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, DKWvN6frUdewyJWeEg/BbxDMGRVTGI9hQdy/7RnUIBKx6OvXKbYOL0uIET8YeKCA oQmGkPOnXYep2+nlVURzVA== 0001193125-07-060706.txt : 20070321 0001193125-07-060706.hdr.sgml : 20070321 20070321172742 ACCESSION NUMBER: 0001193125-07-060706 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070316 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Other Events FILED AS OF DATE: 20070321 DATE AS OF CHANGE: 20070321 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: 07709905 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

March 16, 2007

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 4.01. Changes in Registrant’s Certifying Accountant.

On March 16, 2007, the Board of Directors of Heartland Oil & Gas, Co. approved the engagement of KBL, LLP located in New York, New York to audit Heartland’s financial statements for the year ended December 31, 2006. KBL has not provided any prior services to Heartland.

Item 8.01. Other Events.

On March 16, 2007, Heartland received a $100,000 prospect fee from Universal Property Development & Acquisition Corporation.

As of February 28, 2007, Heartland owed an aggregate face value of $6,485,000 in principal and accrued interest to its lenders. This amount is due and payable on the maturity date of these loans, which is March 28, 2007. Heartland is currently reviewing strategic alternatives in connection with the maturity of these loans, but has not reached definitive agreement on any transaction. Based on the strategic alternatives currently being considered by Heartland and its lenders, only the lenders would receive an immediate return of investment and the holders of Heartland’s common stock may not receive an immediate return of investment, if any.

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 March 21, 2007	By	/s/ Philip S. Winner
		Philip S. Winner
		Chief Executive Officer

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