Page 1 of 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 1998
---------------
OR
[ ] TRANSITION REPORT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from ___________________ to __________________
Commission file number 333-08935
----------
Heartland Communications & Management, Inc.
-------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 54-1799019
-------- ----------
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
Incorporation or Organization)
1320 Old Chain Bridge Road, McLean, VA 22101
--------------------------------------------
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code (703) 883-1836
------------------
N/A
-------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No _____
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as the latest practicable date:
Shares Outstanding
Class as of August 10, 1998
----- ---------------------
Common Stock, $ .001 par value 1,389,314
<PAGE>
Page 2 of 1
PART I
FINANCIAL INFORMATION
Page
Number
------
Item 1. Financial Statements
Balance sheets as of December 31,1997
and June 30, 1998 (unaudited) 3
Statements of operations (unaudited) for the three and six
months ended June 30, 1997 and 1998 and the period March 27,
1996 (date of formation)
through June 30, 1998 4
Statements of cash flows (unaudited) for the six
months ended June 30, 1997 and 1998 and the period
March 27, 1996 (date of formation) through June 30, 1998 5
Notes to financial statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-10
Item 3. Quantitative and Qualitative Disclosure about Market Risk N/A
PART II
OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities and Use of Proceeds 11
Item 3. Defaults upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Securities Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 13
<PAGE>
Part I Page 3 of 13
Item 1: Financial Statements
HEARTLAND COMMUNICATIONS
& MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------ ----------- -----------
December 31, June 30,
1997 1998
(unaudited)
- ------------------------------------------------------------------------------ ----------- -----------
<S> <C> <C>
ASSETS
Cash $ 10,919 $ --
Accounts receivable from related parties -- --
Deposits 4,940 4,940
- ------------------------------------------------------------------------------ ----------- -----------
TOTAL CURRENT ASSETS 15,859 4,940
- ------------------------------------------------------------------------------ ----------- -----------
Note receivable from related party -- --
Office equipment, less accumulated depreciation of $1,000 and $2,501 8,004 6,504
Deferred offering costs 407,454 549,177
- ------------------------------------------------------------------------------ ----------- -----------
TOTAL ASSETS $ 431,317 $ 560,621
- ------------------------------------------------------------------------------ ----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Accounts payable $ 586,883 $ 758,719
Accrued payroll 157,175 429,529
Accounts payable to related parties 487,830 572,662
- ------------------------------------------------------------------------------ ----------- -----------
TOTAL CURRENT LIABILITIES 1,231,888 1,760,910
- ------------------------------------------------------------------------------ ----------- -----------
COMMITMENTS
SHAREHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.001 par value, 10,000,000 shares authorized;
None issued
Common stock, $.001 par value, 50,000,000 shares authorized;
6,190,900 shares issued at December 31, 1997 and June 30, 1998;
1,389,314 shares outstanding at December 31, 1997 and June 30, 1998 1,389 1,389
Additional paid-in capital 620,019 620,019
Deficit accumulated during the development stage (1,421,979) (1,821,697)
- ------------------------------------------------------------------------------ ----------- -----------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) (800,571) (1,200,289)
- ------------------------------------------------------------------------------ ----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) $ 431,317 $ 560,621
- ------------------------------------------------------------------------------ ----------- -----------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Part I Page 4 of 13
Item 1: Financial Statements
HEARTLAND COMMUNICATION
& MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
- -------------------------------------- ----------------------------- ------------------------------ ----------------------
For the Period
March 27, 1996
For the three months ended For the six months ended (date of formation)
----------------------------- ------------------------------ through June 30,
June 30, 1997 June 30, 1998 June 30, 1997 June 30, 1998 1998
- -------------------------------------- -------------- -------------- --------------- -------------- ----------------------
<S> <C> <C> <C> <C> <C>
REVENUES
Marketing commissions received
from related party $ 3,216 $ 4,142 $ 952 $ 14,367 $ 547
- -------------------------------------- -------------- -------------- --------------- -------------- -----------------
OPERATING EXPENSES
Salaries 37,704 232,461 75,123 290,177 649,101
General and administrative 58,694 54,315 88,059 114,561 403,006
Write-off of offering costs - - - - 618,690
Bad debt expense - 419 - 2,711 188,669
- -------------------------------------- -------------- -------------- --------------- -------------- -----------------
