United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-KSB

Annual Report pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934

For the year ended December 31, 2007

Commission file number 000-32669

Heartland Oil and Gas Corp.

Incorporated in Nevada IRS ID No. 91-1918326

PO Box 277

Jacksboro, TX 76458

Telephone: 214-888-0300

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001

Heartland is not a well-known seasoned filer. Heartland is required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Heartland (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months, and (2) has been subject to
such filing requirements for the past 90 days.

Disclosure of delinquent filers in response to Item 405 of Regulation S-B is contained in this form.

Heartland is a non-accelerated filer. Heartland is not a shell company.

The aggregate market value of the voting and non-voting common equity held by non-affiliates compute d by reference to the price at which the
common equity was last sold as of March 31, 2008 was $1,485,782.

As of March 31, 2008, the number of shares of common stock, $0.001 par value, outstanding was 42,207,720.

Documents Incorporated By Reference

None.

Forward Looking Statements

This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These
statements relate to future events or to our future financial performance. In some cases, you can identify forward-looking statements by terminology
such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms
or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors,
including the risks enumerated in the section entitled "Risk Factors", that may cause our actual results or the actual results in our industry, of our
levels of activity, performance or achievement to be materially different fro m any future results, levels of activity, performance or achievements
expressed or implied by these forward-looking statements.

Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Part I

Item 1. Description of Business

General

Heartland Oil and Gas Corporation is an oil and gas company primarily engaged in exploration, development, and sale of: 1) Coal Bed Methane
("CBM") gas in the Cherokee basin and Forest City basin of eastern Kansas, 2) natural gas from our 700 acre property located in Palo Pinto, Texas
and 3) oil and natural gas from our property in Jack County, Texas. We incorporated in the State of Nevada in 1998. Heartland Gas Gathering LLC,
our wholly-owned subsidiary, is responsible for gas sales and operation of our pipeline and associated facilities. Heartland Oil and Gas, Inc., our
wholly-owned subsidiary, holds our interest in approximately 645,000 acres in the Cherokee and Forest City basin and operates our project areas in
eastern Kansas.

Our website is located at http://heartlandoilandgas.co m. The website can be used to access recent news releases and Securities and Exchange
Commission (SEC) filings, our Annual Report, Proxy Statement, Board committee charters, code of business conduct and ethics, and other items of
interest. SEC filings, including supplemental schedules and exhibits, can also be accessed free of charge through the SEC website at
http://www.sec.gov. The information on our website, other links contained in our website and our website are not incorporated into this Report.

We operate in one business segment: oil and gas exploration and development in the United States.

Properties in the State of Kansas

From 2000 through 2005 we acquired our acreage position in the Forest City and Cherokee basins in eastern Kansas, and conducted exploration
activity to evaluate the economic viabili ty of the projects.

During the year ended December 31, 2005, we recorded an impairment of approximately $31,600,000 arising from the uneconomic CBM exploration
pilots in the Forest City basin acreage. As of March 31, 2006, we have plugged all of our wells in the Forest City basin. We are currently focusing
our development activities in Kansas on our Cherokee basin properties.

By the end of 2005 we contracted to sell our gas from the Cherokee basin and committed funds to construct a 5.5 mile gas gathering line and
processing plant to initiate gas sales from the Lancaster battery, our largest battery in the Cherokee basin. We initiated continuous gas sales in
February 2006. Gas from our other three batteries located in the Cherokee basin is being vented while awaiting pipeline hook-up. A battery is a well
or group of wells and associated production facilities in one general area.

Lancaster is currently producing approximately 500 Mcfgpd (500 Mcfgpd equals 500,000 cubic feet of gas per day). Sales average approximately
380 Mcfgpd net of fuel gas, shrinkage, dehydration, and carbon dioxide extraction necessary to get the gas to sales quality. After processing, the gas
delivered to the sales line averages 997 million British thermal units per thousand cubic feet. The system and facilities are sized to support production
growth from Lancaster, the adjacent batteries currently venting gas, and future development drilling between existing project areas. The adjacent
batteries are currently venting approximately 17 Mcfgpd.

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Properties in the State of Texas

On March 6, 2008 (the "Closing Date"), we closed an asset purchase transaction pursuant to the terms and conditions of the Asset Purchase
Agreement (the "APA") by and between Universal Property Development and Acquisition Corporation ("UPDA") and its subsidiary Catlin Oil &
Gas, Inc. ("Catlin") (the "Sellers"), whereby we purchased certain oil and gas related assets (the "Assets") from the Sellers for a total purchase price
on the Effective Date of $6,794,723 (the "Purchase Price"). The APA is dated as of August 15, 2007 and the transaction has an effective date under
the terms of the APA of October 1, 2007 (the "Effective Date").

The Purchase Price paid by us for the Assets consisted of two promissory notes issued by us to the Sellers in the total amount of $6,794,723.
Promissory Note Number 1 ("Note 1") has a principal amount of $ 3,635,000 and is due and payable in one lump sum payment on June 30, 2008.
The Company shall pay interest on the unpaid principal amount of Note 1, until such principal amount shall be paid in full, at the rate of 5% per
annum. Promissory Note Number 2 ("Note 2") has a principal amount of $3,159,723 with the principal amount being due and payable in one lump
sum payment on July 16, 2010.  The Company shall pay interest on the unpaid principal amount of Note 2, until such principal amount shall be paid
in full, at the rate of 5% per annum.

Palo Pinto County Property

A portion of the Assets pu rchased by us pursuant to the APA consisted of all of the Seller’s right, title and interest in the oil and gas leases and wells
located on 700 acres of property in Palo Pinto County, Texas. The Palo Pinto County Assets acquired by us also included the permits that relate to the
wells operating on the property, as well as all equipment and contracts operating on or related to the leases and wells. We own an aggregate interest
conveyed in the Palo Pinto leases equal to a 93.75% Working Interest with a net revenue interest of 0.72187500.

Sales from our Palo Pinto County property average approximately 376 Mcfgpd net of fuel gas, shrinkage, dehydration, and carbon dioxide extraction
necessary to get the gas to sales quality. After processing, the gas delivered to the sales line averages 1061 million British thermal units per thousand
cubic fee t.

Jack County Property

The remainder of the Assets purchased by us pursuant to the APA consisted of all of the Seller’s right, title and interest in the oil and gas leases and
wells located on property in Jack County, Texas. The Jack County property consists of: approximately 36 oil and gas leases, certain equipment
including, but not limited to, oil and gas wells, wellhead equipment, pumping units, flow lines, tanks, compressors, saltwater disposal facilities,
injection facilities and other equipment used in connection with oil and certain transferable permits, franchises, approvals, and authorizations used in
connection with these leases.

Our Jack County property is currently producing approximately 207 Mcfgpd. Sales average approximately 157 Mcfgpd net of fuel gas, shrinkage,
dehydration, and carbon dioxide extraction necessary to get the gas to sales quality. After processing, the gas delivered to the sales line averages
1.057 million British thermal units per thousand cubic feet. Our Jack County property also produces approximately 4 bbls of oil per day.

Our Current Business

We own and operate oil and gas leases located on approximately 645,000 acres of property in the Forest City and Cherokee basins in eastern Kansas,
700 acres of property in Palo Pinto County, Texas and 3,000 acres in Jack County, Texas.

Kansas Properties

The two areas of our properties in Kansas are the south block, located on the Cherokee basin, where we have established reserves and production;
and the north block, located in the Forest City basin, where we hold significant leases that ex pire between 2007 and 2014. Our acreage position as of
December 31, 2007 is outlined below:

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Project	Gross acres	Year acquired
Northern area	616,216	2002-2004
Southern area	29,116	2004-2006
Total	645,332	2002-2006

We have completed construction of a gas sales pipeline and processing facility on the Cherokee basin project and are now selling gas from our
Lancaster battery, the largest of our four batteries stretching across a 12 mile project area of the Cherokee basin.

Results from exploration activity conducted during 2005 indicated that much of the acreage in the Forest City basin had low potential for economic
CBM development. We continue to maintain our leasehold position in the Forest City basin and may pursue longer-term conventional oil and gas
prospects there in the future, but are not currently conducting any development activities in the Forest City basin.

We have a 100% working interest in all our leases in Kansas. Net revenue interests range from 84.5 percent to 87.5 percent, but are typically 85
percent. Our working interest con sists of our share of gross production, revenue, burdens, field operating cost and gathering and processing fees
before deduction of royalties. Our net revenue interest means our working interest less the royalties that are payable. The expiration dates for the
leases range from dates in 2007 through 2012. We have an option to extend the term on many of our leases.

Pipeline and Marketing

In July 2005, our wholly owned gas gathering company, Heartland Gas Gathering LLC, executed agreements to initiate gas sales from our Lancaster
battery and committed funds to construct a 5.5 mile long gas gathering system and gas processing plant necessary to extract water and carbon dioxide
from produced gas so that the produced gas is pipeline quality. We have a sales and marketing agreement with a subsidiary of Enbridge Energy
Partners, L.P., which also provides for construction of a pipeline tap into a gas transportation line and for gas marketing services. Construction of our
5.5 mile sales lines and processing facilities was completed on January 31, 2006. Enbridge is our only customer for our CBM gas produced in
Kansas. We are dependent on them for 100% of our sales.

Lancaster is currently producing 500 Mcfgpd. We expect sales to exceed 380 Mcfgpd net of fuel gas, shrinkage, and carbon dioxide extraction. After
processing, the gas delivered to the sales line averages 997 million British thermal units per thousand cubic feet. The system and facilities are sized to
support production growth from Lancaster, the adjacent batteries currently venting gas, and future development drilling between existing project
areas.

Coal Bed Methane (CBM)
CBM is a reliable and viable source of natural gas. The primary producing areas for CBM production that have emerged over the last decade include
the Cherokee, Arkoma, San Juan, Raton, Powder River, and Black Warrior basins. Methane in coal is adsorbed (attached) to the coal’s molecular
structure. This creates an efficient storage mechanism as methane-bearing coals can contain as much as seven times the amount of gas typically
stored in a conventional sandstone or carbonate reservoir. Coal is generally deposited in relatively stable geological environments and typically forms
widespread accumulations. As a result, unlike conventional gas accumulations limited by localized hydrocarbon traps, CBM projects typically cover
broad areas, resulting in economies of scale, relatively low geological risk, and large reserve potential. In addition, CBM production ty pically has
relatively shallow production decline and long reserve life (typically from 10 to 20 years).

The principal sources of CBM are either biogenic (gas generated from bacteria), or thermogenic (gas generated when organic matter is subjected to
temperature and pressure). In some cases, CBM may contain minute quantities of nitrogen, carbon dioxide, and water vapor. These trace gases and
impurities often need to be removed by gas processing facilities to get the gas to pipeline quality.

The success of CBM development is largely the result of improvements in drilling and completion techniques, and hydraulic fracture designs as well
as cost reductions. Also aiding this sector’s growth is the apparent shortage of domestic conventional gas exploration and development projects. The
adjacent batteries are currently ven ting approximately 17 Mcfgpd.

