<HTML>
<HEAD>
<META NAME="Generator" CONTENT="Microsoft Word 97">
<TITLE>OMB APPROVAL</TITLE>
<META NAME="keywords" CONTENT="D/ljm/440473.1">
<META NAME="doccomm" CONTENT="23417-0001">
<META NAME="Template" CONTENT="C:\Program Files\Microsoft Office\Office\html.dot">
</HEAD>
<BODY LINK="#0000ff" VLINK="#800080">

<B><P ALIGN="CENTER">UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</P>
<FONT SIZE=4><P ALIGN="CENTER">FORM S-8</P>
<P ALIGN="CENTER">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</P>
</FONT><P ALIGN="CENTER">HEARTLAND OIL AND GAS CORP.<BR>
</B><FONT SIZE=2>(Exact name of registrant as specified in its charter)</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P ALIGN="CENTER"><B>Nevada</B><BR>
<FONT SIZE=2>(State or other jurisdiction of incorporation or organization)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<B><P ALIGN="CENTER">91-1918326</B><BR>
<FONT SIZE=2>(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
</TABLE>

<B><P ALIGN="CENTER">Suite 1500, 885 West Georgia Street<BR>
Vancouver, British Columbia, Canada V6C 3E8</P>
</B><FONT SIZE=2><P ALIGN="CENTER">(Address of Principal Executive Offices and Zip Code)</P>
</FONT><B><P ALIGN="CENTER">Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan <BR>
</B><FONT SIZE=2>(Full title of the plan)</P>
</FONT><B><P ALIGN="CENTER">The President<BR>
HEARTLAND OIL AND GAS CORP. <BR>
Suite 1500, 885 West Georgia Street<BR>
Vancouver, British Columbia, Canada V6C 3E8</P>
</B><FONT SIZE=2><P ALIGN="CENTER">(Name and address of agent for service)</P>
</FONT><B><P ALIGN="CENTER">604.693.0177<BR>
</B><FONT SIZE=2>(Telephone number, including area code, of agent for service)</P>
<P ALIGN="CENTER">Copies of all communications, including all communications sent to the agent for service, should be sent to:</P>
</FONT><B><P ALIGN="CENTER">Bernard Pinsky<BR>
Clark, Wilson, Barristers and Solicitors<BR>
#800 - 885 West Georgia Street<BR>
Vancouver, British Columbia, Canada, V6C 3H1<BR>
<U>Telephone: 604.687.5700</P>
</B></U><FONT SIZE=2><P ALIGN="CENTER">- 2 -</P>
<B><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B></FONT>
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=631>
<TR><TD WIDTH="23%" VALIGN="BOTTOM" HEIGHT=55>
<P ALIGN="CENTER"><B><FONT SIZE=2>Title of Securities to<BR>
be Registered</B></FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=55>
<B><FONT SIZE=2><P ALIGN="CENTER">Amount to be<BR>
Registered</B></FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM" HEIGHT=55>
<B><FONT SIZE=2><P ALIGN="CENTER">Proposed<BR>
Maximum<BR>
Offering<BR>
Price Per Share</B></FONT></TD>
<TD WIDTH="21%" VALIGN="BOTTOM" HEIGHT=55>
<B><FONT SIZE=2><P ALIGN="CENTER">Proposed<BR>
Maximum<BR>
Aggregate<BR>
Offering Price</B></FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM" HEIGHT=55>
<B><FONT SIZE=2><P ALIGN="CENTER">Amount of <BR>
Registration<BR>
Fee</B></FONT></TD>
</TR>
<TR><TD WIDTH="23%" VALIGN="TOP" HEIGHT=48>
<FONT SIZE=2><P>Common Stock,<BR>
par value $0.001</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=48>
<FONT SIZE=2><P ALIGN="CENTER">500,000</FONT><SUP>(2)</SUP></TD>
<TD WIDTH="20%" VALIGN="TOP" HEIGHT=48>
<FONT SIZE=2><P ALIGN="CENTER">$2.00<SUP>(1)</SUP></FONT></TD>
<TD WIDTH="21%" VALIGN="TOP" HEIGHT=48>
<FONT SIZE=2><P ALIGN="CENTER">$1,000,000<SUP>(1)</SUP></FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=48>
<FONT SIZE=2><P ALIGN="CENTER">$92.00<SUP>(1)</SUP></FONT></TD>
</TR>
</TABLE>
<DIR>