TOTAL OPERATING EXPENSES 96,398 287,195 163,182 407,449 1,859,466
- -------------------------------------- -------------- -------------- --------------- -------------- -----------------
OPERATING LOSS (93,182) (286,648) (159,040) (406,497) (1,845,099)
Interest income 3,327 3,392 6,715 6,779 23,402
- -------------------------------------- -------------- -------------- --------------- -------------- ------------------
NET LOSS $ (89,855) $ (283,256) $ (152,325) $ (399,718) $ (1,821,697)
- -------------------------------------- -------------- -------------- --------------- -------------- ------------------
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 1,326,811 1,389,311 1,326,811 1,389,311 1,317,050
- -------------------------------------- -------------- -------------- --------------- -------------- ------------------
BASIC AND DILUTED NET LOSS PER SHARE $ (.06) $ (.20) $ (.11) $ (.29) $ (1.38)
- -------------------------------------- -------------- -------------- --------------- -------------- ----------------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Page 5 of 13
HEARTLAND COMMUNICATION
& MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
- --------------------------------------------------- --------------------------------------- ------------------------
For the Period March
27, 1996
For the six months ended (date of formation)
------------------- ------------------- through June 30,
June 30, 1997 June 30, 1998 1998
- --------------------------------------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
NET LOSS $ (152,325) $(399,718) $(1,821,697)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
USED IN OPERATIONS
Shares issued to directors - - 31,250
Depreciation - 1,501 2,501
Provision for uncollectible accounts - 2,711 188,669
Increase in accounts receivable from related parties (22,896) (2,711) (19,299)
Increase in deposits - - (4,940)
Increase in accounts payable 176,922 171,836 758,719
Increase in accrued payroll 87,935 272,354 429,529
Increase in deferred offering costs (212,873) (141,724) (549,178)
Increase in accounts payable to related 112,576 84,832 572,662
parties
- --------------------------------------------------- ------------------- ------------------- -------------------
NET CASH USED IN OPERATING ACTIVITIES (10,661) (10,919) (411,784)
- --------------------------------------------------- ------------------- ------------------- -------------------
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES
Capital expenditures - - (9,004)
(Increase) decrease in loans to related party 10,605 - (169,370)
- -------------------------------------------------------- -------------- ------------------- -------------------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES 10,605 - (178,374)
- -------------------------------------------------------- -------------- ------------------- -------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in subscription receivable and other issuance - - 4,958
Proceeds from exercise of warrants - - 585,200
- --------------------------------------------------- ------------------- ------------------- -------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES - - 590,158
- --------------------------------------------------- ------------------- ------------------- -------------------
Decrease in cash (56) (10,919) -
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 88 10,919 -
- --------------------------------------------------- ------------------- ------------------- -------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 32 $ -- $ -
- --------------------------------------------------- ------------------- ------------------- -------------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Page 6 of 13
HEARTLAND COMMUNICATION
& MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting primarily of normal
recurring adjustments) considered necessary for a fair presentation have been
included. Operating results for the three-month and six-month periods ended June
30, 1998 are not necessarily indicative of the results that may be expected for
the year ended December 31, 1998. For further information, refer to the
financial statements and footnotes thereto included in the Heartland
Communication & Management, Inc. ("Heartland" or the "Company") annual report on
Form 10-K for the year ended December 31, 1997.
Note 2 Income Taxes
The Company did not record an income tax provision or benefit in the
accompanying financial statements for the three months and six months ended June
30, 1997 because of the existence of net operating losses. Likewise, the Company
does not expect to provide any income tax provision or benefit for the year
ending December 31, 1998 because the Company expects a loss for the year ending
December 31, 1998. Consequently, the Company did not record an income tax
provision or benefit in the accompanying financial statements for the three and
six months ended June 30, 1998
Note 3 Going Concern
As shown in the accompanying financial statements, HCMI incurred a net loss of $
1,821,697 during the period March 27, 1996 (date of formation) through June 30,
1998. At December 31, 1997 and June 30, 1998, HCMI has a working capital deficit
of $ 1,216,029 and $ 1,755,970, respectively. As of December 31, 1997 and June
30, 1998, HCMI had also expended $ 407,454 and $ 549,177 for direct incremental
offering costs whose recovery is dependent on the success of its IPO.