According to the U.S. Geologic Survey Fact Sheet FS-123-00 of October 2000 and FS-110-01 of November 2001, CBM production accounted for 7
percent of US natural gas production in the years 2000 and 2001, no later data has been publicly distributed by the U.S. Geologic Survey. The Fact
Sheet-123-00 estimated that the total unconventional CBM resource across America’s 25 basins (lower US) is roughly 700 trillion cubic feet ("TCF")
of which less than 14 percent, or <100 TCF, is considered technically recoverable with existing technology, but the later FS-110-01 estimated that the
total unconventional CBM recoverable reserves were about 30 TCF with existing technology. It is important to note that technically recoverable gas
volumes do not necessarily qualify as proved reserves.

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Texas Properties

Our properties in Texas are located in Palo Pinto and Jack Counties where we hold seven (7) and thirty (30) leases, respectively, that are held by
production. Our acreage positions in the State of Texas as of December 31, 2007 are outlined below:

Project	Gross acres	Year acquired
Palo Pinto	700	2007
Jack County	3,000	2006
Total	3,700	2007

We are currently operating twelve (12) natural gas wells on our Palo Pinto, Texas property, of which eight are now selling gas. We are also
operating sixty-five (65) wells on our Jack County, Texas properties.

We have a 93.75% working interest in all our leases in Palo Pinto, Texas and net revenue interests of 72.1875%. Our working interest consists of our
share of gross production, revenue, burdens, field operating cost and gathering and processing fees before deduction of royalties. Our net revenue
interest means our working interest less the royalties that are payable. 

Marketing

We have a natural gas sales and marketing agreement with Texas Energy Management Corp, for the sale of all of the natural gas produced by our
Texas properties. Texas Energy Management Corp is our only customer for our gas produced in Texas. We are dependent on them for 100% of our
natural gas sales. We have an oil sales and marketing contract with Geer Tank Trucks for the sale of all of the oil and condensate production
produced by our Texas properties. We are dependent on them for 100% of our oil sales.

Our Palo Pinto leases are currently producing approximately 376 Mcfgpd net of fuel gas, shrinkage, and carbon dioxide extraction. After processing,
the gas delivered to the sales line averages 1061 million British thermal units per thousand cubic feet. The system and facilities are sized to support
the current production from Palo Pinto, and any future development drilling on our Texas properties.

Our Jack County leases is currently producing 207 Mcfgpd. We expect sales to exceed 157 Mcfgpd net of fuel gas, shrinkage, and carbon dioxide
extraction. After processing, the gas delivered to the sales line averages 1.057 million British thermal units per thousand cubic feet. The system and
facilities are sized to support the current production from our Jack County leases, and future development drilling on our Texas properties. Our Jack
County property also produces approximately 4 bbls of oil per day.

Competition

We compete with numerous other oil and gas exploration companies. Many of these competitors have substantially greater resources than we do.
Should a larger and better financed company decide to directly compete with us, and be successful in its competitive efforts, our business could be
adversely affected. The three largest coal bed methane producers in America’s lower 48 states are BP Amoco, Burlington Resources and Phillips
P etroleum, all producing most of their production from the now-in-decline San Juan basin. Though it ranks fourth in terms of natural gas production,
the leading coal bed methane participant in terms of growth and technology is, in our view, Devon Energy. Devon is aggressively expanding coal bed
methane production in the Powder River Basin located in Wyoming and Montana and Raton Basin located in Colorado and has coal bed methane
production in the San Juan Basin located in New Mexico and Wind River Basin located in Wyoming. Other companies are also active in the coal bed
methane development, including Anadarko Petroleum Corporation, JM Huber Corporation and Whiting Petroleum.

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Governmental Regulations

Our oil and gas operations are subject to various federal, state and local governmental regulations. Matters subject to regulation include discharge
permits for drilling operations, drilling and abandonment bonds, reports concerning operations, the spacing of wells, pooling of properties and
taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and
gas wells below actual production capacity in order to conserve supplies of oil and gas. The production, handling, storage, transportation and disposal
of oil and gas, by-products thereof, and other substances and materials produced or used in connection with oil and gas operations are also subject to
regulation under federal, state and local laws and regulations relating primarily to the protection of human health and the environment. To date, we
have incurred approximately $670,000 of cost related to complying with these laws, for remediation of existing environmental contamination and for
plugging and reclamation of northern area CBM exploration pilots. The requirements imposed by such laws and regulations are frequently changed
and subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations.

Employees

We currently have five full time employees other than our officers and directors. We do and will continue to outsource contract employment as
needed.

Item 1A. Risk Factors

Our business, operations and financial condition are subject to various risks. You should consider carefully the following risk factors, in addition to
the other information set forth in this report. The factors set forth below, however, are generally applicable to our operations and securities.

Risks Related To Our Business

Our common shares are considered speculative during the development of our new business operations. Prospective investors should consider
carefully the risk factors set out below.

We have had negative cash flow from operations and if we are not able to obtain further financing our business operations will fail.

To date we have had negative cash flow from operations and we have been dependent on sales of our equity securities and debt financing to meet our
cash requirements and have incurred net losses totaling $13,876,907 for the year ended December 31, 2007 and $1,455,970 for the year ended
December 31, 2006. We have cumulative net losses of $60,292,843 from inception to December 31, 2007. As of December 31, 2007 we have
negative working capital. To continue our operations, we need additional financing. We will also need new capital to pay for the continued
exploration and development of our properties. Such outside capital may include the sale of additional stock and/or commercial borrowing. Capital
may not continue to be available if necessary to meet these continuing development costs or, if the capital is available, it may not be on terms
acceptable to us. The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we will be unable to continue our business, the result of
which would be that our stockholders would lose some or all of their investment.

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability
to raise capital. Because our operations have been primarily financed through the sale of equity securities, a decline in the price of our common stock
could be especially detrimental to our liquidity and our continued operations. Any reduction in our ability to raise equity capital in the future would
force us to reallocate funds from other planned uses and would have a significant negative effect on our business plans and operations, including our
ability to develop new products and continue our current operations. If our stock price declines, we may not be able to raise additional capital or
generate funds from operations sufficient to meet our obligations.

If we issue additional shares in the future this will result in dilution to our existing stockholders.

6

Our Certificate of Incorporation authorizes the issuance of 900,000,000 shares of common stock and 100,000,000 shares of preferred stock. Our
board of directors has the authority to issue additional shares up to the authorized capital stated in the certificate of incorporation. Our board of
directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The
issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our common stock. Given our
current stock price and our capital requirements, if we do issue any such additional shares, such issuance also will cause a reduction in the
proportionate ownership and voting power of all other stockholders.

We have a limited operating history and if we are not successful in continuing to grow our business, we may have to scale back or even cease our
ongoing business operations.

We have a limited history of revenues from operations and have limited tangible assets. We have yet to generate positive earnings and there can be
no assurance that we will ever operate profitably. Our company has a limited operating history and must be considered in the development stage. Our
success is significantly dependent on a successful acquisition, drilling, completion and production program. Our company’s operations are subject to
all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history.
We may be unable to locate recoverable reserves or operate on a profitable basis. If our business plan is not successful, and we are not able to operate
profitably, investors may lose some or all of their investment in our company.

Acreage expirations

Typical of an oil and gas lease, our leases have an expiration date. If our leases are not drilled prior to expiration, our leases will terminate. We have
the option to renew much of our acreage, but that will require additional capital.

Actual quantities of recoverable oil and gas reserves and future cash flow from those reserves, future production, oil and gas prices, revenue, taxes,
development expenditures and operating expenses most likely will vary from estimates.

Estimating accumulations of oil and gas is complex. The process relies on interpretations of available geologic, geophysical, engineering and
production data. The extent, quali ty and reliability of this data can vary. The process also requires certain economic assumptions, such as oil and gas
prices, drilling and operating expenses, capital expenditures, taxes and availability of funds, some of which are mandated by the SEC. The accuracy
of a reserve estimate is a function of:

• quality and quantity of available data;
• interpretation of that data; and
• accuracy of various mandated economic assumptions.

Any significant variance could materially affect the quantities and present value of our reserves. In addition, we may adjust estimates of proved
reserves to reflect production history, results of development and exploration and prevailing oil and gas prices.

In accordance with SEC requirements, we base the estimated discounted future net cash flow from proved reserves on prices and costs on the date of
the estimate. Actual future prices and costs may be materially higher or lower than the prices and costs as of the date of the estimate.

The loss of key personnel could adversely affect our business. We depend to a large extent on the efforts and continued employment of our executive
Management team and other key personnel.

The loss of the services of these or other key personnel could adversely affect our business, and we do not maintain key man insurance on the lives of
any of these persons. Our drilling success and the success of other activities integral to our operations will depend, in part, on our ability to attract
and retain experienced geologists, engineers, landmen and other professionals. Competition for many of these professionals is intense. If we cannot
retain our technical personnel or attract additional experienced technical personnel, our ability to compete could be harmed.

As many of our properties are in the exploration and development stage we cannot assure that we will establish commercial discoveries on those
properties.

Exploration for economic reserves of oil and gas is subject to a number of risk factors. Many properties that are explored are ultimately not
develope d into producing oil and/or gas wells. Many of our properties are in the exploration and development stage and are without proved reserves
of oil and gas.

The potential profitability of oil and gas ventures depends upon factors beyond our control.

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The potential profitability of oil and gas properties is dependent upon many factors beyond our control. For instance, world prices and markets for oil
and gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging, controls, or any combination of these and other
factors, and respond to changes in domestic, international, political, social, and economic environments. Additionally, due to worldwide economic
uncertainty, the availability and cost of funds for production and other expenses have become increasingly difficult, if not impossible, to project.
These changes and events may materially affect our financial performance.

Adverse weather conditions can also hinder drilling operations. A productive well may become uneconomic in the event water or other deleterious
substances are encountered whic h impair or prevent the production of oil and/or gas from the well. In addition, production from any well may be
unmarketable if it is impregnated with water or other deleterious substances. The marketability of oil and gas which may be acquired or discovered
will be affected by numerous factors beyond our control. These factors include the proximity and capacity of oil and gas pipelines and processing
equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental protection. These factors cannot be
accurately predicted and the combination of these factors may result in our company not receiving an adequate return on invested capital.

Competition in the oil and gas industry is high. We cannot assure that we will be successful in acquiring leases we wish to acquire.

The oil and gas industry is i ntensely competitive. We compete with numerous individuals and companies, including many major oil and gas
companies, which have substantially greater technical, financial and operational resources and staffs. Accordingly, there is a high degree of
competition for desirable oil and gas leases, suitable properties for drilling operations and necessary drilling equipment, as well as for access to
funds. We cannot predict if the necessary funds can be raised or that any projected work will be completed. Our budget anticipates our acquisition of
additional acreage in the Cherokee basin. This acreage may not become available or if it is available for leasing, that we may not be successful in
acquiring the leases. There are other competitors that have operations in the Cherokee basin and the presence of these competitors could adversely
affect our ability to ac quire additional leases.

Acquisitions are subject to the uncertainties of evaluating recoverable reserves and potential liabilities.

We expect that our future growth will be dependent in part on acquisitions. Successful acquisitions require an assessment of a number of factors,
many of which are beyond our control. These factors include recoverable reserves, exploration potential, future oil and natural gas prices, operating
costs, production taxes and potential environmental and other liabilities. Such assessments are inexact and their accuracy is inherently uncertain. In
connection with our assessments, we perform a review of properties which we believe is generally consistent with industry practices. However, such
a review will not reveal all existing or potential problems. In addition, our review may not allow us to become sufficiently fa miliar with the
properties, and we do not always discover structural, subsurface and environmental problems that may exist or arise. Our review prior to signing a
definitive purchase agreement may be even more limited.