<SUP><FONT SIZE=2><P ALIGN="JUSTIFY">(1)</SUP> The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based on the average of the bid and asked price ($1.98 bid; $2.01 ask) of the common stock of Heartland Oil and Gas Corp. as reported on the National Association of Securities Dealers Inc.'s OTC Bulletin Board on April 4, 2003.</P>
<SUP><P ALIGN="JUSTIFY">(2)</SUP> The Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan authorizes the issuance of a maximum of 500,000 common shares issued directly under the Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan or pursuant to the exercise of options granted under the Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan, all of which are being registered under this Form S-8 Registration Statement.</P></DIR>

<B><P ALIGN="CENTER">EXPLANATORY NOTE</P>
</B><P ALIGN="JUSTIFY">We prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, to register 500,000 shares of our common stock, $0.001 par value per share, which may be issued pursuant to the Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan. The purpose of the Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan is to secure for our company and our shareholders the benefits arising from capital stock ownership by employees or officers of, and consultants or advisors to, our company and our parent and subsidiary corporation who have contributed to our company in the past and who are expected to contribute to our company's future growth and success. </P>
<P ALIGN="JUSTIFY">Under cover of this Form S-8 is our reoffer prospectus prepared in accordance with Part I of Form S-3 under the 1933 Act. Our reoffer prospectus has been prepared pursuant to Instruction C of Form S-8, in accordance with the requirements of Part I of Form S-3, and may be used for reofferings and resales on a continuous or delayed basis in the future of up to an aggregate of 500,000 of our shares of common stock which will be issued directly under the Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan or pursuant to the exercise of options granted under Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan.</P>
<B><P ALIGN="CENTER">PART I</P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</P>
<P>Item 1.&#9;&#9;Plan Information</P>
</B><P ALIGN="JUSTIFY">We will send or give the documents containing the information specified in Part I of Form S-8 to individuals who participate in our Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan, effective September 1, 2002, and who consent to and execute our form of Stock Option Agreement. Copies of the Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan and our form of Stock Option Agreement are attached respectively as exhibits 4.1 and 4.2 to this Form S-8.</P>
<P ALIGN="JUSTIFY">This registration statement relates to a maximum of 500,000 common shares in the capital of Heartland Oil and Gas Corp. issuable directly under the Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock </P>
<P ALIGN="CENTER">- 3 -</P>
<P ALIGN="JUSTIFY">Compensation Plan or pursuant to the exercise of options granted under the Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan.</P>
<B><P ALIGN="JUSTIFY">Item 2.&#9;&#9;Registrant Information and Employee Plan Annual Information</P>
</B><P ALIGN="JUSTIFY">We will provide, without charge, to each person to whom a copy of this 10(a) prospectus is delivered, upon oral or written request, a copy of any or all documents incorporated by reference in Item 3 of Part II of this registration statement (which documents are incorporated by reference in the 10(a) prospectus). Requests should be directed to the President, Heartland Oil and Gas Corp, Suite 1500, 885 West Georgia Street, Vancouver, British Columbia, Canada V6C 3E8. Our telephone number is 604.693.0177. </P>
<P ALIGN="CENTER">&nbsp;- 4 -</P>
<P ALIGN="CENTER">&nbsp;</FONT><B>REOFFER PROSPECTUS</P>
</B><FONT SIZE=2><P ALIGN="CENTER">The date of this prospectus is April 7, 2003</P>
<B><P ALIGN="CENTER">Heartland Oil and Gas Corp.<BR>
Suite 1500, 885 West Georgia Street<BR>
Vancouver, British Columbia, Canada V6C 3E8</P>
</B><P ALIGN="CENTER">500,000 Shares of Common Stock</P>
<P ALIGN="JUSTIFY">This reoffer prospectus relates to 500,000 shares of our common stock which may be offered and resold from time to time by the selling stockholders identified in this prospectus. It is anticipated that the selling stockholders will offer shares for sale at prevailing prices on the OTC Bulletin Board on the date of sale. We will receive no part of the proceeds from sales made under this reoffer prospectus. The selling stockholders will bear all sales commissions and similar expenses. Any other expenses incurred by us in connection with this registration statement and offering and not borne by the selling stockholders will be borne by us.</P>
<P ALIGN="JUSTIFY">The selling stockholders and any brokers executing selling orders on his behalf may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, in which event commissions received by such brokers may be deemed to be underwriting commissions under the Securities Act of 1933.</P>
<P ALIGN="JUSTIFY">Our common stock is traded on the OTC Bulletin Board under the symbol "HOGC". On April 4, 2003, the last reported closing bid price of our common stock on such market was $2.00 per share.</P>
<P ALIGN="JUSTIFY">Our principal executive offices are located at Suite 1500, 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3E8 and our telephone number is 604.693.0177.</P>
<B><P ALIGN="JUSTIFY">THE COMMON SHARES OFFERED PURSUANT TO THIS REGISTRATION STATEMENT INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 7 OF THIS REOFFER PROSPECTUS. THESE ARE SPECULATIVE SECURITIES.</P>
</B><P ALIGN="JUSTIFY">NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.</P>
<P ALIGN="CENTER">- 5 -</P></FONT>
<TABLE BORDER CELLSPACING=1 CELLPADDING=0 WIDTH=638>
<TR><TD VALIGN="TOP" COLSPAN=2>
<P ALIGN="CENTER"><B><FONT SIZE=2>TABLE OF CONTENTS</B></FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="15%" VALIGN="TOP">
<B><FONT SIZE=2><P>Page Number</B></FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Reoffer Prospectus</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">4</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Prospectus Summary</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">7</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Forward-Looking Statements</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">7</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Risk Factors</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">7</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>

