UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~December 8, ~~Exchange~~2006 ~~Act of 1934~~

June 9, 2006

Date of Report (Date of earliest event reported)

Heartland Oil and Gas Corp.

(Exact name of registrant as specified in its charter)

Nevada	000-32669	91-1918326
(State or other jurisdiction ofincorporation)	(Commission File Number)	(IRS Employer IdentificationNo.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1625 Broadway, Suite 1480

Denver, CO 80202

(Address of principal executive offices)

(303) 405-8450

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Item 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On December 12, 2006, Charles Willard, resigned as an executive officer and employee of Heartland, effective December 12, 2006. Mr. Willard served as the company’s Chief Operating Officer and was President of Heartland Gas Gathering LLC.

Item 8.01.

Other Events.

InOn ~~connection~~December 8, ~~with~~2006, aHeartland ~~periodic~~Oil ~~review~~and ~~of the~~Gas ~~Company’s~~Corp. ~~filings~~received bya ~~the~~bridge ~~Securities~~loan ~~and~~of ~~Exchange~~an ~~Commission~~aggregate of $65,000.00 (the “~~SEC~~Bridge Amount”), ~~the~~from ~~Company~~SDS ~~and~~Capital ~~the~~Group, ~~SEC~~Ltd. ~~have~~pursuant ~~discussed~~to ~~the~~a ~~Company’s~~secured ~~classification~~promissory ofnote (the ~~stockholders’ equity from the Company’s private placement of Series B Preferred Stock issued in September 2004~~“Note”). The ~~Company,~~Note ~~following~~matures ~~consideration~~on ~~of the SEC’s comments~~March 28, is2007 ~~considering~~(the ~~whether~~“Maturity Date”) toand ~~reclassify~~carries ~~the~~an ~~stockholders’~~interest ~~equity~~rate toof ~~temporary~~18% per ~~equity or debt~~annum. ~~This~~The Note is aintended ~~non-cash~~to ~~issue,~~be ~~and~~secured ~~such reclassification~~by ~~would~~Heartland’s ~~not~~assets ~~affect~~under the ~~Company’s~~Security ~~cash~~Agreement ~~position~~dated orSeptember 29, ~~net income (loss)~~2006. IfHeartland ~~the~~may ~~Company~~prepay ~~decides to make~~ the ~~reclassification,~~Bridge itAmount ~~would~~plus ~~revise~~accrued ~~its 2004~~ and ~~2005~~unpaid interest ~~financial~~in ~~statements.~~full ~~The~~and ~~Company~~in ~~cannot~~cash ~~yet~~at ~~state~~any ~~with~~time ~~certainty~~prior ~~whether such~~to ~~reclassification~~the ~~will~~Maturity ~~be required~~Date.

2The Note contains customary negative covenants, including a covenant on Heartland not to incur additional indebtedness, and the Note contains customary events of default.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits


99.1		Form of Secured Promissory Note dated December 7, 2006.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on as its behalf by the undersigned hereunto duly authorized.

	Heartland Oil and Gas Corp. (registrant)
	Heartland Oil and Gas Corp.
Date June 12, 2006	By	/s/ Philip S. Winner
	(registrant)
		Philip S. Winner President and Chief Executive Officer
Date December 13, 2006	By	/s/ Philip S. Winner
		Philip S. Winner
		Chief Executive Officer

Filing Compare · HEARTLAND OIL & GAS CORP