Furthermore, HCMI expects to fund development offering costs and expenditures
and incur losses until it is able to generate sufficient income and cash flows
to meet such expenditures and other requirements. HCMI does not currently have
sufficient cash reserves to cover such anticipated expenditures and cash
requirements. These factors raise substantial doubt about HCMI's ability to
continue as a going concern.
HCMI and HCC have been evaluating financing alternatives as part of their
long-term business plans. These alternatives include loan arrangements for
working capital needs, HCMI's and HCC's stockholders exercise of warrants, HCC's
sale of preferred stock and warrants and other alternatives, such as the
formation of HCMI, including the transfer thereto of many of HCC's development
options, with HCMI, in return, undertaking an IPO of a portion of its common
stock. To preserve operating funds, HCC and HCMI have also developed a strategic
plan which provides for reductions of, and deferrals of payments for,
expenditures and a prioritization of development options.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets or the amounts and
classification of liabilities that might be necessary should HCMI be unable to
complete its proposed public offering and continue as a going concern.
<PAGE>
Page 7 of 13
Note 4 Bonus Pool
On June 17, 1998, the shareholders approved the 1997 bonus pool which consists
of a cash award in the amount of $120,000 and 100,000 shares of the Company's
common stock. The accrual for such amounts is reflected as salaries and accrued
payroll in the accompanying financial statements as of June 30, 1998 and for the
three and six months then ended. The 100,000 shares of the Company's common
stock, which have not been issued as of June 30, 1998, have been valued at $.50
per share (or an aggregate of $50,000), the prior exchange price for securities
restricted from public trading.
<PAGE>
Page 8 of 13
Part I
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following is a discussion of the results of operations of the (a) three
months ended March, 31 1998 compared with the same period in 1997 and (b) six
months ended June 30, 1998 compared with the same period in 1997, and the
changes in financial condition through the six months ended June 30, 1998. This
discussion and analysis should be read in conjunction with the accompanying
financial statements and notes thereto of Heartland Communications & Management,
Inc.
Results of Operations:
The Company was incorporated as a wholly-owned subsidiary of Heartland Capital
Corporation ("HCC") on March 27, 1996 for the purpose of raising capital to
develop several print and electronic media and investment concepts (the "Media
Concepts") and bring them to market. The development rights to these Media
Concepts had been owned by HCC and were assigned to the Company on May 17, 1996
simultaneously with payment by HCC of its $4,758 subscription for the stock of
the Company to which it subscribed on March 27, 1996.
Since its inception (March 27, 1996) through June 30, 1998, the Company's
activities have been organizational with the Company expending funds principally
to develop a business plan and to raise capital. Through June 30, 1998, the
Company has not generated any substantial revenue.
Where the Company's expenditures relate to capital raising and are both
incremental and direct, they have been treated as deferred offering costs in the
accompanying balance sheets. Where such expenditures are indirect and
administrative in nature, they have been expensed in the accompanying statements
of operations. Such expensed costs, together with the write off of $618,680 of
such expenditures that had been previously deferred and the provision of a
$188,669 reserve for receivables, as discussed below, account for the majority
of the $1,821,697 deficit accumulated by the Company during the development
stage through June 30, 1998.
During the year ended December 31, 1997, the Company, in recognition of the
length of the Initial Public Offering (IPO) process, wrote off $618,690 of
deferred offering costs, the balance accumulated as of December 31, 1996. New
deferred offering costs amounted to $407,454 during the year ended December 31,
1997 and $ 141,724 during the six months ended June 30, 1998.
As part of its merchant banking operation, HCC provided a line of credit to ATB
Productions, L.L.C., an affiliate. Due to the importance of ATB to the Company's
business plan, the Company has joined HCC in co-funding the ATB Credit
Agreement. HCC originally executed a line of credit agreement with ATB in
January 1995 to provide working capital for its operations. In 1996, HCMI began
co-funding this credit facility. HCMI had advanced $172,780 as of December 31,
1996. During the year ended December 31, 1997, ATB repaid $3,410 of this loan.
The $169,370 outstanding balance is due in December 1999. At December 31, 1997,
the Company concluded that the recorded assets and known business of ATB did
not, at the present time, support the assured collectibility of the receivables
from ATB, including the $169,370 advanced under the Credit Agreement and $16,588
from accrued interest under the Credit Agreement and unpaid fees under the HCC
Agreement. Although an affiliate of ATB received consideration subsequent to
December 31, 1997 for the sale of certain radio properties it had sold,
management of the Company again concluded there was not yet sufficient assured
asset value and business within ATB to ensure the collectibility of these
receivables. Consequently, the Company, as of December 31, 1997, provided a
reserve for these receivables in the amount of $185,958. During the six months
ended June 30, 1998, an additional reserve of $2,711 was provided. The Company,
however, intends to vigorously pursue, and expects to fully collect, these
receivables. Any repayments of these receivables will be recorded as income when
received.
