FORM 8-K

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Plvnu7jw2nZ2URdxPmy3Z0c0zPQNI8Kr3TCHHfhoO+as7G5MkWDTsIGC9DiV8+Ft 1N9cKq7ndqWoUdf1WBVXzw== 0001193125-06-127880.txt : 20060612 0001193125-06-127880.hdr.sgml : 20060612 20060612083619 ACCESSION NUMBER: 0001193125-06-127880 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060609 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060612 DATE AS OF CHANGE: 20060612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEARTLAND OIL & GAS CORP CENTRAL INDEX KEY: 0001075636 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 911918326 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32669 FILM NUMBER: 06898510 BUSINESS ADDRESS: STREET 1: SUITE 1500 STREET 2: 885 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3E8 BUSINESS PHONE: 604.693.0177 MAIL ADDRESS: STREET 1: SUITE 1500 STREET 2: 885 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3E8 FORMER COMPANY: FORMER CONFORMED NAME: HEARTLAND OIL & GAS LTD DATE OF NAME CHANGE: 20030226 FORMER COMPANY: FORMER CONFORMED NAME: ADRIATIC HOLDINGS LTD DATE OF NAME CHANGE: 19981221 8-K 1 d8k.htm FORM 8-K FORM 8-K

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

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 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

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

Item 8.01.

Other Events.

In connection with a periodic review of the Company’s filings by the Securities and Exchange Commission (the “SEC”), the Company and the SEC have discussed the Company’s classification of the stockholders’ equity from the Company’s private placement of Series B Preferred Stock issued in September 2004. The Company, following consideration of the SEC’s comments, is considering whether to reclassify the stockholders’ equity to temporary equity or debt. This is a non-cash issue, and such reclassification would not affect the Company’s cash position or net income (loss). If the Company decides to make the reclassification, it would revise its 2004 and 2005 financial statements. The Company cannot yet state with certainty whether such reclassification will be required.

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 hereunto duly authorized.


	Heartland Oil and Gas Corp. (registrant)

Date June 12, 2006	By	/s/ Philip S. Winner
		Philip S. Winner President and Chief Executive Officer

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