<I><FONT SIZE=2><P>We have a limited operating history which raises substantial doubt about our ability to continue as a going concern.</DIR>
</I></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>

<I><FONT SIZE=2><P>Because of the early stage of development and the nature of our business, our securities are considered highly speculative.</DIR>
</I></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>

<I><FONT SIZE=2><P>A portion of our interest in our properties may be lost if we are unable to obtain significant additional financing.</DIR>
</I></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>

<I><FONT SIZE=2><P>Due to the losses incurred since inception, our stockholders' deficiencies and lack of revenues, there is substantial doubt about or ability to continue as a going concern.</DIR>
</I></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>

<I><FONT SIZE=2><P>We will require substantial funds to enable us to decide whether our properties contain commercial oil and gas deposits and whether they should be brought into production, and if we cannot raise the necessary funds we may never be able to realize the potential of our properties.</DIR>
</I></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>

<I><FONT SIZE=2><P>We have obtained title reports, but our properties may be subject to prior unregistered agreements, native land claims or transfers which have not been recorded or detected through title searches, resulting in a possible claim against any future revenues generated by such properties.</DIR>
</I></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>

<I><FONT SIZE=2><P>Our accounts are subject to currency fluctuations which may materially affect our financial position and results.</DIR>
</I></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>

<I><FONT SIZE=2><P>We may not be able to manage the significant strains that future growth may place on our administration infrastructure, systems and controls.</DIR>
</I></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>

<I><FONT SIZE=2><P>The loss of Richard Coglon and Donald Sharpe would have an adverse impact on future development and could impair our ability to succeed.</DIR>
</I></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>

<I><FONT SIZE=2><P>Our management currently engages in other oil and gas businesses and, as a result, conflicts could arise.</DIR>
</I></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>

<I><FONT SIZE=2><P>Trading of our stock may be restricted by the SEC's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.</DIR>
</I></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>

<I><FONT SIZE=2><P>Since our shares are thinly traded, and trading on the OTC Bulletin Board may be sporadic because it is not an exchange, stockholders may have difficulty reselling their shares.</DIR>
</I></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>

<I><FONT SIZE=2><P>If plans to phase-out the OTC Bulletin Board are implemented, we may not qualify for listing on the proposed Bulletin Board Exchange or any other marketplace, in which event investors may have difficulty buying and selling our securities.</DIR>
</I></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>

<I><FONT SIZE=2><P>Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.</DIR>
</I></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Risks Relating to the Industry</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">11</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>

<I><FONT SIZE=2><P>As our properties are in the exploration and development stage there can be no assurance that we will establish commercial discoveries on our properties.</DIR>
</I></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">11</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>

<I><FONT SIZE=2><P>The potential profitability of oil and gas ventures depends upon factors beyond the control of our company.</DIR>
</I></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">11</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>

<I><FONT SIZE=2><P>Competition in the oil and gas industry is highly competitive and there is no assurance that we will be successful in acquiring the leases.</DIR>
</I></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">11</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>

<I><FONT SIZE=2><P>The marketability of nature resources will be affected by numerous factors beyond our control which may result in us not receiving an adequate return on invested capital to be profitable or viable.</DIR>
</I></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">11</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>

<I><FONT SIZE=2><P>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 our company.</DIR>
</I></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">12</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>

<I><FONT SIZE=2><P ALIGN="CENTER">- 6 -</P>
<P>Exploration and production activities are subject to certain environmental regulations which may prevent or delay the commencement or continuance of our operations.</DIR>
</I></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">12</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Risks Associated with Drilling</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">12</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>

<I><FONT SIZE=2><P>Exploratory drilling involves many risks and we may become liable for pollution or other liabilities which may have an adverse effect on our financial position.</DIR>
</I></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">12</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>