We generally are not entitled to contractual indemnification for pre-closing liabilities, including environmental liabilities, on acquisitions. Often, we
acquire interests in properties on an "as is" basis with limited remedies for breaches of representations and warranties. If material breaches are
discovered by us prior to closing, we could require adjustments to the purchase price or if the claims are significant, we or the seller may have a right
to terminate the agreement. We could, however, fail to discover breaches or defects prior to closing and incur significant unknown liabilities,
including environmen tal liabilities, or experience losses due to title defects, for which we would have limited or no contractual remedies or insurance
coverage.

There are risks in acquiring producing properties, including difficulties in integrating acquired properties into our business, additional liabilities
and expenses associated with acquired properties, diversion of Management attention, and costs of increased scope, geographic diversity and
complexity of our operations.

Increasing our reserve base through acquisitions is an important part of our business strategy. Our failure to integrate acquired businesses
successfully into our existing business, or the expense incurred in consummating future acquisitions, could result in our incurring unanticipated
expenses and losses. In addition, we may have to assume cleanup or reclamation obligations or other unanticipated liabilities in connection with these
acquisitions. The scope and cost of these obligations may ultimately be materially greater than estimated at the time of the acquisition.

8

In connection with future acquisitions, the process of integrating acquired operations into our existing operations may result in unforeseen operating
difficulties and may require significant Management attention and financial resources that would otherwise be available for the ongoing development
or expansion of existing operations. Possible future acquisitions could result in our incurring additional debt, contingent liabilities and expenses, all
of which could have a material adverse effect on our financial condition and operating results.

Oil and gas operations are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those
anticipated causing an adverse effect on us.

Oil and gas operations are subject to federal, state, and local laws relating to the p rotection of the environment, including laws regulating removal of
natural resources from the ground and the discharge of materials into the environment. Oil and gas operations are also subject to federal, state, and
local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment.
Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that such permits will be
received. Environmental standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material
adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those
anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages which we
may elect not to insure against due to prohibitive premium costs and other reasons. To date we have not been required to spend any material amount
on compliance with environmental regulations. However, we may be required to do so in future and this may affect our ability to expand or maintain
our operations.

Exploration and production activity is subject to certain environmental regulations which may prevent or delay our operations.

In general, our exploration and production activities are subject to certain federal, state and local laws and regulations relating to environmental
quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or
continuance of a given operation. Compliance with these laws and regulations has not had a material effect on our operations or financial condition to
date. Specifically, we are subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous
wastes. In addition, legislation has been enacted which requires well and facility sites to be abandoned and reclaimed to the satisfaction of state
authorities. However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance. Generally,
environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.

We believe that our operations comply, in all material respects, with all applicable environmental regulations. However, we are not fully insured
again st all possible environmental risks.

Exploratory drilling involves many risks. We may become liable for pollution or other liabilities which may have an adverse effect on our financial
position.

Drilling operations generally involve a high degree of risk. Hazards such as unusual or unexpected geological formations, power outages, labor
disruptions, blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labor, and other risks are involved. We
may become subject to liability for pollution or hazards against which we cannot adequately insure or which we may elect not to insure. Incurring
any such liability may have a material adverse effect on our financial position and operations.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC̵ 7;s penny stock regulations which may limit a stockholder’s ability to
buy and sell our stock.

Our stock is a penny stock. The U.S. Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any
equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to
persons other than established customers and "accredited investors" as defined in Regulation D promulgated under the Securities Act of 1933, as
amended. The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess
of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC
which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the
broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and < /font>
must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have
the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these
penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in
and limit the marketability of our common stock.

9

NASD sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the "penny stock" rules described above, the NASD has adopted rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low
priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s
financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high
probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for
broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse
effect on the market for our shares.

Item 2. Description of Property

Kansas Properties

Our current focus in Kansas is on approximately 29,000 acre leasehold position located on the Cherokee basin, primarily in Linn and Miami
counties. We have 45 wells in four batteries producing gas across a 12 mile area. From east to west, these areas are named Jake (12 wells), Lancaster
(26 wells), Osawatomie (4 wells), and Beagle (3 wells). In June 2007 we commenced a drilling program to further develop the Lancaster and Jake
pilots. Twenty-one wells were drilled in the Lancaster and Jake areas during the second half of 2007 with 7 being completed in the fourth quarter.
Two more wells were completed in the first quarter of 2008. Eleven (11) of these additional wells are connected and producing at this time. The
remaining twelve (12) wells drilled in 2007 are shut in and are awaiting pipeline connection. W e have a significant acreage position in the Cherokee
basin and are negotiating pipeline rights-of-way in and between these producing areas. We also have a significant acreage position and pipeline right-
of-ways in and between these producing areas.

After review of data provided by Evergreen, we initiated drilling and completion activity on Cherokee basin acreage in northeast Kansas using
alternative technologies. These alternative techniques increased average initial production rates by approximately 100 percent and cut cost by
approximately 50 percent, and have resulted in our first gas sales and proved reserves.

Developed property, Cherokee basin

Lancaster battery In 2005 we entered into sales agreements and committed funds necessary to establish sales from the 16 Lancaster wells. We
completed the pipeline and associated processing facilities in early January 2006. We initiated continuous gas sales on February 21, 2006. In late
2007 and early 2008, we connected and turned to sales 9 more Lancaster wells. We retained Pinnacle Energy Services LLC ("Pinnacle") to perform
an external audit as of December 31, 2007 and an Engineering report as of December 31, 2007 for our Lancaster project. As of December 31, 2007,
Pinnacle estimated we had net reserves and discounted future net cash flow of:

2007	Proved
	Developed						Total
	Producing		Non producing		Undeveloped		Proved
Net remaining reserves
Oil (stock tank barrels)		-		-		-		-
Gas (mcf)		461,620		485,980		1,216,020		2,163,620
Income	$	2,894,370		3,047,070		7,624,480	$	13,565,920
Future net cash flow	$	1,517,690	$	2,036,310	$	2,627,500	$	6,181,500
Future net cash flow discounted at 10 percent	$	984,230	$	1,419,580	$	929,930	$	3,333,740

10 

Undeveloped property, Cherokee basin

Jake battery Jake is a twelve well battery. It is located three miles east of Lancaster and is the easternmost battery in the project area. The original
drilled well is venting at 1 MCFD. Eleven wells were drilled in 2007. All wells are shut in awaiting completion and pipeline connection.

Osawatomie battery Osawatomie is a four well battery drilled on 80 acre spacing by Evergreen approximately five miles southwest of Lancaster. It is
currently venting gas at the rate of approximately 2 Mcfgpd.

Beagle battery Beagle is a three well battery approximately four miles southwest of Osawatomie battery. Two of the three wells were drilled by
Heartland as 80 acre offsets to the original Evergreen well. In aggregate, Beagle is currently venting gas at rates of approxi mately 14 Mcfgpd.

Undeveloped Property, Forest City Basin

Northern acreage As of December 31, 2007, we had a total of 616,216 acres of undeveloped land under lease in northern Kansas. Based on
evaluation work done during 2006, CBM production from the Forest City basin acreage has been deemed uneconomic, although we retain valid
leases on a substantial acreage position which expire between 2007 and 2012. We have identified areas for prospective, longer-term conventional oil
and gas exploration and development. In late 2007, Heartland sold in multiple agreements approximately 17,400 acres for $174,000 and retained a 3.125% ORRI.

Developed property, Texas Properties

Our current focus in Texas is on further developing an approximately 700 acre leasehold position located in Palo Pinto Count y. We currently have a
total of twelve (12) wells drilled on this property with eight (8) wells producing gas.

Our Jack County property consists of approximately 3,000 acres of property with approximately thirty-six (36) oil and gas leases thereon. We
currently have a total of sixty-five (65) wells drilled on this property with nineteen (19) wells producing oil and gas.

We retained EvanTech, Inc. ("EvanTech") to perform an external reserve report of our Palo Pinto and Jack County leases. As of December 31, 2007,
EvanTech estimated we had net reserves and discounted future net cash flow of:

2007	Proved
	Developed						Total
	Producing		Non producing		Undeveloped		Proved
Net remaining reserves
Oil (stock tank barrels)		3,002		-		-		3,002
Gas (mcf)		247,484		-		-		247,484
Income	$	2,747,817					$	2,747,817
Future net cash flow	$	1,285,291	$	-	$	-	$	1,285,291
Future net cash flow discounted at 10 percent	$	1,021,907	$	-	$	-	$	1,021,907

Executive and Field Offices.

On September 30, 2007, we completed the move of our executive offices to 12603 Southwest Freeway, Suite 420, Stafford, Texas 77477. We
occupied a portion of the office space leased by our majority shareholder and parent company, Universal Property Development and Acquisition
Corporation ("UPDA"). We did not pay rent to UPDA. In March 2008 we closed the Stafford office and moved all functions to Jacksboro Texas.

11

On December 14, 2007, UPDA entered into a Lease Termination Agreement (the "Agreement") with R. M. Crowe Property Management, LP (the
"Landlord") to terminate of the lease on the office space located in Suite 285 of 12603 Southwest Freeway Building, Stafford, Texas 77477. On that
same day, we entered into an Office Lease (the "Lease") with the same Landlord on new office space in the same building. The new Lease is for
space in the building consisting of approximately 4,744 rentable square feet, commonly referred to as Suite 420. The Lease has a term of fifty-eight
months, beginning on January 1, 2008. The base rent under the Lease, on an annual and per rental square basis, is set forth below:

	Annual Rental Rate
	Per Rentable Square	Applicable
Time Period	Foot	Monthly Rent
Month 1-2	$17	$6,721
Month 3-22	$18	$7,116
Month 23-58	$19	$7,511

We have subsequently abandoned the Stafford office and are actively looking to sublease the property.

We also lease a field office located at 1610 Industrial Drive, Paola, Kansas. The office is approximately 2,500 square feet in size and was leased until
July 31, 2007 at an annual rate of $11,705.

Our current premises are adequate for our current operations and we do not anticipate that we will require any additional premises in the foreseeable
future.

Item 3. Related Party Notes Receivable

Note Receivable Catlin

Note Receivable Catlin consists of a promissory note, dated August 1, 2007, received by the Company from Catlin Oil & Gas, Inc. ("Catlin"), a
subsidiary of UPDA, in exchange for the Company issuing shares of its common stock in connection with the acquisition by UPDA of certain assets.
The value of the shares of common stock so issued by us was valued at $400,000. This unsecured Note Receivable Catlin bears interest at 5% per
annum, with principal and interest receivable in full by or before August 1, 2010. The notes receivable balance of $408,329 at December 31, 2007
includes accrued interest income earned of $8,329 to that date.

Item 4. Legal Proceedings

On September 6, 2007, the Company’s Motion for Conversion to Chapter 60 and for Trial Continuance came on for hearing in the District Court of
Miami County, Kansas and was granted. The trial scheduled for September 6, 2007 was rescheduled. This is an action file by plaintiffs seeking to
evict Heartland from the land on which its compressor is located in Kansas. In consideration of this on-going case in Kansas, the Company has
already located a new site to which the Company can move these facilities at nominal expenses should that becomes necessary.

