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11/05/11 4:49 PM

#2971 RE: jameyother #2970

I was referring to this. It's math, not thinking.

On October 20, 2011, Heartland, Inc. (the “Company”), entered into and closed a Shares for Debt Agreement (the “Debt Agreement”) with Lee Holding Company and Gary Lee (collectively, the "Creditors). As of October 19, 2011, the Company was indebted to the Creditors in the aggregate amount of $1,084,259.90 (the “Debt”). Pursuant to the Debt Agreement, the Company agreed to issue to the Creditors and the Creditors agreed to accept an aggregate of 20,164,774 of the Company’s Common Stock as full settlement of the Debt. The Company issued 10,082,387 shares of Common Stock to Garry Lee and 10,082,387 shares of Common Stock to Lee Holding Company. Upon signing the Debt Agreement for full settlement of the Debt, the balance owed from Company to the Creditors is $0.