<I><FONT SIZE=2><P>Any change to government regulations/administrative practices may have a negative impact on our ability to operate and our profitability.</DIR>
</I></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">12</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Use of Proceeds</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">13</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Selling Stockholder</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">13</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Plan of Distribution</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">13</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Experts</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">15</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Legal Matters</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">15</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Material Changes</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">15</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Incorporation of Documents by Reference</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">15</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Available Information</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">15</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Disclosure of Commission Position</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">16</FONT></TD>
</TR>
</TABLE>

<FONT FACE="Courier New" SIZE=2><P ALIGN="CENTER">&nbsp;</FONT><FONT SIZE=2> - 7 -</P>
<B><P>Prospectus Summary</P>
</B><P ALIGN="JUSTIFY">The following summary is qualified in its entirety by the more detailed information and financial statements and notes thereto appearing elsewhere in this reoffer prospectus. Consequently, this summary does not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire prospectus, including the "Risk Factors" section, and the documents and information incorporated by reference into this reoffer prospectus.</P>
<P ALIGN="JUSTIFY">This reoffer prospectus relates to 500,000 shares of our common stock which may be offered and resold from time to time by the selling stockholders identified in this prospectus. It is anticipated that the selling stockholders will offer shares for sale at prevailing prices on the OTC Bulletin Board on the date of sale. We will not receive any proceeds from the sales of common stock by the selling shareholders under this reoffer prospectus. The selling stockholders will pay for the cost of all sales commissions and similar expenses. We will however pay for all of the costs associated with the filing of this registration statement.</P>
<P ALIGN="JUSTIFY">We are an oil and gas company engaged in the exploration for and development of coal bed methane in the Soldier Creek Prospect located in the Forest City Basin of northeast Kansas. Our principal executive offices are located at Suite 1500, 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3E8. Our telephone number is 604.693.0177.</P>
<B><P ALIGN="JUSTIFY">Forward Looking Statement</B>s</P>
<P ALIGN="JUSTIFY">This reoffer prospectus 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 our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "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 in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.</P>
<P ALIGN="JUSTIFY">Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. 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.</P>
<P ALIGN="JUSTIFY">As used in this reoffer prospectus, the terms "we", "us", "our" and "Heartland" mean Heartland Oil and Gas Corp., unless otherwise indicated.</P>
<B><P ALIGN="JUSTIFY">Risk Factors</P>
</B><P ALIGN="JUSTIFY">Much of the information included in this registration statement includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.</P>
<P ALIGN="JUSTIFY">Those forward-looking statements also involve certain risks and uncertainties. Factors, risks and uncertainties that could cause or contribute to such differences include those specific risks and uncertainties discussed below and those discussed in our Form 10-KSB Annual Report for the year ended December 31, 2001. The cautionary statements made in this document should be read as being applicable to all related forward-looking statements wherever they appear in this document.</P>
<P ALIGN="CENTER">- 8 -</P>
<P ALIGN="JUSTIFY">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.</P>
<I><P ALIGN="JUSTIFY">We have a limited operating history which raises substantial doubt about our ability to continue as a going concern. </P>
</I><P ALIGN="JUSTIFY">Our company has a limited operating history and must be considered in the development stage. The success of the company is significantly dependent on a successful drilling, completion and production program. Our company's operations will be 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. No assurance can be given that we may be able to operate on a profitable basis. We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. There can be no assurance that our business plan will prove successful, and no assurance that we may be able to operate profitably, if at all.</P>
<I><P ALIGN="JUSTIFY">Because of the early stage of development and the nature of our business, our securities are considered highly speculative.</P>
</I><P ALIGN="JUSTIFY">Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development. We are engaged in the business of exploring and, if warranted, developing commercial reserves of oil and gas. Our properties are in the exploration stage only and are without known reserves of oil and gas. Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of oil and gas, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.</P>
<I><P ALIGN="JUSTIFY">A portion of our interest in our properties may be lost if we are unable to obtain significant additional financing.</P>
</I><P ALIGN="JUSTIFY">Our ability to continue exploration and, if warranted, development of our properties will be dependent upon our ability to raise significant additional financing. If we are unable to obtain such financing, a portion of our interest in our properties may be lost to exploration partners or our properties may be lost entirely. We have limited financial resources and limited cash flow from operations and we are dependent for funds on our ability to sell our common shares, primarily on a private placement basis. There can be no assurance that we will be able to obtain financing on that basis in light of factors such as the market demand for our securities, the state of financial markets generally and other relevant factors. The method of financing employed by us to date results in increased dilution to the existing shareholders each time a private placement is conducted.</P>