On March 27, 2008, a former employee filed a petition against Heartland Oil & Gas Corporation, a wholly owned subsidiary of the Company,
alleging that it had breached its employment contract with him.  In addition to attorneys’ fees, the former employee is seeking $99,650, which is
derived from the remainder of his base salary, his annual cash bonus and his out of pocket expenses.  Heartland believes the suit is without merit and
intends to vigorously defend itself.  Toward that end, the Company filed an answer denying the allegations asserted in the suit.  As of April 9, 2008,
there have been no material developments in this case.

Beginning March 31, 2008, a three day court trial was conducted relative to the Kansas litigation regarding the action filed by plaintiffs seeking to
evict the Company from the land on which its compressor is located in Kansas. During the trial, the Court reviewed evidence and heard testimony
from various witnesses and made rulings on several legal issues. At the conclusion of the trial, the Court directed counsel for each of the parties to
submit proposed findings of fact and conclusions of law by or before April 23, 2008, after which time the Court will enter its final decision on the
case.

12

Item 5. Submissions of Matters to a Vote of Security Holders.

On July 25, 2007, a 1-for-10 reverse stock split of the Company’s outstanding common stock (the "2007 Reverse Split") became effective. All
common stock numbers set forth in this document have been adjusted for the 2007 Reverse Split. The 2007 Reverse Split was approved by the
consent of the holders of a majority of the Company’s outstanding voting capital stock at the time.

Part II

Item 6. Market for Common Equity and Related Stockholder Matters.

The principal U.S. market in which our common shares (all of which are one class, $.001 par value) are traded is the over-the-counter bulletin board.
Our common stock trades under the symbol "HTOG.OB".  The over-the-counter market quotations shown below reflect inter-dealer prices without
retail markup, markdown or commission and may not necessarily represent actual transactions. The following table shows the low and the high
closing trading prices during the 2007 and 2006 fiscal years, and for the interim period ended March 31, 2008. The share prices shown below have
been adjusted for the 1-for-10 reverse stock split on July 25, 2007.

	Low	High
January 1, 2006 - March 31, 2006	$1.80	$4.40
April 1, 2006 - June 30, 2006	$1.20	$2.90
July 1, 2006 - September 30, 2006	$0.60	$1.60
October 1, 2006 - December 31, 2006	$0.20	$0.90
January 1, 2007 - March 31, 2007	$0.20	$1.20
April 1, 2007 - June 30, 2007	$0.80	$1.90
July 1, 2007 - September 30, 2007	$0.49	$1.70
October 1, 2007 - December 31, 2007	$0.33	$0.68
January 1, 2008 - March 31, 2008	$0.04	$0.35

Registrant’s common stock is also traded on the Frankfurt and Hamburg, Germany exchanges.

The transfer agent for our common stock is Integrity Stock transfer located at 3027 E. Sunset Road - Suite 103 Las Vegas, NV 89120, Telephone:
(702) 317-7757; Facsimile: (702) 796-5650.

On March 31, 2008, the shareholders’ list of common shares outstanding showed that the company currently has 110 registered shareholders and
42,207,720 shares outstanding.

We have not declared any dividends since incorporation and do not anticipate that we will do so in the foreseeable future. Although there are no
restrictions that limit the ability to pay dividends on our common shares, our intention is to retain future earnings for use in our operations and the
expansion of our business.

Securities Authorized for Issuance Under Equity Compensation Plans.

As at December  31, 2007, we have five compensation plans in place, entitled 2001 Officer, Director, Employee, Consultant and Advisor Stock
Compensation Plan, 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan, Additional 2002 Officer, Director,
Employee, Consultant and Advisor Stock Compensation Plan, 2004 Stock Option Plan and the 2005 Stock Option Plan, as amended. These plans
have not been approved by our security holders.

Number of Securities to be issued upon exercise of outstanding options	Weighted-Average exercise price of outstanding options		Number of securities remaining available for further issuance
308,500(1)	$	3.80	91,500

(1) Total number of options granted pursuant to all of our compensation plans as of December 31, 2007.

13

Reverse Stock Split

On July 25, 2007, the Company’s previously announced 1-for-10 reverse stock split became effective. All share numbers presented in this report
have been adjusted to reflect the July 25, 2007 reverse stock split.

Acquisition of Our Common Stock by UPDA

Pursuant to the terms of a Stock Purchase Agreement dated April 19, 2007, by and between the Company and UPDA, a Nevada corporation, UPDA
agreed to purchase a total of 5,063,176 shares (the "Shares") of our common stock in a private transaction with the Company for an aggregate
purchase price of $1,000,000 in cash (the "Stock Sale"). The Stock Sale closed on April 20, 2007 (the "Closing Date"), through the payment by
UPDA of the aggregate purchase price and the transfer of the Shares by us to UPDA.

As of April 10, 2007, and prior to the closing of the Stock Sale, we had 4,673,701 shares of common stock issued and outstanding. As a result of the
closing of the Stock Sale on April 20, 2007, UPDA owned 5,063,176 of the 9,736,878 shares of our common stock that were outstanding after such
closing. Therefore, as of April 20, 2007, UPDA owned 52% of our issued and outstanding common stock.

On April 23, 2007, subsequent to the closing of the Stock Sale, 333,333 shares of common stock were issued to Energy Capital Solutions. The
company entered into a letter agreement with Energy Capital Solutions (ECS) on May 31, 2006, with a document date of May 30, 2006. The
company extended this agreement with a First Amendment dated January 29, 2007. Under the terms of these agreements, ECS was eligible to receive
4% of the transaction proceeds in cash and 3% of the transactions proceeds in equity or Heartland stock according to the terms and timeline of the
Potential Investor.

The Stock Sale constituted a change of control transaction for us as UPDA owns a majority of our outstanding voting securities. Therefore, UPDA
has the voting power to pass actions requiring shareholder approval and has the voting power to control the election of directors to our board of
directors.

Unregistered Sales of Equity Securities and Use of Proceeds.

On July 31, 2007, the Company and Five Star, the holder of an aggregate of $1,729,000 of our outstanding Notes, agreed to amend the conversion
terms of those Notes. Pursuant to the terms and conditions agreed to by the parties, the Company agreed to allow for the conversion of the Notes into
shares of the Company’s common stock at their stated rate of $0.04 per common share. As a condition to this agreement, Five Star agreed that it
could not thereafter demand payment of the principal amount of the Notes in cash and agreed to not hold at any time more than 9.9% of the
outstanding common stock of the Company. Furthermore, Five Star agreed to invest a minimum of $2,500,000 in the Company through the
acquisition of additional shares of the Company’s common stock from the Company at prices equal to the closing price of the Company’s common
stock on the day prior to purchase, or $.85 per share, whichever amount is greater. Five Star agreed to forego the repayment of the Notes in cash and
to invest the additional $2,500,000 in exchange for the Company’s agreement to maintain the $.04 per share conversion price of the Notes after t he
effective date of the 1 for 10 July 25, 2007 reverse stock split. As a result, the Notes held by Five Star remained convertible into 43,225,000 of our
common stock after the effective date of the 1 for 10 July 25, 2007 reverse stock split. Five Star agreed to make this additional investment in the
Company by or before December 31, 2007. Five Star has not as yet invested any of the $2,500,000 it is required to invest per the amended terms of
the Notes.

On September 26, 2007, the Company and UPDA agreed to revise the terms of the Notes held by UPDA.  Pursuant to the revised terms, UPDA
agreed to convert the entire $4,756,000 face amount of Notes held by them into 4,756,000 shares of our newly created Series B Convertible Preferred
Stock. 

The above transactions are recordable as conversions of debt instruments into equity instruments in accordance with EITF No. 06-6, entitled
"Debtor’s Accounting for a Modification (or Exchange) of Convertible Debt Instruments." The difference in shares received as consideration versus
the pre-split share amounts (for Five Star: 43,225,000 shares versus 4,322,500 shares, and for UPDA: 118,900,000 versus 11,890,000 shares of
common stock, assuming full conversion of UPDA’s preferred shares) multiplied by the July 25, 2007 post-split value of $1.40 per share amounts to
$204,277,500 (Five Star: $54,463,500; and UPDA: $148,814,000). Under EITF 06-6 this amount would normally be required to be recorded in the
Company’s Financial Statements as a charge in the Statement of Operations as interest expense, with a corresponding credit to additional paid-in
capital. Howe ver, EITF No. 98-5, entitled "Accounting for Convertible Securities with Beneficial Conversion Feature or Contingently Adjustable
Conversion Rations," further limits the amount to be recorded to the consideration received by the Company. Five Star purchased its $1,729,000
convertible notes directly from SDS and Bay Star. The Company received no fresh cash proceeds from the transfer of these Notes from SDS and Bay
Star to Five Star. The Company also received no fresh cash proceeds from the transfer of $4,756,000 of Company’s Convertible Notes from SDS and
Bay Star to UPDA.

14

Accordingly, since the Company received no fresh proceeds from either Five Star or UPDA from the transfer of Notes to these entities, the Company
has no amounts to be recorded for interest expense and a corresponding credit to additional paid-in capital related to these transactions.

During the year ended December 31, 2007, Five Star presented $1,729,000 in face amount of Notes to the Company for conversion into 43,225,000
shares of common stock. Pursuant to the terms of the agreement described above, the Company issued 7,500,000 shares of its common stock to Five
Star as of September 30, 2007. The Company issued an additional 9,025,000 shares of its common stock to Five Star in October 2007, and 2,500,000
shares of its common stock in December 17, 2007 with the remaining 24,200,000 shares to be issued in the future. The shares of common stock
< font size="2">issued to Five Star are restricted shares and were issued in a transaction exempt from the registration requirements of the Securities Act pursuant to
Section 4(2) thereof and Rule 506 of Regulation D there under. The shares issued to Five Star are subject to Rule 144 under the Securities Act and
therefore generally cannot be resold for a period of twelve months from the date of issuance. However, the outstanding Notes of the Company
converted by Five Star have been fully paid and outstanding for a period in excess of two years from the date of their issuance by the Company. No
additional consideration is payable upon the conversion of the Notes to shares of our common stock. While the shares of common stock to be issued
upon conversion of the Notes are restricted shares, the holders of the shares issued upon conversion may request the removal of any restrictive
legends that would be attached thereto in accordance with the provisions of Rule 144(k) under the Securities Act of 1933, as amended. The removal
of any restrictive legends from the shares of common stock issued on conversion of the Notes will be dictated by the provisions of Rule 144(k).

Designation and Issuance of Our Series B Convertible Preferred Shares

As described above, on September 26, 2007, the Company and UPDA agreed to revise the terms of the Notes held by UPDA. Pursuant to the revised
terms, UPDA agreed to convert the entire $4,756,000 face amount of the Notes held by them into 4,756,000 shares of our newly created Series B
Convertible Preferred stock. Therefore, the conversion rate of the Notes converted by UPDA was one share of Series B preferred stock for each one
dollar of Notes converted. The 4,756, 000 shares of Series B Convertible Preferred Stock were issued to UPDA on September 30, 2007 and all of the
Notes held by UPDA were surrendered to the Company for cancellation. The shares of Series B Convertible Preferred Stock held by UPDA are
convertible into 118,900,000 shares of the Company’s common stock and UPDA has the right to vote the shares of Series B Preferred stock on an "as
converted" basis in any matters for which the holders of our common stock are entitled to vote.

