3561
July 14, 2005
Trent Sommerville, President
Heartland Inc.
3300 Fernbrook Lane
Plymouth, MN 55447
Re: Heartland Inc.
Form 10-KSB/A for Fiscal Year Ended
December 31, 2004
Filed July 6, 2005
Dear Mr. Sommerville:
We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. Where indicated, we think you should
revise the filing in response to these comments. If you disagree,
we
will consider your explanation as to why our comment is
inapplicable
or revision is unnecessary. Please be as detailed as necessary in
your explanation.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call me at the telephone number
listed
at the end of this letter.
Financial Statements
Audit Report
1. When financial statements included in a filing with the
Commission
are changed in subsequent amendment or other filing, the staff
believes that the change should be referenced in the independent
accountant`s report, as indicated by AU Section 561.06a. Please
direct your independent accountant to revise its report to
reference
the error correction made to the audited 2004 and 2003 financial
statements. Also, please have the auditors refer to AU Section
530
and revise their report in accordance with this rule.
Note O - Litigation
2. With respect to our previous comment 5, we note your response.
Please explain to us why management does not believe any loss will
be
incurred if the company is indeed liable for the $428,000.
General
3. We reiterate our request for you to provide, in writing, a
statement from the registrant acknowledging that:
* the registrant is responsible for the adequacy and accuracy of
the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the registrant may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Please file the applicable amended Forms and a supplemental
letter in response to these comments on EDGAR on or before August
5,
2005. Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.
You may contact Babette Cooper at (202) 551-3396 or Terence
O`Brien at (202) 551-3355 if you have any questions.
Sincerely,
Tia Jenkins
Senior Assistant Chief Accountant
Office of Emerging Growth Companies
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Trent Sommerville
Heartland Inc.
July 14, 2005
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