<P ALIGN="JUSTIFY">We anticipate that we may need to obtain additional bank financing or sell additional debt or equity securities in future public or private offerings. There can be no assurance that additional funding will be available to us for exploration and development of our projects or to fulfil our obligations under any applicable agreements. Although historically we have announced additional financings to proceed with the development of some of our previous properties, there can be no assurance that we will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of our projects with the possible loss of such properties.</P>
<I><P ALIGN="JUSTIFY">Due to the losses incurred since inception, our stockholders' deficiencies and lack of revenues, there is substantial doubt about our ability to continue as a going concern.</P>
</I><P ALIGN="JUSTIFY">There is substantial doubt about our ability to continue as a going concern due to the losses incurred since inception, our stockholders' deficiency, and lack of revenues. </P>
<P ALIGN="JUSTIFY">There can be no assurance that, if required, any such financing will be available upon terms and conditions acceptable to us, if at all. Our inability to obtain additional financing in a sufficient amount when needed and upon terms and conditions acceptable to us could have a materially adverse effect upon our company. Although we believe that we have funds sufficient to meet our immediate needs, we require further funds to finance the </P>
<P ALIGN="CENTER">- 9 -</P>
<P ALIGN="JUSTIFY">development of our company. There can be no assurance that such funds will be available or available on terms satisfactory to us. If additional funds are raised by issuing equity securities, further dilution to existing or future shareholders is likely to result. If adequate funds are not available on acceptable terms when needed, we may be required to delay, scale back or eliminate the development of our company. Inadequate funding could also impair our ability to compete in the marketplace, which may result in the dissolution of our company.</P>
<I><P ALIGN="JUSTIFY">We will require substantial funds to enable us to decide whether our properties contain commercial oil and gas deposits and whether they should be brought into production, and if we cannot raise the necessary funds we may never be able to realize the potential of our properties.</P>
</I><P ALIGN="JUSTIFY">Our decision as to whether our properties contain commercial oil and gas deposits and should be brought into production will require substantial funds and depend upon the results of exploration programs and feasibility studies and the recommendations of duly qualified engineers, geologists, or both. This decision will involve consideration and evaluation of several significant factors including but not limited to: (1) costs of bringing a property into production, including exploration and development work, preparation of production feasibility studies, and construction of production facilities; (2) availability and costs of financing; (3) ongoing costs of production; (4) market prices for the oil and gas to be produced; (5) environmental compliance regulations and restraints; and (6) political climate, governmental regulation and control. If we are unable to raise the funds necessary to properly evaluate our properties, then we may not be able to realize any potential of our properties.</P>
<I><P ALIGN="JUSTIFY">We have obtained title reports, but our properties may be subject to prior unregistered agreements, native land claims or transfers which have not been recorded or detected through title searches, resulting in a possible claim against any future revenues generated by such properties.</P>
</I><P ALIGN="JUSTIFY">We have obtained title reports with respect to our oil and gas properties and believe our interests are valid and enforceable; however, these reports do not guarantee title against all possible claims. The properties may be subject to prior unregistered agreements, native land claims or transfers which have not been recorded or detected through title research. Additionally, the land upon which we hold oil and gas leases may not have been surveyed; therefore, the precise area and location of such interests may be subject to challenge. If the interests in our properties is challenged, we may have to expend funds defending any such claims and may ultimately lose some or all of any revenues generated from the properties if we lose our interest in such properties.</P>
<I><P ALIGN="JUSTIFY">Our accounts are subject to currency fluctuations which may materially affect our financial position and results.</P>
</I><P ALIGN="JUSTIFY">We maintain our accounts in US and Canadian currencies and are therefore subject to currency fluctuations and such fluctuations may materially affect our financial position and results. We do not engage in currency hedging activities.</P>
<I><P ALIGN="JUSTIFY">We may not be able to manage the significant strains that future growth may place on our administration infrastructure, systems and controls.</P>
</I><P ALIGN="JUSTIFY">In the event our properties commence production, we could experience rapid growth in revenues, personnel, complexity of administration and in other areas. There can be no assurance that we will be able to manage the significant strains that future growth may place on our administrative infrastructure, systems, and controls. If we are unable to manage future growth effectively, our business, operating results and financial condition may be materially adversely affected.</P>
<I><P ALIGN="JUSTIFY">The loss of Richard Coglon and Donald Sharpe would have an adverse impact on future development and could impair our ability to succeed. </P>
</I><P ALIGN="JUSTIFY">We are dependent on our ability to hire and retain highly skilled and qualified personnel, including our President, Mr. Coglon, and Mr. Donald Sharpe, one of our directors. We face competition for qualified personnel from numerous industry sources, and there can be no assurance that we will be able to attract and retain qualified personnel on acceptable terms. We do not have key man insurance on any of our employees. The loss of service of any of our key personnel could have a material adverse effect on our operations or financial condition.</P>
