8-K

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

Date of Report (Date of earliest event reported): September 26, 2007

HEARTLAND OIL AND GAS CORP.
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(Exact Name of Registrant as Specified in Charter)

Nevada	000-32669	91-1918326
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(State of Incorporation)	(Commission File No.)	(I.R.S. Employer
		Identification Number)

12603 Southwest Freeway, Suite 285
Houston, TX 77477
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(Address of Principal Executive Offices)

(713) 231-0300
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(Registrant’s Telephone Number, including area code)

Section 3.     Securities and Trading Periods

Item 3.02     Unregistered Sales of Equity Securities.

On September 26, 2007, the Registrant and Universal Property Development and Acquisition Corporation (“UPDA”), a Nevada corporation and the Registrant’s controlling shareholder, agreed to terms for the conversion of all the outstanding promissory notes of the Registrant held by UPDA, with a principal amount of $4,756,000, into shares of the Registrant’s Series B Convertible Preferred Stock (the “Note Conversion”). Pursuant to the terms of the Note Conversion, the Registrant agreed to issue, and UPDA agreed to accept, one (1) share of Series B Convertible Preferred Stock (the “Series B Preferred”) for each one (1) dollar of note principal amount converted. Under these terms, UPDA agreed to present all of the promissory notes of the Registrant held by them for conversion and for such conversion to have an effective date of September 26, 2007. On September 26, 2007, the board of directors of the Registrant approved the terms of the Note Conversion.

As a result of the Note Conversion, the Registrant issued an aggregate of 4,756,000 shares of Series B Preferred stock to UPDA in exchange for all the outstanding promissory notes of the Registrant held by UPDA, and all such promissory notes were retired by the Registrant as of September 26, 2007. The shares of Series B Preferred issued to UPDA are restricted shares and were issued in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”) pursuant to Section 4(2) of the Act and Rule 506 of Regulation D thereunder and Registrant affixed appropriate legends to the stock certificates so issued. The shares issued to UPDA are subject to Rule 144 under the Act and therefore generally cannot be resold for a period of twelve months from the date of issuance. No general solicitations were made in connection with the transaction, and prior to making any offer or sale, the Registrant had reasonable grounds to believe and believed that UPDA was capable of evaluating the merits and risks of the investment and were able to bear the economic risk of the investment.

Pursuant to the terms of the Certificate of Designation of Powers, Preferences and Rights of the Series B Preferred, each share of Series B Preferred stock is currently convertible into twenty-five (25) shares of the Registrant’s common stock and UPDA has the right to vote the shares of Series B Preferred on an “as converted” basis in any and all matters for which the holders of our common stock are entitled to vote. The 4,756,000 shares of Series B Preferred stock held by UPDA, is currently convertible into an aggregate of 118,900,000 shares of the Registrant’s common stock. Each share of Series B Preferred also has a liquidation preference over the Registrant’s common stock in the amount of one (1) dollar per share. The shares of the Registrant’s common stock issuable to UPDA upon conversion of the Series B Preferred would be restricted stock upon issuance and would be subject to Rule 144 under the Act, and, therefore, generally could not be resold for a period of twelve months from the date of issuance of the Series B Preferred.

The foregoing description of the Certificate of Designation of Powers, Preferences and Rights of the Series B Preferred is not intended to be complete and is qualified in its entirety by the complete text of that document, the form of which is attached as Exhibit 4.1 to this Report.

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Section 9.      Financial Statement and Exhibits.

(c) Exhibits.

The following Exhibits are hereby filed as part of this Current Report on Form 8-K:

Exhibit	Description
4.1	Form of the Certificate of Designation of Powers, Preferences and Rights of the Series B Convertible Preferred Stock of the Registrant.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Heartland oil & Gas Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 11, 2007

	HEARTLAND OIL & GAS CORP.
By:	/s/ Steven A. Fall
	Steven A. Fall
	Interim President

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EX-4

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
OF SERIES B CONVERTIBLE PREFERRED STOCK
OF
HEARTLAND OIL AND GAS CORP.

       HEARTLAND OIL AND GAS CORP. (the “Company”), a corporation organized and existing under and by virtue of the Revised Statutes of the State of Nevada (the “NRS”), in accordance with Section 78.1955 of the NRS, DOES HEREBY CERTIFY that:

       The Articles of Incorporation of the Company provides that the Company is authorized to issue 100,000,000 shares of, par value $.001 per share, preferred stock. The Articles of Incorporation provide, further, that the Board of Directors is authorized, to the extent permitted by law, to provide for the issuance of the shares of preferred stock in series, and by filing a certificate pursuant to the NRS, to establish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights and the qualifications, limitations or restrictions thereof. Pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation, the Board of Directors, by Unanimous Written Consent dated September __, 2007, adopted a resolution providing for the designation, rights, powers and preferences and the qualifications, limitations and restrictions of 5,000,000 shares of, par value $.001 per share, Series B Convertible Preferred Stock, and that a copy of such resolution is as follows:

       RESOLVED, that pursuant to the authority vested in the Board of Directors of the Company, the provisions of its Articles of Incorporation, as amended, and in accordance with the NRS the Board of Directors hereby authorizes the filing of a Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Heartland Oil and Gas Corp. Accordingly, the Company’s Series B Convertible Preferred Stock shall have the powers, preferences and rights and the qualifications, limitations and restrictions thereof, as follows:

       1.     Designation and Number of Shares. Shares of the series shall be designated and known as the Series B Convertible Preferred Stock of the Company. The Series B Convertible Preferred Stock shall consist of 5,000,000 shares and have a par value of $.001 per share. Shares of the Series B Convertible Preferred Stock (hereinafter referred to as the “Series B Preferred Stock”) which are retired, converted into shares of the Company’s common stock, purchased or otherwise acquired by the Company shall be cancelled and shall revert to authorized but un-issued preferred stock, undesignated as to series and subject to re-issuance by the Company as shares of preferred stock of any one or more series.