Pursuant to the Certificate of Designations, Preferences and Rights for Series B Convertible Preferred Stock filed by the Company, the Company
authorized 5,000,000 shares of Series B Convertible Preferred Stock, par value $0.001 per share, for issuance. Each share of the Series B Convertible
Preferred Stock is convertible into twenty-five (25) shares of the CompanyR 17;s common stock. Each share of the Series B Convertible Preferred Stock
has a liquidation preference over our common stock up to a maximum of one (1) dollar per preferred share. The shares of Series B Convertible
Preferred Stock have the right to vote on an "as converted" basis in any matters for which the holders of our common stock are entitled to vote.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read with our financial statements and the related notes that appear elsewhere in this annual report. The following
discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those
discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to; those discussed
below and elsewhere in this annual report, particularly in the section entitled "Risks Related To Our Business."

Overview and Outlook

Heartland Oil and Gas Corp. is engaged in the exploration, development, production and sales of coal bed methane from its approximately 645,000
acre eastern Kansas leasehold position. The acreage is located in two areas in northeast Kansas, primaril y in Linn and Miami Counties, located on the
northern edge of the Cherokee basin, and the Forest City basin.

15

Notable Items in 2007:

• Completed and turned to sales 7 wells in the Lancaster battery in November and December 2007.

• Drilled 21 wells in second half of 2007. 10 wells in Lancaster and 11 in Jake.

Capital Expenditures

Subject to obtaining financing, we plan to spend approximately $15 million in capital expenditures in the next twelve months. See Liquidity and
Capital Resources, below. These expenditures will be directed toward developing existing proved and probable reserves on the Cherokee basin,
constructing additional pipelines, and evaluating new project areas. Approximately 90% of the capital budget is focused on attempting to convert
probable and possible reserves into proved reserves.

We project that our capital program for the next year will allow us to create value by drilling 100 wells and installing 14.5 miles of transportation
lines and associated facilities necessary to support the drilling program and to hook up currently stranded gas, compared to the 2007 program in
which we d rilled 21 wells. We have currently secured the necessary pipeline rights of way to achieve this program. Successes may also encourage the
initiation of additional discretionary projects.

We are trying to obtain adequate financing so we can develop our Cherokee basin project into a nucleus for future growth. We cannot assure that we
will be able to obtain such financing. Without it, we will have to cease operations.

Appraisal, Evaluation and Exploitation Activity

Since 2003, we have been active in assembling significant acreage positions which we believe are prospective for finding and developing commercial
quantities of hydrocarbons.

Development Activity

Cherokee basin

Lancaster battery The Lancaster battery includes 25 producing wells, one shut in well awaiting connection, one disposal well, and associated
production and water disposal facilities. The wells are drilled on 40 and 80 acre spacing. With the completion of the 5.5 mile gas gathering and processing plant in late 2006, we established production, proved reserves, and cash flow from our Lancaster battery. Lancaster is currently producing 500 Mcfgpd. Currently sales is approximately 380 Mcfgpd net of fuel gas, shrinkage, and carbon dioxide extraction.

The table below summarizes the well history at Lancaster:

	Operator
		Evergreen
Lancaster Activity	Heartland	Resources	Total
Drilled	17	9	26
Completed	19	6	25
Recompleted	6	3	9

Beagle, Jake and Osawatomie batteries We are currently venting approximately 17 gross Mcfgpd from three other multi-well production batteries on
the Cherokee basin. Including Lancaster, each battery is separated by approximately three miles, and thus defines a potential project covering at least
12 miles along the Cherokee basin. In August 2005 we drilled and completed two wells at Beagle and one well at Jake. In the second half of 2007
we have drilled 11 more wells in the Jake battery. We intend to put these fourteen wells, along with five wells originally drilled and completed by
Evergreen Resources (one at Beagle and four at Osawatomie) into production if we are able to access financing necessary to do so.

We plan to invest approximately $15 million on the Cherokee basin. Of the $15 million, we expect $13 million will be directed toward a 100 we ll,
160 acre development drilling program targeting shallow (600 to 800 foot drill depth) Pennsylvanian reservoirs of the Cherokee and Marmaton
Groups and $2 million will be invested in pipelines and infrastructure necessary to support development drilling and to hook up stranded gas from
Jake, Beagle, and Osawatomie batteries.

See Item 1 Description of Business for more information on Development Activity.

16

Results of Operations

The following overview provides a summary of key information concerning our financial results for 2007 and 2006:

Revenue and operating expense

In 2006 we initiated our first gas sales from 16 wells in the Lancaster area. We had no revenue, production tax, or lease operating expense prior to
February 2006. During the year ended December 31, 2007, we sold $1,010,376 of natural gas and earned $18,296 in gas gathering fees. Production
tax for the same period was $43,986. The total volume for the year was 111,686 mcf at an average price of $7.18. Lease operating and workover
expense for the producing wells was $420,738 and operating expense for the gas gathering system was $160,497.

Impairment of oil and gas property

	2007		2006
Revenue	$	1,028,672	$	399,342
Production tax		43,986		31,347
Lease operating expense		581,235		426,525
Exploration Expense, expired leases		1,164,378		151,164
Depreciation, depletion and accretion		624,247		385,261
Impairment of oil and gas property		4,059,346		442,287
Share based compensation		48,808		394,986
General and administrative:
Salary and consulting fees		698,668		719,730
Legal and accounting fees		326,418		224,405
Other	256,058		399,361
Operating Loss		(6,774,472)		(2,775,724)
Extraordinary gain on exchange of preferred stock for convertible notes		-		1,299,958
Stock-based facilitation fees		(895,620)		-
Loss on disposal of fixed assets		(2,742)		-
Gain on sale of leases		164,940		-
Interest expense		(6,392,068)		-
Interest income	23,055		19,796
Net (Loss)	$	(13,876,907)	$	(1,455,970)

We apply a ceiling test to the capitalized cost in the full cost pool. The ceiling test limits such cost to the estimated present value, using a 10%
discount rate, of the future net revenue from proved reserves, based on current economic and operating conditions. With the ceiling test at
December 31, 2007, we computed a charge against our oil and gas property of $4,059,346. With the ceiling test at December 31, 2006, we computed
a charge against our oil and gas property of $442,287.

For the year ended December 31, 2007, we incurred $1,164,378 in exploration expense for leases expiring in the southern Cherokee basin area. For
the year ended December 31, 2006, we incurred $151,164 in exploration expense for lease expiring.

Other Expense

Other general and administrative expense for 2007 an d 2006 was $256,058 and $399,361, respectively, a decrease of $143,303, or 36%. This
decrease was due in part to lower office expense for the Vancouver office and the Kansas field office.

Legal and accounting fees were $326,418 and $224,405 for 2007 and 2006, respectively. The increase of $102,013 was primarily attributed to an
increase of legal costs associated with the transfer of Catlin’s assets to the Company.

Share based compensation was $48,808 and $394,986 for 2007 and 2006, respectively. The decrease of $346,178 occurred because less shares were
issued in 2007 and due to a reduced staff.

17

Depreciation, depletion and accretion expense for 2007 and 2006 was $624,247 and $385,261, respectively, an increase of $238,986. Accretion
expense was $35,461 for 2007 compared to $18,826 for 2006. The increase of $16,635 was a result of the acquisition of Jack and Palo Pinto leases
and increased production from our leases. Impairment expense for 2007 and 2006 was $4,059,346 and $442,287, respectively, an increase of
$3,617,059 due to the fact that the Company did not have a reserve valuation completed on its behind the pipe reserves on its Texas properties,
thereby inflating impairment expense.

We have experienced recurring losses from operations. Our continuation is dependent upon a successful program of acquisition and exploration, and
achieving a profitable level of operations. It is likely we will need additiona l financing for ongoing operations. We have raised additional capital
through the equity offerings noted above. The issuance of additional equity securities by us could result in a significant dilution in the equity interests
of our current stockholders. Obtaining loans, assuming those loans would be available, would increase our liabilities and future cash commitments.
We cannot assure that we will be able to obtain further funds we desire for our continuing operations or, if available, that funds can be obtained on
commercially reasonable terms. If we are not able to obtain additional financing on a timely basis, we may be unable to conduct our operations as
planned. In such event, we would have to scale down or perhaps even cease our operations.

Operation Plan

Assuming additional financing and the repayment or restructur ing of our debt, for the next 12 months, we plan to sell gas from Lancaster, and seek
financing necessary to initiate drilling operations and hook up currently venting wells at Jake, Beagle, and Osawatomie. Based on geological
mapping, pipelines, and leasehold position, we have defined a 100 well drilling program on our acreage and have obtained substantially all of the
pipeline right of ways required to build the gathering system to tie in both the 100 well programs and the currently venting gas to existing sales lines
and processing facilities.

We have no drilling obligations or commitments, and, except for regulatory requirements, all activity is discretionary.

Liquidity and Capital Resources

We have incurred recurring losses from operations. Our continuation is dependent upon a successful program of acquisitio n and exploration, and
achieving a profitable level of operations. We will need additional financing for ongoing operations. The issuance of additional equity securities by
us would result in a significant dilution in the equity interests of our current stockholders. Obtaining loans, assuming those loans would be available,
would increase our liabilities and future cash commitments. We cannot assure that we will be able to obtain further funds we desire for our
continuing operations or, if available, that funds can be obtained on commercially reasonable terms. If we are not able to obtain additional financing
on a timely basis, we would cease our operations.

During the year ended December 31, 2007, we spent $2,320,359 on exploration and acquisition of our oil and gas property. $2,312,805 was
acquisition cost for proved pr operties in Jack and Palo Pinto Counties and $7,554 was exploration and development cost. During the year ended
December 31, 2007, the Company acquired certain Oil and Gas property assets transferred from Catlin Oil and Gas, Inc. with historical costs basis
for financial statement reporting purposes of $6,794,723. We also spent $41,629 on pipeline and processing facilities. During the year ended
December 31, 2006 we spent $322,058 on exploration and acquisition of our oil and gas property. $63,732 was acquisition cost and $258,326 was
exploration cost. We also spent $316,595 on pipeline and processing facilities.

We require additional funds to implement our growth strategy in our gas exploration operations and to continue operation. These funds may be raised
through equity financing, debt financing, or other sources, which may result in further di lution in the equity ownership of our shares. We may not be
able to obtain such funds. If we are not able to raise these funds within the next 90 days, we will have to significantly reduce the scope of our
operations or cease operations entirely. This would result in substantial losses for our investors. As of December 31, 2007, we had negative working
capital.

We may not be able to raise adequate capital. Should we not be able to do so within the next 90 days, we will have to significantly reduce the scope
of our operations or cease operations entirely.

We have no significant off-balance sheet arrangements.

18

Critical Accounting Estimates

We are engaged in the exploration, development, acquisition and production of oil and gas. Our discussion of financial condition and results of
operation is based upon the information reported in our financial statements. The preparation of these financial statements requires us to make
assumptions and estimates that affect the reported amounts of assets, liabilities, revenue and expense at the date of our financial statements. We base
our decisions affecting the estimates we use on historical experience and various other sources that we believe are reasonable under the
circumstances. Actual results may differ from the estimates we calculate due to changing business conditions or unexpected circumstances. Through
December 31, 2007, we were a development stage company as defined by Stateme nt 7, Accounting and Reporting by Development Stage Enterprises.
We report our significant accounting policies in Note 2 of our financial statements in this report.