<P ALIGN="CENTER">- 10 -</P>
<I><P ALIGN="JUSTIFY">Our management currently engages in other oil and gas businesses and, as a result, conflicts could arise.</P>
</I><P ALIGN="JUSTIFY">In addition to their interest in our company, our management currently engages, and intends to engage in the future, in the oil and gas business independently of our company. As a result, conflicts of interest between us and management of our company might arise.</P>
<I><P ALIGN="JUSTIFY">Trading of our stock may be restricted by the SEC's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.</P>
</I><P ALIGN="JUSTIFY">Our shares of common stock are subject to rules promulgated by the Securities and Exchange Commission relating to "penny stocks," which apply to companies whose shares are not traded on a national stock exchange or on the NASDAQ system, trade at less than $5.00 per share, or who do not meet certain other financial requirements specified by the Securities and Exchange Commission. These rules require brokers who sell "penny stocks" to persons other than established customers and "accredited investors" to complete certain documentation, make suitability inquiries of investors, and provide investors with certain information concerning the risks of trading in the such penny stocks. These rules may discourage or restrict the ability of brokers to sell our shares of common stock and may affect the secondary market for our shares of common stock. These rules could also hamper our ability to raise funds in the primary market for our shares of common stock.</P>
<I><P ALIGN="JUSTIFY">Since our shares are thinly traded, and trading on the OTC Bulletin Board may be sporadic because it is not an exchange, stockholders may have difficulty reselling their shares.</P>
</I><P ALIGN="JUSTIFY">Our shares of common stock are currently publicly traded on the OTC Bulletin Board service of the National Association of Securities Dealers, Inc. The trading price of our shares of common stock has been subject to wide fluctuations. Trading prices of our shares of common stock may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our shares of common stock will be matched or maintained. These broad market and industry factors may adversely affect the market price of our shares of common stock, regardless of our operating performance.</P>
<P ALIGN="JUSTIFY">In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management's attention and resources.</P>
<I><P ALIGN="JUSTIFY">If plans to phase-out the OTC Bulletin Board are implemented, we may not qualify for listing on the proposed Bulletin Board Exchange or any other marketplace, in which event investors may have difficulty buying and selling our securities</I>.</P>
<P ALIGN="JUSTIFY">We understand that in 2003, subject to approval of the Securities and Exchange Commission, the NASDAQ Stock Market intends to phase-out the OTC Bulletin Board, and replace it with the "Bulletin Board Exchange" or "BBX". As proposed, the BBX will include an electronic trading system to allow order negotiation and automatic execution. The NASDAQ Stock Market has indicated its belief that the BBX will bring increased speed and reliability to trade execution, as well as improve the overall transparency of the marketplace. Specific criteria for listing on the BBX have not yet been finalized, and the BBX may provide for listing criteria which we do not meet. If the OTC Bulletin Board is phased-out and we do not meet the criteria established by the BBX, there may be no market on which our securities may be included. In that event, shareholders may have difficulty reselling any of the shares they own.</P>
<I><P ALIGN="JUSTIFY">Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.</P>
</I><P ALIGN="JUSTIFY">Our constating documents authorize the issuance of 100,000,000 shares of common stock, each with a par value of $0.001. In the event that we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue </P>
<P ALIGN="CENTER">- 11 -</P>
<P ALIGN="JUSTIFY">any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in our control.</P>
<B><P ALIGN="JUSTIFY">Risks Relating to the Industry</P>
</B><I><P ALIGN="JUSTIFY">As our properties are in the exploration and development stage there can be no assurance that we will establish commercial discoveries on our properties.</P>
</I><P ALIGN="JUSTIFY">Exploration for economic reserves of oil and gas is subject to a number of risk factors. While the rewards to an investor can be substantial if an economically viable discovery is made, few of the properties that are explored are ultimately developed into producing oil and/or gas wells. Our properties are in the exploration and development stage only and are without proven reserves of oil and gas. There can be no assurance that we will establish commercial discoveries on any of our properties.</P>
<I><P ALIGN="JUSTIFY">The potential profitability of oil and gas ventures depends upon factors beyond the control of our company</P>
</I><P ALIGN="JUSTIFY">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.</P>
<P ALIGN="JUSTIFY">Adverse weather conditions can also hinder drilling operations. A productive well may become uneconomic in the event water or other deleterious substances are encountered which 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. The extent of these factors cannot be accurately predicted but the combination of these factors may result in our company not receiving an adequate return on invested capital.</P>
<I><P ALIGN="JUSTIFY">Competition in the oil and gas industry is highly competitive and there is no assurance that we will be successful in acquiring the leases.</P>
</I><P ALIGN="JUSTIFY">The oil and gas industry is intensely 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. There can be no assurance that the necessary funds can be raised or that any projected work will be completed. Our budget anticipates our acquisition of additional acreage in the Forest City basin. There is no assurance that this acreage will become available or if it is available for leasing, that we will be successful in acquiring the leases. There are other competitors that have operations in the Forest City basin and the presence of these competitors could adversely affect our ability to acquire additional leases. </P>
