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

December 8, 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 (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.

On December 8, 2006, Heartland Oil and Gas Corp. received a bridge loan of an aggregate of $65,000.00 (the “Bridge Amount”) from SDS Capital Group, Ltd. pursuant to a secured promissory note (the “Note”). The Note matures on March 28, 2007 (the “Maturity Date”) and carries an interest rate of 18% per annum. The Note is intended to be secured by Heartland’s assets under the Security Agreement dated September 29, 2006. Heartland may prepay the Bridge Amount plus accrued and unpaid interest in full and in cash at any time prior to the Maturity Date.

The 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)
Date December 13, 2006	By	/s/ Philip S. Winner
		Philip S. Winner
		Chief Executive Officer

EX-99.1

Exhibit 99.1

THIS SECURED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR HEARTLAND OIL AND GAS CORP. SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE LAW.

SECURED PROMISSORY NOTE

$_________	Denver, Colorado
Principal Sum	December 7, 2006

FOR VALUE RECEIVED, HEARTLAND OIL AND GAS CORP. (the “Maker,” or, the “Company”), whose address is 1625 Broadway, Suite 1480, Denver, Colorado 80202, promises to pay to the order of SDS Capital Group SPC, Ltd. (“Payee”), at places designated in writing in advance by Payee, when due, the principal sum of ________________ ($______) (the “Principal Amount”). Interest on the outstanding principal balance of this Note shall accrue at a rate of eighteen percent (18%) per annum. Interest on the outstanding principal balance of the Note shall be computed on the basis of the actual number of days elapsed and a year of three hundred and sixty (360) days. The obligations of Maker under this Note are secured by the Security Agreement dated September 29, 2006, as it may be amended from time to time, between Maker and Payee.

1. Payments. The Principal Amount and interest shall be due and payable on March 28, 2007 (the “Maturity Date”). All amounts payable hereunder are payable in lawful money of the United States of America. Payment shall be deemed made and effective at 11:59 p.m. Colorado time on the date of payment, regardless of the actual time of delivery of such payment.

2. Prepayment at Option of Maker. Maker may prepay in cash all (but not less than all) of the Principal Amount of this Note together with all accrued interest hereon prior to the Maturity Date without the prior written consent of Payee.

3. Consent Requirements. So long as any Principal Amount remains outstanding hereunder, Maker shall not, in each case without first obtaining the prior written consent of Payee:

(a) redeem, repurchase or otherwise acquire, or declare or pay any cash dividend or distribution on, any capital stock of Maker;

(b) increase the par value of Maker’s common stock;

(c) create or issue any debt securities or incur any indebtedness or redeem, repurchase, prepay or otherwise acquire any outstanding debt securities or indebtedness of Maker (other than trade payables incurred in the ordinary course of business consistent with past practice), except as expressly required by the terms of such securities or indebtedness;

(d) sell all or substantially all of Maker’s assets or stock, or consolidate or merge with another entity;

(e) liquidate, dissolve, recapitalize or reorganize;

(f) enter into any agreement, commitment, understanding or other arrangement to take any of the foregoing actions; or

(g) cause or authorize any subsidiary of Maker to engage in any of the foregoing actions.

4. [INTENTIONALLY OMITTED]

5. Events of Default; Attorneys’ Fees. As used in this Note, an “Event of Default” means any one of the following events (whatever the reason of such Event of Default, and whether it be voluntary or be effected by operation of law):

(a) Default in the payment of the Principal Amount of this Note when it becomes due and payable and continuance of such default for a period of five trading days after there has been received by Maker from Payee a written notice specifying such default;

(b) Breach by Maker of any other material term hereunder (except with respect to the matters covered by subparagraph (a) above, as to which subparagraph (a) shall apply) and if such breach is curable, failure to cure such breach within ten trading days after there has been received by Maker from Payee a written notice specifying such breach;

(c) The entry by a court or agency or other authority having competent jurisdiction of: (1) a decree or order for relief in respect of Maker in an involuntary proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; (2) a decree or order adjudging Maker to be insolvent, or approving a petition seeking reorganization, arrangement, adjustment or composition of Maker and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (3) a decree or order appointing any person or entity to act as a custodian, conservator, receiver, liquidator, assignee, trustee or other similar official of Maker or of any substantial part of the property of Maker, or ordering the winding up or liquidation of the affairs of Maker and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(d) The commencement by Maker of a voluntary proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or of a voluntary proceeding seeking to be adjudicated insolvent or the consent by Maker to the entry of a decree or order for relief in an involuntary proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or to the commencement of any insolvency proceedings against it, or the filing by Maker of a petition or answer or consent seeking reorganization or relief under any applicable law, or the consent by Maker to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or similar official of Maker or any substantial part of the property of Maker or the making by Maker of an assignment for the benefit of creditors.