Proved oil and gas reserves

Proved oil and gas reserves are our most important estimate because they affect our perceived value, are used in comparative financial analysis ratios,
and are used as the basis for the most significant accounting estimates in our financial statements which include the periodic calculations of
depletion, depreciation and impairment for our proved oil and gas property. Proved reserves are the estimated quantities of crude oil, natural gas and
natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future periods from known
reservoirs under existing economic and op erating conditions. We determine future cash inflow and future production and development cost by
applying benchmark prices and costs, including transportation, quality and basis differentials, in effect at the end of each period to the estimated
quantities of oil and gas remaining to be produced as of the end of that period. We reduce expected cash flow to present value using a discount rate
that depends upon the purpose for which the reserve estimates will be used. For example, the standardized measure calculation required by FASB
Statement 69, Disclosures about Oil and Gas Producing Activity, requires a ten percent discount rate to be applied. Although reserve estimates are
inherently imprecise, and estimates of new discoveries and undeveloped locations are more imprecise than those of established proved producing oil
and gas property, we make c onsiderable effort to estimate our reserves, including the use of independent reserve engineering consultants. We expect
that periodic reserve estimates will change in the future as additional information becomes available or as oil and gas prices and operating and capital
costs change. We evaluate and estimate our oil and gas reserves at December 31 each year. We record changes in depletion, depreciation or
impairment calculations caused by changes in reserves in the period that the reserve estimates change.

Full Cost Method Of Accounting

Generally accepted accounting principles provide for two alternative methods for the oil and gas industry to use in accounting for oil and gas
producing activity. These two methods are generally known in the oil industry as the full cost method and the successful efforts method. Both
methods are widely used. The methods are different enough that in many circumstances the same set of facts will provide materially different
financial statement results within a given year. We have chosen the full cost method of accounting for our oil and gas producing activity, and a
detailed description is included in Note 1 of our financial statements in this report.

Using the full cost method, we capitalize to the full cost pool all cost incurred with acquisition, exploration and development of oil and gas reserves,
including cost such as leasehold acquisition cost, geological expenditures, tangible and intangible development cost including direct internal cost..
Beginning in 2006, as we earned revenue, we have depleted our capitalized oil and gas property cost, using the units-of-production method based on
estimates of proved reserves. The capita lized cost included in the full cost pool is subject to a "ceiling test", which limits such cost to the estimated
present value, using a ten percent discount rate, of the future net revenue from proved reserves, based on current economic and operating conditions.
The ceiling test calculation is dependent on the estimates used in the calculation of our proved reserves. As of December 31, 2007, a portion of our
oil and gas property was unproved and was excluded from amortization. In 2007 and 2006 we recorded impairment charges of $4,059,346 and
$442,287 respectively.

At December 31, 2007 and 2006, we concluded that none of our unproved gas property was impaired. This presumes that we will be able to recover
the cost of such property from discovery of gas in commercial quantities on the property. If our evaluations of the property are not borne out by
future discoveries and production, our estimates that we will be able to recover the cost of the property will have been inaccurate. In that regard, the
Company has identified undeveloped leases it holds the right to with an aggregate cost of approximately $430,000 that are to expire during the first
quarter of 2008 for which the Company has not devoted substantive costs to develop and therefore are planned to be expensed during that quarter.

19

Asset Retirement Obligations.

We record an estimated liability for future cost associated with plugging and reclaiming of our oil and gas properties at the end of the commercial life
of each property. We base our estimate of the liability on our historical experience in plugging and reclaiming oil and gas property projected into the
future based on our current understanding of federal and state regulatory requirements. Our present value calculations require us to estimate the
economic lives of our properties, assume what future inflation rates apply to external estimates as well as determine what credit adjusted risk-free
rate to use. The impact of these estimates on our operations statement appears in our depreciation, depletion and amortization calculations and occurs
over the remaining life of our oil and gas property.< br>

Item 8. Financial Statements and Supplementary Data.

The information required by this item begins at Page F-1.

Item 8A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures 

The Company’s Chief Executive Officer and acting Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the fiscal period ending December 31, 2007 covered by this
Annual Report on Form 10-KSB. Based upon such evaluation, the Chief Executive Officer and acting Chief Financial Officer has concluded that, as
of the end of such period, the Company’s disclosure controls and procedures were not effective as required under Rules 13a-15(e) and 15d-15(e)
under the Exchange Act. This conclusion by the Company’s Chief Executive Officer and acting Chief Financial Officer does not relate to reporting periods after December 31, 2007.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act) of the Company. Internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in
reasonable detail, a ccurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in
the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of
management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

Management, under the supervision of the Company’s Chief Executive Officer and acting Chief Financial Officer, conducted an evaluation of the
effectiveness of internal control over financial reporting based on the framework in  Internal Control-Integrated Framework  issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal
control over financial reporting was not effective as of December 31, 2007 under the criteria set forth in the in Internal Control-Integrated
Framework.

A material weak ness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely
basis.   Management has determined that material weaknesses exist due to a lack of segregation of duties, resulting from the Company’s limited
resources.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management’s report in this Annual Report on Form 10-KSB.

20

Changes in Internal Control Over Financial Reporting

No change in the Company’s internal control over financial reporting occurred during the quarter ended December 31, 2007, that materially affected,
or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Our external auditors, KBL, LLP, have not issued an attestation report on management’s assessment of the Company’s internal control over financial
reporting, as it is not yet required since the Company has less than $75 million in "public float."

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

Staley, Okada and Partners, our prior independent registered accountant, of Vancouver, British Columbia, advised us that it had merged with
PricewaterhouseCoopers, LLP. Staley Okada concluded that, because substantially all of our operations are located in the United States at significant
distance from Vancouver, it would not be able to continue as our independent registered accountants. Accordingly, on December 18, 2006, Staley
Okada resigned.

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 and December 31, 2007. KBL has not provided any prior services to
Heartland.

Item 9A. Other Information.

None.

Part III

Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act

All directors of our company hold office until the next annual general meeting of the shareholders or until their successors are elected and qualified.
The officers of our company are appointed by our board of directors and hold office until the earliest of their death, retirement, resignation or
removal.

Our directors, executive officers and other significant employees, their ages, positions held and duration each person has held that position, are as
follows:

Name	Position Held with the Company	Age	Date First Elected or Appointed
Kamal Abdallah	Interim CEO and Pres., Chairman and Director	43	May 13, 2007
Christopher J. McCauley	Director and Secretary	47	July 27, 2007
Steven A. Fall	Ex-CEO, President and Director, Resigned February 1, 2008	58	July 2, 2007
Said Abdallah	Ex-Chief Operating Officer, Resigned February 1, 2008	52	May 13, 2007
Philip S. Winner	Ex-President and Director, Resigned July 27, 2007	51	January 1, 2006
Robert L. Poley	Ex-Chief Financial Officer and Director, Resigned April 23, 2007	63	January 1, 2006
Donald Sharpe	Ex-Director, Resigned March 27, 2007	49	September 18, 2002
John Martin	Ex-Director, Resigned April 23, 2007	50	May 2, 2005
Todd Mackintosh	Ex-Director, Resigned April 23, 2007	48	January 1, 2006

21

Business Experience

The following summarizes the education and business experience of each director, executive officer and key employee during at least the past five
years, indicating each person’s principal occupation during the period, and the name and principal business of the organization by which he or she
was employed.

Kamal Abdallah - Interim Chief Executive Officer and President, Chairman and Director

Mr. Abdallah was appointed a Chairman of the Company on July 27, 2007. Mr. Abdallah, 43, has over fifteen years experience in commercial real
estate investment and development. From March 2005 to the present, Mr. Abdallah has been the CEO, President and a member of the board of
directors of UPDA, a publicly traded Nevada corporation. From 2000 to 2005, Mr. Ab dallah was self-employed as a real estate development
entrepreneur where he developed a very successful real estate investment business concentrated in the structuring and financing of a variety of real
property transactions. Mr. Abdallah is also a member of the Board of Directors of Continental Fuels, Inc., a publicly traded Nevada corporation.
Mr. Abdallah attended Oakland Community College and Oakland University in Michigan where he focused his studies in the area of accounting and
finance.

Christopher J. McCauley - Director and Secretary

Mr. McCauley was appointed a Secretary on July 27, 2007. Mr. McCauley, 47, has over twenty years experience in the areas of real estate and
commercial law and over 8 years experience in oil and gas acquisitions and operations. From July 2005 to the present, Mr. McC auley has been the
Vice-President and a member of the board of directors of UPDA, a publicly traded Nevada corporation. Mr. McCauley is also a member of the Board
of Directors of Continental Fuels, Inc., a publicly traded Nevada corporation. From 1990 to July 2005, Mr. McCauley was in private practice in the
state of Ohio as a sole practitioner. Mr. McCauley now devotes all of his professional efforts to the growth and management of UPDA and its
subsidiaries. In 1982, Mr. McCauley graduated from The Ohio State University and in 1986 Mr. McCauley received his J.D. degree from Cleveland-
Marshall College of Law.

Steven A. Fall - Ex-Chief Executive Officer, President and Director

Mr. Fall, 58, served as our CEO and President from July 2, 2007 to Feb ruary 1, 2008. On February 1, 2008, Mr. Fall resigned from our board of
directors. Mr. Fall started his professional career with Exxon Company, U.S.A. exploring regional trends along the Gulf onshore and working on
special projects for Columbia Gas Development Company.  After moving to Corpus Christi with Texas Oil and Gas, Mr. Fall worked for several
independent E&P companies before returning to Houston in 1991.  He became the Houston District Manager for the divestment advisory company
EBCO, and consulted with such companies as Exxon, Marathon, Texaco, Pennzoil, Chevron, and Phillips Petroleum to name a few.  Mr. Fall
subsequently worked for Wellspring Partners LLC, consulting with Merit Energy, Bass Enterprises, Mueller Engineering, and Hilcorp.  Mr. Fall
received his Bachelor of Science and Master of Science degrees in Geolog y from Texas A&M University.  He is a 35-year member of AAPG
(American Association of Petroleum Geologists) and a Certified Petroleum Geologist with the Division of Professional Affairs of AAPG.

Said Abdallah - Ex-Chief Operating Officer

Mr. Abdallah, 52, served as our Chief Operating Office from July 2, 2007 to February 1, 2008. On February 1, 2008, Mr. Abdallah resigned from
our board of directors. He has over twenty years experience as an electrical engineer and as a contractor in the oil and gas drilling, operation, and
maintenance industry. Mr. Abdallah has also directed the Company’s recent well drilling activities on its coalbed methane (CBM) properties on the
Bourbon Arch acreage in northeast Kansas. Mr. Abdallah attended Youngstown State University in Youngstown, Ohio.

Philip S. Winner - - Ex-President and Director

Mr. Winner served as our President and a director from January 1, 2006 to July 27, 2007. He served as our Chief Operating Officer from August
2004 to December 2005. From 2002 to 2004, he was employed as Senior Vice President, Business Development, at Infinity Energy Resources, Inc.
From 2001 to 2002, Mr. Winner served as a consultant for CDX Gas, where he was responsible for evaluation CDX’ tight gas and shale gas projects.
Mr. Winner was at HS Resources, an oil and gas exploration and production company from 1993 to 2001, and held various management positions,
including serving as a Vice President. From 1991 to 1993 he consulted with Apache Oil Corporation and Hanifen Imhoff. From 1981 to 1991 he was
Sr. Staff Geologist, Asset Team Manager and Budget Coordinator of Mobil Oil Corp. He has a Mast er’s degree in geology from the University of
Vermont, an MBA from the University of Denver and a Bachelor of Science in geology from Southern Oregon State College.