<I><P ALIGN="JUSTIFY">The marketability of nature resources will be affected by numerous factors beyond our control which may result in us not receiving an adequate return on invested capital to be profitable or viable.</P>
</I><P ALIGN="JUSTIFY">The marketability of natural resources which may be acquired or discovered by us will be affected by numerous factors beyond our control. These factors include market fluctuations in oil and gas pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of oil and gas and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.</P>
<P ALIGN="CENTER">- 12 -</P>
<I><P ALIGN="JUSTIFY">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 our company.</P>
</I><P ALIGN="JUSTIFY">Oil and gas operations are subject to federal, state, and local laws relating to the protection 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. No assurance can be given that environmental standards imposed by federal, provincial, or local authorities will not be changed or that any such changes would not 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 it may elect not to insure against due to prohibitive premium costs and other reasons.</P>
<I><P ALIGN="JUSTIFY">Exploration and production activities are subject to certain environmental regulations which may prevent or delay the commencement or continuance of our operations.</P>
</I><P ALIGN="JUSTIFY">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.</P>
<P ALIGN="JUSTIFY">We believe that our operations comply, in all material respects, with all applicable environmental regulations.</P>
<P ALIGN="JUSTIFY">Our operating partners maintain insurance coverage customary to the industry; however, it is not fully insured against all environmental risks.</P>
<B><P ALIGN="JUSTIFY">Risks Associated with Drilling</P>
</B><I><P ALIGN="JUSTIFY">Exploratory drilling involves many risks and we may become liable for pollution or other liabilities which may have an adverse effect on our financial position.</P>
</I><P ALIGN="JUSTIFY">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 labour, and other risks are involved. We may become subject to liability for pollution or hazards against which it cannot adequately insure or which it may elect not to insure. Incurring any such liability may have a material adverse effect on our financial position and operations.</P>
<I><P ALIGN="JUSTIFY">Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.</P>
</I><P ALIGN="JUSTIFY">There is no assurance that the laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other jurisdiction, will not be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business.</P>
<P ALIGN="JUSTIFY">The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect the Company. Any or all of these situations may have a negative impact on one or more of the Company's ability to operate and/or its profitably.</P>
<P ALIGN="CENTER">- 13 -</P>
<B><P ALIGN="JUSTIFY">Use of Proceeds</P>
</B><P ALIGN="JUSTIFY">We will not receive any of the proceeds from the sale of any of the 500,000 shares of common stock by the selling stockholders who may be issued shares directly or upon exercise of options issued under our Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan.</P>
<B><P><A NAME="_Toc524755622">Selling Stoc</A>kholders</P>
</B><P ALIGN="JUSTIFY">The following table identifies the selling stockholders and indicates (i) the nature of any material relationship that such selling stockholder has had with us for the past three years, (ii) the number of shares held by the selling stockholders, (iii) the amount to be offered for each of the selling stockholder's account, and (iv) the number of shares and percentage of outstanding shares of the common shares in our capital to be owned by each selling stockholder after the sale of the shares offered by them pursuant to this offering. The selling stockholders are not obligated to sell the shares offered in this reoffer prospectus and may choose not to sell any of the shares or only a part of the shares. SEC rules require that we assume that the selling stockholders sell all of the shares offered with this reoffer prospectus.</P>
<P ALIGN="JUSTIFY">Under the Securities Exchange Act of 1934, any person engaged in a distribution of the shares offered by this reoffer prospectus may not simultaneously engage in market making activities with respect to our common shares during the applicable "cooling off" periods prior to the commencement of such distribution. In addition, and without limiting the foregoing, the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, which provisions may limit the timing of purchases and sales of the shares by the selling stockholders.</P>
</FONT><FONT FACE="Courier New" SIZE=2><P>&nbsp;</P></FONT>
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=637>
<TR><TD WIDTH="24%" VALIGN="BOTTOM" ROWSPAN=2 HEIGHT=32>
<P><B><FONT SIZE=2>Selling Stockholder</B></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP" ROWSPAN=2 HEIGHT=32>
<B><FONT SIZE=2><P ALIGN="CENTER">Number of<BR>
Shares<BR>
Beneficially<BR>
Owned<SUP>(1)</B></SUP></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP" ROWSPAN=2 HEIGHT=32>
<B><FONT SIZE=2><P ALIGN="CENTER">Number of<BR>
Shares<BR>
Subject to<BR>
Options <SUP>(2)</B></SUP></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP" ROWSPAN=2 HEIGHT=32>
<B><FONT FACE="Courier New" SIZE=2><P ALIGN="CENTER"><BR>
</FONT><FONT SIZE=2>Shares<BR>
Being<BR>
Registered</B></FONT></TD>
<TD WIDTH="31%" VALIGN="TOP" COLSPAN=2 HEIGHT=32>
<B><FONT SIZE=2><P ALIGN="CENTER">Percentage of Shares<BR>
Beneficially Owned<SUP>(3)</B></SUP></FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP" HEIGHT=32>
<B><FONT SIZE=2><P ALIGN="CENTER">Before<BR>
Offering</B></FONT></TD>
<TD WIDTH="16%" VALIGN="TOP" HEIGHT=32>
<B><FONT SIZE=2><P ALIGN="CENTER">After<BR>
Offering</B></FONT></TD>
</TR>
<TR><TD WIDTH="24%" VALIGN="MIDDLE">
<FONT SIZE=2><P>Richard Coglon<SUP>(4)</SUP></FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">350,000</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">500,000</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">500,000</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">1.79%</FONT></TD>
<TD WIDTH="16%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">1.76%</FONT></TD>
</TR>
</TABLE>
<DIR>
<DIR>