The loss of $399,718 for the six months ended June 30, 1998 more than doubled
from the loss of $152,325 incurred for the six months ended June 30, 1997. This
approximately $247,000 increase in loss was due principally to (1) the provision
of $170,000 in June 1998 for the 1997 bonus pool, (2) an approximately
<PAGE>
<PAGE>
Page 9 of 13
Part I
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations
$45,000 increase in salaries as the effective number of employees almost doubled
in the six months ended June 30, 1998 versus 1997 and (3) the incurrence of over
$25,000 in travel and entertainment expenses during the six months ended June
30, 1998 in conjunction with presentations made throughout the country ("road
shows") to assist in the sale of the Company's securities in its IPO. Such costs
were not incurred during the comparable period in 1997.
The loss of $283,256 for the three months ended June 30, 1998 nearly tripled
from the loss of $89,855 for the three months ended June 30, 1997. This
approximately $194,000 increase in loss was due principally to the $170,000
provision in June 1998 for the 1997 bonus pool and $25,000 in additional
salaries as described above.
The Company did not record an income tax provision or benefit for the periods
ended June 30, 1997 and 1998 because of the existence of net operating losses.
Liquidity and Capital Resources:
The six months ended June 30, 1998 reflected the following major uses of funds:
(1) a loss from operations of $399,718 and (2) the $141,724 increase in deferred
offering costs. These uses of funds of approximately $541,000 were principally
financed by the following:
Increase in trade accounts payable $ 171,836
Increase in accrued payroll 272,354
Loan from related party 84,832
Decrease in cash 10,919
======================================= ================
Total $ 539,941
======================================= ================
The six months ended June 30, 1997 had a loss of $152,325 and an increase in
deferred offering costs of $212,873. These uses of funds of approximately
$365,000 were similarly financed as follows:
Increase in trade accounts payable $ 176,922
Increase in accrued payroll 87,935
Loans from related party 101,971
======================================= =================
Total $ 366,828
======================================= =================
This continued use of liabilities to fund operations has further increased the
Company's working capital deficit from $1,216,029 at December 31, 1997 to
$1,755,970 at June 30, 1998. Likewise, the continued incurrence of offering
costs has increased the amount of direct and incremental offering costs from
$407,454 at December 31, 1997 to $549,177 at June 30, 1998 whose recovery is
dependent on the success of the IPO. The Company expects to continue to fund
development expenditures and incur losses until it is able to generate
sufficient income and cash flows to meet such expenditures and other
requirements. The Company does not currently have adequate cash reserves to
continue to cover such anticipated expenditures and cash requirements. These
factors, among others, raise substantial doubt about the Company's ability to
continue as a going concern.
The Company and HCC have been evaluating financing and capitalization
alternatives as part of their long-term business plans. These alternatives
include HCC's sale of preferred stock and warrants and other
<PAGE>
Page 10 of 13
Part I
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations
alternatives, including the formation of the Company and the associated transfer
thereto of many of HCC's development options, with the Company, in turn,
undertaking an IPO of a portion of its common stock. To preserve operating
funds, HCC and the Company have also developed a strategic plan which provides
for reductions of expenditures and a prioritization of development options.
The Company will structure its operations based on both the amount of capital
raised in the IPO and the timing of the receipt of the proceeds. The Company has
developed an action plan geared to varying amounts of capital being raised.
Assuming that only $2,000,000 of capital is raised, the Company's goals will be
to develop additional programming and broadcast capabilities for the Heartland
Radio Network (the "Network") and to make media acquisitions which will help
develop the Network. In addition, the Company also plans to develop a weekly
publication aimed at the youth (ages 11 to 18) market that would be distributed
free to students in schools. Based on preliminary discussions, it is expected
that several major national companies would be prominent advertisers in the
publication. Additionally, at the $5,000,000 level, the Company also would
expand its investment in the teen publication and would plan to invest in
additional media acquisitions. If a total of $12,500,000 is raised, the Company
also would expect to devote additional capital to investments in the teen
publication and more media acquisitions as well as to partially fund the
creation of a sports-based weekly newspaper insert which would be provided to
newspapers around the country. This publication also is expected to be supported
by advertising revenue from major national companies.