       2.     Conversion of Shares of Series B Preferred Stock.

             2.1     Conversion. Beginning on the date of issuance of the Series B Preferred Stock, the holders of the Series B Preferred Stock (the “Series B Holders”) may, in their sole discretion, convert each share of Series B Preferred Stock into twenty-five (25) shares of the Company’s common stock, par value $.001 per share. The shares of common stock received by the Series B Holders upon conversion of the Series B Preferred Stock shall be called the “Conversion Shares”. The Conversion Shares shall be fully paid and non-assessable. To convert the shares of Series B Preferred Stock the Series B Holders must give written notice to the Company that the Series B Holder elects to convert his or her shares of Series B Preferred Stock into common stock and surrender of all the certificates for the shares of Series B Preferred Stock to be converted to the Company at its principal office (or such other office or agency of the Company as the Company may designate by notice in writing to the Series B Holder) at any time during its usual business hours on the date set forth in such notice, together with a statement of the name or names (with addresses and social security numbers) in which the certificates for shares of Conversion Shares shall be issued.

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             2.2     Issuance of Certificates: Time Conversion Effected. Promptly after the receipt of the written notice referred to in subparagraph 2.1, and surrender of the certificates for the shares of Series B Preferred Stock to be converted, the Company shall issue and deliver, or cause to be issued and delivered, to the Series B Holder, in such name or names as the Series B Holder may direct, certificates to each such Series B Holder for the number of shares of Conversion Shares issuable upon the conversion of such shares of Series B Preferred Stock. Such conversion shall be deemed to have been effected as of the close of business on the date on which written notice and the certificates to be converted are received by the Company. At such time the rights of the holders of such shares of Series B Preferred Stock to be converted shall cease, and the person or persons in whose name or names the certificates for Conversion Shares shall be issuable upon such conversion shall be deemed to have become holders of record of the common shares represented thereby.

       3.     Liquidation.

             3.1     Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the shares of Series B Preferred Stock shall be senior in rights to the holders of the Company’s common stock and shall be entitled to be paid a maximum amount equal to one dollar ($1.00) per share of the Series B Preferred Stock. Such amount payable with respect to one share of Series B Preferred Stock, as the case may be, being sometimes referred to as the "Liquidation Payment” and with respect to all shares of Series B Preferred Stock being sometimes referred to as the “Liquidation Payments".

             3.2     If upon such liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the assets to be distributed among the holders of Series B Preferred Stock shall be insufficient to permit payment to the holders of Series B Preferred Stock of the full Liquidation Payments, then the entire assets of the Company to be so distributed shall be distributed ratably among the Series B Holders.

             3.3     Upon any such liquidation, dissolution or winding up of the Company, after the holders of Series B Preferred Stock shall have been paid in full the amounts to which they shall be entitled as set forth in subparagraph 3.1 above, the remaining net assets of the Company shall be distributed to the holders of common stock in proportion to the shares of common stock then held by them.

             3.4     The consolidation or merger of the Company into or with any other entity or entities which results in the exchange of outstanding shares of the Company for securities or other consideration issued or paid or caused to be issued or paid by any such entity or affiliate thereof, and the sale or transfer by the Company of all or substantially all its assets, shall be deemed to be a liquidation, dissolution or winding up of the Company within the meaning of the provisions of this Section 3, with the result that, unless previously converted into shares of common stock, the outstanding shares of Series B Preferred Stock shall automatically convert into Conversion Shares under the provisions of Section 2 above.

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       4.     Adjustments to the Conversion Ratio. In case the Company shall at any time subdivide (by any stock split, stock dividend or otherwise) its outstanding shares of common stock into a greater number of shares, the Conversion provision in effect immediately prior to such subdivision shall be proportionately increased, and, conversely, in case the outstanding shares of common stock shall be combined into a smaller number of shares (by reverse split or otherwise), the Conversion provision in effect immediately prior to such combination shall be proportionately reduced.

       5.     Voting Rights. Each holder of outstanding shares of Series B Preferred Stock shall be entitled to vote the number of whole shares of the Company’s common stock into which their shares of Series B Preferred Stock are then convertible in any and all matters presented to the common stockholders of the Company for their action or consideration. Except as provided by law, the holders of Series B Preferred Stock shall vote together with the holders of the Company’s common stock as a single class on any actions to be taken by the common stockholders of the Company.

       6.     Stock to be Reserved. The Company will at all times reserve and keep available out of its authorized common stock, solely for the purpose of issuance upon the conversion of Series B Preferred Stock as herein provided, such number of shares of common stock as shall then be issuable upon the conversion of all outstanding shares of Series B Preferred Stock.

       7.     Amendments. No provision of these terms of the Series B Preferred Stock may be amended, modified or waived as to such Series without the written consent or affirmative vote of the holders of at least fifty-one percent (51%) of the then outstanding shares of Series B Preferred Stock.

       IN WITNESS WHEREOF, Heartland Oil and Gas Corp. has caused this Certificate to be signed by Steven A. Fall, its President, this 25th day of September 2007.

/s/ Steven A. Fall

Steven A. Fall

Interim President

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