Robert Poley - Ex-Chief Financial Officer and Director

Mr. Poley was appointed a director on December 29, 2005 and resigned his position on April 23, 2007. He served as our CFO from October 25, 2004
to October 15, 2005 and from December 29, 2006 until April 23, 2007. From 2004 to the present he has consulted with small businesses regarding
compliance with SEC regulations and Generally Accepted Accounting Principles. From 2002 to 2004 he was a financial examiner with the SEC’s
Division of Corporation Finance in Washington, D.C. From 1996 to 2002 he was controller of NaPro BioTherapeutics, Inc., a proprietary
p harmaceutical developer and manufacturer in Boulder, CO. Mr. Poley holds a Master’s of Science in Business Administration from the University
of Denver and a Bachelor’s degree from the University of Kansas.

22

Donald Sharpe - Ex-Director

Mr. Sharpe was appointed a director on September 18, 2002 and resigned his position on March 27, 2007. Since 1994 Mr. Sharpe has consulted to,
managed and served as a director of a number of start-up oil and gas companies including Patriot Petroleum Corp., Gemini Energy Inc., Velvet
Exploration Inc., Netco Energy Inc. and Nation Energy Ltd. Since May 12, 2004, Mr. Sharpe has served as the President and a director of Eden
Energy Corp. Mr. Sharpe graduated from the University of British Columbia with a Bachelor of Science degree in Geophysics, received a Certificate
in Business Management from the University of Calgary and graduated from the Banff School of Advanced Management. Mr. Sharpe is a member of
the Association of Professional Engineers, Geologists a nd Geophysicists of Alberta and the Canadian Society of Exploration Geophysicists.

John Martin - Ex-Director

Mr. Martin was appointed a director in May 2005 and resigned his position on April 23, 2007. Mr. Martin has served as the Managing Director of
CMI, Credit Markets Investments Ltd. (Geneva), an investment company, since 2001. Previously, Mr. Martin was the senior VP and head of Capital
Markets for Bank of Tokyo Mitsubishi AG (Switzerland) from 1990 to 2000.

Todd Mackintosh - Ex-Director

Mr. Mackintosh, an attorney, was appointed a director on January 1, 2006 and resigned his position on April 23, 2007. Mr. Mackintosh has practiced
law since 1989, with a focus on business law and litigation. For the last five years, Mr. Mackintosh has had a solo practice involving general civil
litigation and business law. He graduated from the University of Denver School of Law.

In August 2007, Christopher J. McCauley was suspended indefinitely from the practice of law in the State of Ohio as a result of a disciplinary action
brought by Office of Disciplinary Counsel in the Ohio Supreme Court. The action was based upon allegations of commingling of client funds and
possible misuse of such funds. Mr. McCauley accepted full responsibility for the actions of his employees, voluntarily stipulated to the suspension
imposed in such action and fully reimbursed all claimants for any funds alleged to have been commingled or misused.

Other than as described above, none of our directors, executive officers, promoters or control persons has, within the last five years: (i) had a
bankruptcy petition f iled by or against any business of which such person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time; (ii) been convicted in a criminal proceeding or is currently subject to a pending criminal proceeding
(excluding traffic violations or similar misdemeanours); (iii) been subject to any order, judgment or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in
any type of business, securities or banking activities; (iv) been found by a court of competent jurisdiction (in a civil action), the Securities and
Exchange Commission (the "SEC") or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law,
an d the judgment has not been reversed, suspended or vacated. There are no family relationships among any of our directors and executive officers.

Audit Committee Financial Expert

We believe that the members of our Board of Directors are collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would
qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted given the early stages of our
development and our lack of financial resources.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive o fficers and directors and persons who own more than 10%
of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of
changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5
respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to
furnish our company with copies of all Section 16(a) reports they file.

Based solely on a review of the Section 16(a) reports filed with the SEC, to the best of our knowledge, all executive officers, directors and greater
than 10% shareholders filed the required reports in a timely manner.

Code of Ethics

Effective March 25, 2004, our company’s board of directors adopted a Code of Business Conduct and Ethics that applies to all employees, including
our company’s president (being our principal executive officer) and our company’s secretary (being our principal financial and accounting officer
and controller), as well as persons performing similar functions.

23

Our Code of Business Conduct and Ethics as filed with the Securities and Exchange Commission is incorporated herein by reference as Exhibit 14.1
to this annual report. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can
be sent to: Heartland Oil and Gas Corp., P.O. Box 277, Jacksboro, TX 76458.

Item 11. Executive Compensation.

Particulars of compensation awarded to, earned by or paid to; (i) our chief executive officer; (ii) each of our most highly compensated executive
officers who were serving as executive officers at the end of the most recently completed fiscal year and (ii) any additional individuals for whom
disclosure would have been provided for the fact that the individual was not serving as an executive officer of our company at the end of the most
recently completed fiscal year (collectively, the "Named Executive Officers"), are set out in the summary compensation table below.

SUMMARY COMPENSATION TABLE
		Annual Compensation									Long Term Compensation (1)
											Awards			Payouts
Name and Principal Position		Salary			Bonus			Other			Securities		Restricted	LTIP		All
		(US$)			(US$)			Annual			Underlying		Shares or	Payouts	Other
								Compensation			Options/		Restricted	(US$)	Compensation
								(US$) (1)			SARs		Share
	Year										Granted		Units
Kamal Abdallah	2007	$	-		$	-	(2)		-		-		-	-		-
Interim CEO and Pres., Chairman and Director	2006	$	-		$	-			-		-		-	-		-
	2005	$	-			-			-		-		-	-		-
Steven Fall	2007	$	60,000		$	3,886	(3)		-		-		-	-		-
Ex-CEO and President Director, Resigned February 1, 2008	2006	$	-		$	-			-		-		-	-		-
	2005	$	-			-			-		-		-	-		-
Said Abdallah	2007	$	75,000		$	4,685	(4)		-		-		-	-		-
Ex-Chief Operating Officer, Resigned February 1, 2008	2006	$	-		$	-			-		-		-	-		-
	2005	$	-			-			-		-		-	-		-
Philip Winner	2007	$	109,293		$	-	(5)		-		-		-	-		-
President(2)	2006	$	180,000		$	10,000			-		-		-	-		-
	2005	$	162,231			-			-		500,000		-	-		-
Richard Coglon	2007	$	-	(6)	$	-	(6)	$	-	(6)	-	(6)	-	-		-
Former President(3)	2006	$	-	(6)	$	-	(6)	$	-	(6)	-	(6)	-	-		-
	2005	$	187,827	(6)	$	25,000	(6)	$	75,000	(6)	750,000	(6)	-	-		-
Charles Willard	2007	$	-	(4)	$	-	(7)	$	-	(4)	-	(4)	-	-		-
Ex -Chief Operating Officer(7)	2006	$	137,302		$	7,500			-		-		-	-		-
	2005	$	103,971			-			-		500,000		-	-		-

(1)	The value of perquisites and other personal benefits, securities and property for the Named Executive Officers that do not exceed the lesser of $10,000 or 10% of the total of the annual salary and bonus is not reported herein.
(2)	Mr. Kamal Abdallah was appointed as Chairman of the Company on July 27, 2007. He is also serving as Interim Chief Executive Officer. Mr. Abdallah does not receive compensation from the Company.
(3)	Mr. Fall was CEO and President from July 2, 2007 to February 1, 2008. During the year ended December 31, 2007 Mr. Fall received $10,000 per month annual salary.
(4)	Mr. Said Abdallah was the Chief Operating Office from July 2, 2007 to February 1, 2008. During the year ended December 31, 2007 Mr. Abdallah received $12,500 per month annual salary.
(5)	Mr. Winner resigned his position on the board of directors on July 27, 2007. He was appointed President on January 1, 2006. During the year ended December 31, 2005, Mr. Winner served as a consultant from January 1 to March 31, 2005 and as Chief Operating Officer from April 1, 2005 to December 31, 2005.
(6)	Mr. Coglon served as our President from September 18, 2002 to December 31, 2005. During the year ended December 31, 2005 Mr. Coglon received $9,860 per month until February 28, 2005 and $16,667 per month for the period from March 1, 2005 to December 31, 2005 for providing management services. In addition, on December 31, Mr. Coglon was paid $75,000 for his severance package. In addition he was paid a bonus of $25,000 for the hook-up of the Lancaster pilot.
(7)	Mr. Willard was appointed Chief Operating Officer on January 1, 2006. During the year ended December 31, 2005, Mr. Willard served as the Vice President of Operations from February 1, 2005 to December 31, 2005. Mr. Willard resigned his position effective December 12, 2006.

24

On April 17, 2007, our board of directors authorized the issuance 130,000 options to be granted to certain then board members and certain key
employees. The options have an exercise price of $1.40 and a three-year term. The options were fully vested upon issuance. Mr. Winner was granted
50,000 options and Mr. Poley, Mr. Mackintosh and Mr. Martin were granted 16,667, 16,667, and 16,666 respectively. The remaining 30,000 options
were granted to certain key employees.

The following table sets forth for each Named Executive Officer certain information concerning the number of shares subject to both exercisable and
unexercisable stock options as of December 31, 2007.

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

	Shares
	Acquired
	on	Aggregate	Number of Securities Underlying		Value of Unexercised In-the-
	Exercise	Value	Unexercised Options at FY End (#)		Money Options at FY End
Name	(#)	Realized	Exercisable / Unexercisable		($) Exercisable / Unexercisable(1)
			Exercisable	Unexercisable	Exercisable		Unexercisable
Philip Winner	0	0	120,000	0	$	0	$	0
Donald Sharpe	0	0	25,000	0	$	0	$	0
Rob Poley	0	0	16,667	0	$	0	$	0

⁽¹⁾ The values for "in-the-money" options are calculated by determining the difference between the fair market value of the securities underlying the options as of December 31, 2007 ($.35 per share on NASD OTCBB) and the exercise price of the individual’s options.

Compensation of Directors

Prior to January 20, 2006, our directors did not receive salaries for serving as directors, nor did they receive any compensation for attending meetings
of the board of directors or serving on committees of the board of directors. Effective January 20, 2006, the Board approved a resolution to
compensate our non-employee directors $200 per hour for their services. Directors are entitled to expense reimbursement incurred in attending
meetings. In addition, our directors are entitled to participate in our stock option plan.

Donald Sharpe, a director of our company during the fiscal year 2006, earned consulting fees through D. Sharpe Management Inc., a company
wholly-owned and controlled by him. D. Sharpe Management Inc. was paid CN$7,500 per month for consulting services related to project < /font>
development and maintenance of the corporate headquarters in Vancouver, B.C., Canada. This agreement was terminated on September 30, 2006.

