Summary of HEARTLAND, INC.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OERATION.

Safe Harbor Provisions
Cautionary Statement Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995:
This Quarterly Report on Form 10-Q contains "forward-looking" statements within the meaning of the Federal securities laws. These forward-looking statements include, among others, statements concerning the Company's expectations regarding sales trends, gross and net operating margin trends, political and economic matters, statements concerning the availability of equity capital to fund the Company's capital requirements, and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. The forward-looking statements in this Quarterly Report on Form 10-Q are subject to risks and uncertainties that could cause actual results to differ materially from those results expressed in or implied by the statements contained herein.

Introduction
Our Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide investors and others with information we believe is necessary to understand the Company's financial condition, changes in financial condition, results of operations and cash flows. Our MD&A should be read in conjunction with the Company's Consolidated Financial Statements and related Notes to Consolidated Financial Statements and other information included in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q should also be read in conjunction with our most recently filed Form 10-K.

Unless the context otherwise requires, references in this MD&A to the "Company"," "Corporate", "Heartland," and "we" refer to Heartland, Inc. and its consolidated subsidiaries when applicable.

The interim financial statements have been prepared by Heartland, Inc. and in the opinion of management, reflect all material adjustments which are necessary in order to present a fair statement of results for the interim periods presented, including normal recurring adjustments. Certain information and footnote disclosures made in the most recent annual financial statements included in the Company's Form 10-KSB for the year ended December 31, 2007, have been condensed or omitted for the interim statements. It is the Company's opinion that, when the interim statements are read in conjunction with the December 31, 2007 financial statements, the disclosures are adequate to make the information presented not misleading. The results of operations for the three months ended September 30, 2008 are not necessarily indicative of the operating results for the full fiscal year.

Overview
Mound Technologies, Inc. ("Mound"), a Nevada corporation with its corporate headquarters located in Springboro, Ohio is a wholly owned subsidiary of the Company.

Mound is a full service structural and miscellaneous steel fabricator. It also manufactures steel stairs and railings, both industrial and architectural quality. The present capacity of the facility is approximately 6,000 tons per year of structural and miscellaneous steel.

Mound is focused on the fabrication of metal products and produces structural steel, miscellaneous metals, steel stairs, railings, bar joists, metal decks and the erection thereof. In the steel products segment, steel joists and joist girders, and steel deck are sold to general contractors and fabricators throughout the United States. Substantially all work is to order and no unsold inventories of finished products are maintained. All sales contracts are firm fixed-price contracts and are normally competitively bid against other suppliers. Cold finished steel and steel fasteners are manufactured in standard sizes and inventories are maintained. As of September 30, 2008, Mound is the only operational segment of the business.

On July 17, 2008, the Company entered into a Letter of Intent to purchase all the assets of Lee Oil Company, Inc., Lee's Food Mart, LLC, and Lee Enterprises, Inc. Terry Lee, the CEO and Chairman of the Company, is also an owner of the Lee Companies. Mr. Lee has abstained from any negotiating or structuring of the acquisition. Form 8-K was filed on July 17, 2008 with the SEC detailing the purchase price and how the company expects to fund the purchase along with allowing both parties time to perform due diligence on the proposed acquisition. The parties completed the acquisition as of October 1, 2008 and Form 8-K was filed on October 3, 2008 with the SEC detailing the acquisition. The company will be filing pro forma financial statements for the past two years within the allotted 70 day timeframe as well as filing all future financials as consolidated financial statements to include this now wholly owned subsidiary.

Our mission is to become a leading diversified company with business interests in well established industries. We plan to successfully grow our revenues by acquiring companies with historically profitable results, strong balance sheets, high profit margins, and solid management teams in place. By providing access to financial markets, expanded marketing opportunities and operating expense efficiencies, we hope to become the facilitator for future growth and higher long-term profits. In the process, we hope to develop new synergies among the acquired companies, which should allow for greater cost effectiveness and efficiencies, thus further enhancing each individual company's strengths.

Critical Accounting Policies and Estimates

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially result in materially different results under different assumptions and conditions. Application of these policies is particularly important to the portrayal of our financial condition and results of operations. The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses. Actual results may differ from these estimates under different assumptions or conditions. Our significant accounting policies, including the critical policies listed below, are fully described and discussed in our annual report on Form 10-KSB for the fiscal year ended December 31, 2007, previously filed with the SEC.

Revenue Recognition and Cost Estimation
Our revenues consist primarily of services provided by our employees and the pass through of costs for materials and subcontract efforts under contracts with our customers. Cost of services consists primarily of compensation expenses for program personnel, the fringe benefits associated with this compensation, and other direct expenses incurred to complete programs, including cost of materials and subcontract efforts.

For long-term contracts which are specifically described in the scope section of SOP 81-1 or other appropriate accounting literature we apply the percentage of completion method. Under the percentage of completion method, income is recognized at a consistent profit margin over the period of performance based on estimated profit margins at completion of the contract. This method of accounting requires estimating the total revenues and total contract cost at completion of the contract. During the performance of long-term contracts, these estimates are periodically reviewed and revisions are made as required. The impact on revenue and contract profit as a result of these revisions is included in the periods in which the revisions are made. This method can result in the deferral of costs or the deferral of profit on these contracts. Because we assume the risk of performing a fixed-price contract at a set price, the failure to accurately estimate ultimate costs or to control costs during performance of the work could result, and in some instances has resulted, in reduced profits or losses for such contracts. Estimated losses on contracts at completion are recognized when identified. In certain circumstances, revenues are recognized when contract amendments have not been finalized.