At the conclusion of this development effort, which for some of the Media
Concepts will require as much as nine months, the Company may still need to
obtain additional financing to begin operations. There can be no assurance that
the Company will complete the necessary work on the Media Concepts on schedule
or that bank or additional equity financing will be available to the Company as
it seeks to develop the Media Concepts and begin operations.
Because the Company has no history of operations, there is no assurance that the
Media Concepts can be successfully developed and put into operation within the
anticipated levels described above. Additionally, there is no assurance that the
Media Concepts would in fact be acceptable to the general public and, as a
result, there is no assurance that revenues would ever be generated sufficient
to recover the capital raised in the IPO, let alone provide a return to
shareholders on invested capital.
<PAGE>
Part II Page 11 of 13
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities and Use of Proceeds
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Securities Holders
On June 17, 1998, the 1998 Annual Meeting of Shareholders of
the Company was held. The following is a brief summary of the
matters voted upon at the meeting and a tabulation of the
voting thereof:
Resolution 1: Election of Directors.
Number of Votes
------------------
Nominee For Against
------- --- -------
Michael L. Foudy 793,458 -
Ron Alexenburg 793,458 -
Thomas Burgum 793,458 -
Gregory Jackson 793,458 -
Sharon M. Murphy 793,458 -
Bradley B. Niemcek 793,458 -
Kirby S. Ralston 793,458 -
B. Eric Sivertsen 793,458 -
Resolution 2: Bonus Pool. The resolution to establish a1997
bonus pool in the amount of $120,000 in cash and 100,000
shares of HCMI common shares and the designation of Michael
Foudy as the sole recipient thereof was adopted with 722,010
votes cast for, 56,292 votes cast against and 15,156 votes
abstained.
Resolution 3:Appointment of Auditors. The resolution to
appoint BDO Seidman, LLP as independent public accountants to
audit the books for 1998 was approved with 793,458 votes cast
for and no votes cast against or abstained.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Document Method
Number Description of Filing
------ ----------- ---------
3.1 Certificate of Incorporation *
3.2 Amendments to Certificate of Incorporation *
3.3 Bylaws of Registrant *
10.1 Executed Escrow Agreement among the Registrant,
the Selling Agent and George Mason Bank, McLean,
Virginia (the Escrow Agent). *
10.2 Intentionally not used
10.3 Employment Agreement between Registrant and
Michael L. Foudy. *
<PAGE>
Part II Page 12 of 13
10.4 Employment Agreement between Registrant and
Bradford W. Baker *
10.5 Employment Agreement between Registrant and
Bradley B. Niemcek. *
10.6 Assignment Agreement between Registrant and Heartland
Capital Corporation. *
10.61 Amended and Restated Teen Magazine Venture Agreement
between Heartland Capital Corporation and
Xpress Ventures, Inc. *
10.611 License Agreement between Xpress Ventures, Inc. and
Gerald Garcia and Bradford W. Baker. *
10.62 Amended and Restated National Sports Magazine Venture
Agreement between Heartland Capital Corporation and
Xpress Ventures, Inc. *
10.63 Representation Agreement between Heartland Capital
Corporation and ATB Productions, L.L.C. *
10.66 Credit Agreement between Heartland Capital Corporation
and ATB Productions, L.L.C. *
10.68 Employment Agreement between Registrant and
Gerald Garcia. *
10.69 Barter Trade Agreement between ICON International,
Inc. and Registrant *
- -------
* Incorporated by reference from Company's Registration Statement on Form S-1
(File No. 333-8935) and amendments thereto, effective February 14, 1998.
(b) Reports on Form 8-K
Not applicable.
<PAGE>
Part II Page 13of 13
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 thereunto duly authorized.
Heartland Communications & Management, Inc.
/s/ Michael L. Foudy
- ------------------------------- -------------------------------------------
Date: August 17, 1998 Michael L. Foudy
President, Chief Executive Officer,
Director and Acting
Chief Financial Officer