Robert Poley, the Chief Financial Officer and a director of the company during the fiscal year 2006, earned consulting fees at an hourly rate of
$175.00 for his services as consulting Chief Financial Officer.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth, as of March 31, 2008, certain information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive
officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial
ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Amount and Nature of	Percentage of Class
	Beneficial Ownership	(1)
Kamal Abdallah (4) - Chairman, President & Interim CEO	860,000	2.0%
8 Links Green,
San Antonio, Texas 78257
UPDA, Corp. (2)
14255 U.S. Highway 1, Suite 209
Juno Beach, FL 33408	123,996,509	74.6%
Five Star Partners (3)
D -21 Questa Verde Christiansted,
St.Croix 00820	43,225,000	80.2%
Directors and Executive Officers as a Group	860,000.00	2.0%

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(1)	Based on 42,407,720 shares of common stock issued and outstanding as of March 31, 2008. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.
(2)	Universal Property Development and Acquisition Corporation ("UPDA") currently owns 4,756,000 shares of the Company’s Series B Convertible Preferred Stock which are currently convertible into 118,900,000 shares of our common stock and UPDA has the right to vote the shares of Preferred Stock on an "as converted" basis in any matters for which the holders of the common stock are entitled to vote. UPDA also owns 5,063,176 shares of our common stock. Therefore, UPDA has the power to control the vote of approximately 75% of our voting capital stock. UPDA has its principal executive offices at 14255 U.S. Highway 1, Suite 209, Juno Beach, Florida 33408.
(3)	Five Star Partners presented $1,729,000 in face amount of the Company’s convertible promissory notes for conversion into 43,225,000 shares of our common stock during the year ended December 31, 2007. The Company had issued an aggregate of 19,025,000 shares of its common stock to Five Star as of December 31, 2007. As of March 31, 2008, Five Star owned 31,525,000 shares of our Common Stock and had the right to receive an additional 11,700,000 shares of our Common Stock under the conversion provisions of its Notes surrendered to the Company. Therefore, as of March 31, 2008, Five Star beneficially owned 80%, of our Common Stock. Five Star has its principal executive offices at 100 North Central Expressway, Suite 1205 Richardson TX, 75080-5329. Because the shares of Series B Convertible Preferred Stock owned by UPDA have the right to vote on an “as converted” the equivalent of 118,900,000 shares of common stock, in all matters for which common stockholders have the power to vot e, Five Star effectively beneficially owns 24.9% of the voting capital of the Company.
(4)	As of December 31, 2007, the Company borrowed $215,000 on a note bearing 8% interest, payable to Kamal Abdallah, President of UPDA. At December 31, 2007, the note has an outstanding balance payable on demand, including accrued interest of $5,793. Mr. Abdallah has the option to convert amounts due under the notes into common stock of the Company at rate of $0.25 per share or 860,000 common shares. At March 31, 2008, Mr. Abdallah also owns approx 14% of outstanding common shares of UPDA. Mr. Abdallah’s address is 8 Links Green, San Antonio, Texas 78257.

Equity Compensation Plan Information

At December 31, 2007 we had four incentive compensation plans in place, entitled 2001 Officer, Director, Employee, Consultant and Advisor Stock
Compensation Plan, 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan, the Additional 2002 Officer, Director,
Employee, Consultant and Advisor Stock Compensation Plan and the 2005 Stock Option Plan. These plans have not been approved by our security
holders.

Number of Securities to be			Number of securities
issued upon exercise of	Weighted-Average exercise		remaining available for
outstanding options	price of outstanding options		further issuance
308,500(1)	$	3.80	91,500

⁽¹⁾ Total number of options granted pursuant to all five of our compensation plans as of December 31, 2007.

Changes in Control

Under the terms of a Stock Purchase Agreement dated April 19, 2007, by and between the Company and UPDA, UPDA agreed to purchase a total of
5,063,176 shares (the "Shares") of the common stock of the Company in a private transaction with the Company for an aggregate purchase price of
$1,000,000 in cash (the "Stock Sale"). The Stock Sale closed on April 20, 2007, through the payment by UPDA of the aggregate purchase price and
the transfer of the Shares by the Company to UPDA. On that date, the Company had 4,673,701 shares of common stock issued and outstanding. As a
result of the issuance of the Shares, as of April 20, 2007, UPDA owned 52% of the issued and outstanding common stock of the Company. After
adjusting for the issuance of shares of the Company’s Series B Convertible Preferred Stock to UPDA as a result of the conversion of Notes held by
UPDA, UPDA held 83% of the Company’s voting capital stock as of December 31, 2007.

The Stock Sale constituted a change of control transaction for the Company as UPDA now owns a majority of the outstanding voting securities of the
Company. Therefore, UPDA has the voting power to pass actions requiring shareholder approval and has the voting power to control the election of
directors to the Company’s board of directors.

UPDA is a public reporting company whose shares currently trade on the Over-the-Counter Bulletin Board under the trading symbol "UPDA.OB".
Therefore, information on the business and financial condition of UPDA can be obtained by visiting the SEC’s website at www.sec.gov.

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Item 13. Certain Relationships and Related Transactions.

Other than as listed below, we have not been a party to any transaction, proposed transaction, or series of transactions in which the amount involved
exceeds $60,000, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holder, or any member of the
immediate family of the foregoing persons has had or will have a direct or indirect material interest.

Item 14. Principal Accountant Fees and Services

Audit Fees

Our board of directors had appointed KBL, LLP as independent auditors to audit our financial statements for the year ended December 31, 2007 and
2006. The firm of Staley Okada & Partners resigned their position following the filing of the September 30, 2006 10Q. The aggregate fees billed by
KBL, LLP for professional services rendered for the audit of our annual financial statements included in the Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2007 and 2006 was $132,742 and $0.

Audit Related Fees

For the fiscal year ended December 31, 2007, the aggregate fees billed for assurance and related services by KBL, LLP relating to our quarterly
financial statements which are not reported under the caption "Audit Fees" above, were $0.

For the fiscal year ended December 31, 2006, the aggregate fees billed for assurance and related services by KBL, LLP relating to our quarterly
financial statements which are not reported under the caption "Audit Fees" above, were $0.

Tax Fees

For the fiscal year ended December 31, 2007, the aggregate fees billed for tax compliance, by Spicer, Jeffries LLP were $6,500.

For the fiscal year ended December 31, 2006, the aggregate fees billed for tax compliance, by Spicer, Jeffries LLP were $4,000.

All Other Fees

For the fiscal year ended December 31, 2007, the aggregate fees billed by KBL, LLP for other non-audit professional services, other than those
services listed above is $0. For the fiscal year ended December 31, 2006, the aggregate fees billed by Staley Okada & Partners for other non-audit
professional services, other than those services listed above is $11,659. Substantially all the 2007 and 2006 fees related to the review of registration
statements submitted to the Securities and Exchange Commission.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before an audit firm is engaged by us or our
subsidiaries to render any auditing or permitted non-audit related service, the engagement be:

• approved by our audit committee; or

• entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management.

The audit committee pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented in
response to the new rules. Therefore, the audit committee does not have records of what percentage of the above fees were pre-approved. However,
all of the above services and fees were reviewed and approved by the audit committee either before or after the respective services were rendered.

The audit committee has considered the nature and amount of the fees billed by KBL, LLP and Staley Okada & Partners, and believes that the
provision of the services for activities unrelated to the audit is compatible with maintaining the auditors’ independence.

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Item 14. Exhibits.

We file the following Exhibits with this Annual Report:

Exhibit
Number	Description
2.1	Purchase and Sale Agreement, entered into as of August 15, 2007, by and between Heartland Oil and Gas Corp., a Nevada corporation, as the purchaser and Universal Property Development and Acquisition Corporation, a Nevada corporation and Catlin Oil & Gas, Inc., its subsidiary, as the Sellers. Incorporated by reference to Exhibit 2.1 to our Form 8-K filed with the Securities and Exchange Commission on March 7, 2008.
3.1	Articles of Incorporation. Incorporated by reference to our Form SB-2 Registration Statement filed with the Securities and Exchange Commission on October 23, 2001.
3.2	Amended and Restated Bylaws. Incorporated by reference to our current report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2006.
3.3	Certificate of Amendment to Articles of Incorporation effective November 4, 2002. Incorporated by reference to our Form 10-QSB filed with the Securities and Exchange Commission on November 14, 2002.
3.4	Certificate of Amendment to Articles of Incorporation effective December 10, 2003. Incorporated by reference to our Form SB-2 Registration Statement filed with the Securities and Exchange Commission on November 15, 2004.
3.5	Certificate of Designation for shares of Series A Convertible Preferred Stock, effective December 18, 2003. Incorporated by reference to our Form SB-2 Registration Statement filed with the Securities and Exchange Commission on February 17, 2004.
3.6	Certificate of Designation for shares of Series B Convertible Preferred Stock, effective September 26, 2007. Incorporated by reference to Exhibit 4.1 to our Form 8-K filed with the Securities and Exchange Commission on October 11, 2007.
4.1	2005 Stock Option Plan. Incorporated by reference to our Form 10-KSB filed with the Securities and Exchange Commission on April 15, 2005.
10.1	Form of Oil and Gas Lease. Incorporated by reference to our Form 10-KSB filed with the Securities and Exchange Commission on April 1, 2003.
10.2	Stock Purchase Agreement, entered into as of April 19, 2007, by and between Heartland Oil and Gas, Corp., a Nevada corporation and Universal Property Development & Acquisition Corporation, a Nevada corporation. Incorporated by reference to Exhibit 99.1 to our Form 8-K filed with the Securities and Exchange Commission on April 23, 2007.
10.3	Form of Oil and Gas Lease with Option. Incorporated by reference to our Form 10-KSB/A filed with the Securities and Exchange Commission on October 22, 2003.
10.4	Promissory Note of Heartland Oil and Gas Corp., a Nevada corporation, in the principal amount of $3,635,000. Incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the Securities and Exchange Commission on March 7, 2008.
10.5	Promissory Note of Heartland Oil and Gas Corp., a Nevada corporation, in the principal amount of $3,250,000. Incorporated by reference to Exhibit 10.2 to our Form 8-K filed with the Securities and Exchange Commission on March 7, 2008.
10.6	Amended and Restated Security Agreement, dated as of August 16, 2007, by and between Universal Property Development and Acquisition Corporation, a Nevada corporation, each of its subsidiaries, Kamal Abdallah, Christopher McCauley and Sheridan Asset Management, LLC, a Delaware limited liability company. #
10.7	Amended and Restated Subsidiary Guarantee, dated as of August 16, 2007, in favor of Sheridan Asset Management LLC, as executed by each of the subsidiaries of Universal Property Development and Acquisition Corporation, a Nevada corporation. #
10.8	Form of Common Stock Purchase Warrant, with an issue date of August 17, 2007, for the purchase of 937,140 shares of the common stock of HTOG issued to Sheridan Asset Management, LLC, a Delaware limited liability company. #
21.1	List of Subsidiaries. #
31.1*	Certificate of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. #

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31.2*	Certificate of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. #
32.1*	Certificate of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. #
32.2*	Certificate of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. #
____________________________
#	Filed herewith.
*	This certification "accompanies" this Annual Report, is not deemed filed with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

Item 15. Principal Accounting Fees and Services

See Item 10.

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Signatures

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

	HEARTLAND OIL AND GAS CORP.
	/sKamal Abdallah
April 15, 2008
	Kamal Abdallah
	Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant
and in the capacities on the date(s) indicated.

Name	Title	Date
/s/  Kamal Abdallah	Chief Executive Officer;	April 15, 2008
	Director
Kamal Abdallah
/s/ Christopher J. McCauley	Secretary; Director	April 15, 2008
Christopher J. McCauley

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Heartland Oil and Gas Corp.

December 31, 2007
Report of Independent Auditors	F-2
Balance Sheet	F-4
Statement of