The asset, "Costs in excess of billings," represents revenues recognized in excess of amounts billed. The liability, "Billings in excess of costs," represents billings in excess of revenues recognized.

Allowance for Doubtful Accounts

We reduce accounts receivable by an allowance for amounts that may become uncollectible in the future. Estimates are used in determining the allowance for doubtful accounts and are based on historical collection experience and current trends. In determining these amounts, we look at the historical write-offs of our receivables. We monitor our collections and write-off experience to assess whether adjustments are necessary. Management periodically evaluates the standard allowance estimation methodology for appropriateness and modifies as necessary. In doing so, we believe our allowance for doubtful accounts reflects the most recent collections experience and is responsive to changes in trends. Our accounts receivable are written off once the account is deemed to be uncollectible. This typically occurs once we have exhausted all efforts to collect the account, which include collection attempts by our employees and outside collection agencies.

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007.

Results of Operations

Three Months
Revenues for the three months ended September 30, 2008 were $5,425,498 compared to $3,168,965 for the same period in 2007, which represents an increase of $2,256,533. The increase in revenues for the period ending September 30, 2008 as compared to the three months ended September 30, 2007 was partially the result of increases in the price of the raw materials during the past twelve months used in the manufacturing process and those increases being passed along to the customers. The Company has also been able to maintain a high backlog of projects over the last quarter and this has allowed management to be more efficient in the use of the resources available. Total selling, general, and administrative expenses were $467,083 for the three months ended September 30, 2008 compared to $303,429 for the same period in 2007. This would be expected since a lot of those expenses are semi-variable in nature and would increase as the amount of sales increased. Maintaining a better control over the administrative costs along with the heavy backlog of projects have allowed the Company to generate operating income of approximately 11% in the current period versus an operating loss of about 2% in the same period of 2007. Our costs of goods sold increased from $2,920,674 for the three months ended September 30, 2007 to $4,337,807 for the three months ended September 30, 2008.

Interest expense for the three months ended September 30, 2008 was $31,007 compared to $12,587 for the same period in 2007. The Company saw an increase in the interest expense in the third quarter from the same quarter last year primarily due to the purchase of the Mound property in April. The interest expense relating to this purchase should remain fairly constant during the first five years of the loan.

As a result, income from continuing operations was $556,463 for the three months ended September 30, 2008, compared to a loss of $61,073 for the same period in 2007.

Nine Months
Revenues for the nine months ended September 30, 2008 were $15,684,082 compared to $9,656,306 for the same period in 2007, which represents an increase of $6,027,776. The increase in revenues for the nine month period ending September 30, 2008 as compared to the nine months ended September 30, 2007 was partially the result of increases in the price of the raw materials during the past twelve months used in the manufacturing process and those increases being passed along to the customers. The Company has also been able to maintain a high backlog of projects over the four quarters and this has allowed management to be more efficient in the use of the resources available. Total selling, general, and administrative expenses were $1,338,386 for the nine months ended September 30, 2008 compared to $1,998,333 for the same period in 2007. This would be expected since most of the expenses making up the difference were related to services and settlements charged to operations in the first and second quarter of 2007. Maintaining a better control over the administrative costs along with the heavy backlog of projects have allowed the Company to generate operating income of approximately 9% in the current nine month period versus an operating loss of about 10% in the same nine month period of 2007.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2008, the Company had working capital, which represents current assets less current liabilities, of $2,719,954 and an increase of $1,652,781 from the working capital of $1,067,173 at December 31, 2007. The increase in working capital is primarily attributable to net income during the period.

The Company finances its operations and growth primarily with cash flow from operations, borrowings under its revolving credit facility and other loans, operating leases and normal trade credit terms from operating activities. At September 30, 2008, the Company had $856,564 of cash and cash equivalents.

Net cash provided from operating activities was $1,216,816 for the nine months ended September 30, 2008. The Company did obtain new funding in the form of a note from Commercial Bank in the original amount of $900,000 to purchase the Mound property. This note along with company generated funds of approximately $500,000 was used to make the acquisition.

Total liabilities at September 30, 2008 were $4,625,228 and total shareholders' equity was $3,429,980. As of September 30, 2008, the Company believes that cash on hand, cash generated by operations, and available bank borrowings will be sufficient to pay trade creditors, operating expenses in the normal course of business, and meet all of its bank and subordinate debt obligations for the next 12 to 24 months.

Inflation
We are subject to the effects of inflation and changing prices. We experienced rising prices for steel and other commodities during fiscal 2007 and for the first nine months of 2008 that had an impact on our gross revenues and net earnings. In the remainder of fiscal 2008, we expect average prices of steel and other commodities to be higher than the average prices paid in fiscal 2007. We will attempt to mitigate the impact of these anticipated increases in steel and other commodity prices and other inflationary pressures by actively pursuing internal cost reduction efforts and introducing price increases.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on us.