If an Event of Default occurs and is continuing, then Payee may declare the Principal Amount of this Note together with all accrued interest hereon to be due and payable immediately, by a notice in writing to Maker, and upon any such declaration, such amount shall become immediately due and payable. Maker hereby agrees to pay reasonable attorneys’ fees and all other reasonable costs and expenses incurred, after an Event of Default, in the enforcement of this Note and the collection of amounts due hereunder, whether such enforcement or collection is by court action or otherwise.

Any Principal Amount which is not paid when due shall result in a late charge being incurred and payable by Maker in an amount equal to interest on such amount at the rate of 20% per annum from the date such amount was due until the same is paid in full.

6. Liquidation, Dissolution or Winding Up. In the event of any liquidation, insolvency, dissolution or winding up of Maker, whether voluntary or involuntary, Payee shall be entitled, subject to the applicable provisions of applicable bankruptcy, insolvency or similar laws to be paid out of the assets of Maker, whether such assets are capital, surplus or earnings, an amount (the “Liquidation Value”) equal to sum of the applicable Principal Amount together with all accrued interest hereon. Whenever the distributions provided for in this Section 6 shall be payable in property other than cash, the value of such distribution shall be the fair market value of such property as determined in good faith by the Board of Directors of Maker. For purposes of this Section 6, the following shall be deemed to be a liquidation, dissolution, or winding up of Maker: (i) the sale of all or substantially all of the assets of Maker, (ii) the merger or consolidation of Maker with or into any other entity (other than a merger or consolidation in which shares of Maker’s voting capital stock outstanding immediately before such merger or consolidation are exchanged or converted into or constitute shares which represent more than fifty percent (50%) of the surviving entity’s voting capital stock after such consolidation or merger), and (iii) a transaction or series of related transactions in which a person or group of persons (as defined in Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) acquires beneficial ownership (as determined in accordance with Rule 13d-3 of the Exchange Act) of more than 50% of the voting power of the Maker in a business combination transaction. The provisions of this Section 6 shall not apply to any reorganization, merger or consolidation involving (1) only a change in the state of incorporation of Maker, (2) a merger of Maker with or into a wholly-owned subsidiary of Maker that is incorporated in the

United States of America, or (3) an acquisition by Maker by merger, reorganization or consolidation, after which Maker is substantively the surviving company and operates as a going concern, of another entity incorporated in the United States of America that is engaged in a business similar or related to the business of Maker.

7. Certain Actions Prohibited. Maker shall not, by amendment of its charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it hereunder, but will at all times in good faith assist in the carrying out of all the provisions of this Note and in the taking of all such action as may reasonably be requested by the holder of this Note in order to protect the exchange privileges of Payee against impairment, consistent with the tenor and purpose of this Note.

8. No Transfer; Miscellaneous. Maker may not assign or otherwise transfer this Note or any interest therein to any other person or entity without the express written consent of the other. This Note shall be binding upon any entity succeeding to Maker by operation of law. Maker waives demand for payment, presentment for payment, notice of dishonor, protest and notice of protest. No delay or omission by Payee in exercising any power or right hereunder shall impair such right or power or be construed to be a waiver of any default, nor shall any single or partial exercise of any power or right hereunder preclude any or full exercise thereof or the exercise of any other right or power. Each legal holder hereof shall have and may exercise all the rights and powers given to Payee herein. If any provision of this Note shall be prohibited or invalid, under applicable law, it shall be ineffective only to such extent, without invalidating the remainder of this Note.

9. Waivers; Forbearance; Acknowledgements.

(a) Payee acknowledges that it is aware of Maker’s current financial situation.

(b) Payee acknowledges that Maker is seeking additional financing and that no assurance can be provided by Maker that it will be able to satisfy its obligations to Payee under this Note if Maker fails to obtain such financing.

10. Amendment. No term of this Note may be amended or waived without the written consent of Maker and Payee.

11. Binding Effect. The obligations of the Payee and Maker set forth herein shall be binding upon the successors and assigns of each such party.

12. Controlling Law. This Note shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the United States of America and the State of Nevada, without regard to the principles of conflicts of laws of those jurisdictions.

[Signature Page Follows]

The issuance date of this Note is December 7, 2006, and this Note is executed on the date stated below.

HEARTLAND OIL AND GAS CORP.

By:

Name:

Title:

Date: