Heartland, Inc. is the parent company of Lee Oil Company, Inc. and its subsidiaries ("Lee Oil"), a petroleum distributor operating in the southeastern Kentucky, southwestern Virginia, and northeastern Tennessee.

As previously reported in Heartland's Form 8-K filed on October 3, 2008 and in Heartland's Form 10-Q for the quarter ended September 30, 2008, on October 1, 2008, Heartland entered into and closed a Securities Purchase Agreement (the "Agreement) with Lee Holding Company LP and Gary Lee ("Sellers") that allowed Heartland to obtain 100% of the outstanding securities in Lee Oil Company, Inc., Lee's Food Mart, LLC, and Lee Enterprises, Inc. Terry Lee, the company's Chief Executive Officer and a director, is also the principal partner of Lee Holding Company LP and Gary Lee is the brother of Terry Lee.

Pursuant to the Agreement, Lee Oil became a fully owned subsidiary of Heartland as of October 1, 2008 and will file consolidated financial statements going forward. For further information on the Purchase Agreement, Completion of Acquisition, the Creation of a Direct Financial Obligation, or the Unregistered Sales of Equity Securities, see the Heartland's Form 8-K filed on October 3, 2008.

(a) Financial statements of businesses acquired.

Lee Oil Company's audited financial statements with the auditor's report are attached to this report and are incorporated herein by reference:

· Condensed Consolidated Balance Sheets as of December 31, 2007 and 2006.
· Condensed Consolidated Statements of Operations for years ended December 31, 2007 and 2006.
· Condensed Consolidated Statements of Cash Flows for the years ended December 31, 2007 and 2006.
· Condensed Consolidated Statements in Changes in Stockholders' Equity for the years ended December 31, 2007 and 2006.
· Notes to Financial Statements

(b) Pro forma financial information.

Heartland's unaudited pro forma condensed consolidated financial information:

• Unaudited pro forma condensed consolidated statements of income for the year ended December 31, 2007 and for the nine months ended September 30, 2008
• Unaudited pro forma condensed consolidated balance sheet as of December 31, 2007 and September 30, 2008.
• Notes to Unaudited Pro Forma Financial Statements

(c) Shell company transactions.

Not applicable

(d) Exhibits

Exhibit No.     Description of Exhibit
4.1             Loan Agreement between Heartland, Inc. and Choice Financial Group
                dated October 1, 2008 (1)
4.2             Promissory Note payable to Choice Financial Group (1)
4.3             Guaranty by Lee Oil Company, Inc., Lee's Food Mart, LLC, Lee
                Enterprises, Inc. and Mound Technologies, Inc. in favor of Choice
                Financial Group (1)
4.4             Form of Pledge Agreement by and between Heartland, Inc. and Choice
                Financial Group (1)
4.5             Form of Third Party Assignment of leases, Rents and Purchase
                Agreements (1)
4.6             Form of Third Party Security Agreement (1)
4.7             Third Party Mortgage by Mound Technologies, Inc. in favor of Choice
                Financial Group (1)
4.8             Third Party Mortgage by Lee's Food Mart's LLC in favor of Choice
                Financial Group (1)
4.9             Third Party Deed of Trust by Lee Oil Company, Inc. in favor of
                Choice Financial Group (1)
10.1            Securities Purchase Agreement Lee Holding Company LP and Gary
                Lee and Lee Oil Company, Inc., Lee's Food Mart, LLC and Lee
                Enterprises, Inc. dated October 1, 2008 (1)
10.2            Employment, Noncompetition and Nondisclosure Agreement by and
                between Terry Lee and Heartland, Inc. dated October 1, 2008 (1)
10.3            Promissory Note payable to Lee Holding Company LP (1)
10.4            Promissory Note payable to Gary Lee (1)

(1) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 3, 2008.