<SUP><FONT SIZE=2><P ALIGN="JUSTIFY">(1)</SUP></FONT><FONT FACE="Courier New" SIZE=2>&#9;</FONT><FONT SIZE=2>Represents shares owned beneficially by Richard Coglon. This figure does not include any shares that may be acquired under the options being registered on this Registration Statement. </P>
<SUP><P ALIGN="JUSTIFY">(2)</SUP></FONT><FONT FACE="Courier New" SIZE=2>&#9;</FONT><FONT SIZE=2>Includes shares of our common stock underlying options granted to Richard Coglon, whether or not exercisable as of, or within 60 days of, the date of this reoffer prospectus.</P>
<SUP><P ALIGN="JUSTIFY">(3)</SUP></FONT><FONT FACE="Courier New" SIZE=2>&#9;</FONT><FONT SIZE=2>Based on 19,522,429 shares outstanding as of March 15, 2003.</P>
<SUP><P ALIGN="JUSTIFY">(4)</SUP></FONT><FONT FACE="Courier New" SIZE=2>&#9;</FONT><FONT SIZE=2>Mr. Coglon is currently the President and a Director of our company and has held this position since September 17, 2002. Mr. Coglon was the President, Secretary, Treasurer and Director of Heartland Oil and Gas Inc. from August 11, 2000.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">The information provided in the table above with respect to the selling stockholders has been obtained from each of the selling stockholders. Because the selling stockholders may sell all or some portion of the shares of common stock beneficially owned by them, only an estimate (assuming the selling stockholders sell all of the shares offered hereby) can be given as to the number of shares of common stock that will be beneficially owned by each selling stockholder after this offering. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time or from time to time since the date on which he provided the information regarding the shares of common stock beneficially owned by them, all or a portion of the shares of common stock beneficially owned by them in transactions exempt from the registration requirements of the Securities Act of 1933.</P>
<B><P><A NAME="_Toc524755623">Plan of Distribution</A></P>
</B><P ALIGN="JUSTIFY">The selling stockholders may, from time to time, sell all or a portion of the shares of common stock on any market upon which the common stock may be quoted (currently the OTC Bulletin Board), in privately negotiated transactions or otherwise. Such sales may be at fixed prices prevailing at the time of sale, at prices related to the market prices or at negotiated prices. The shares of common stock being offered by this reoffer prospectus may be sold by the selling stockholder by one or more of the following methods, without limitation:</P>
<P ALIGN="CENTER">- 14 -</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(a)&#9;block trades in which the broker or dealer so engaged will attempt to sell the shares of common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction;</P>
<P ALIGN="JUSTIFY">(b)&#9;purchases by broker or dealer as principal and resale by the broker or dealer for its account pursuant to this reoffer prospectus;</P>
<P ALIGN="JUSTIFY">(c)&#9;an exchange distribution in accordance with the rules of the applicable exchange;</P>
<P ALIGN="JUSTIFY">(d)&#9;ordinary brokerage transactions and transactions in which the broker solicits purchasers;</P>
<P ALIGN="JUSTIFY">(e)&#9;privately negotiated transactions;</P>
<P ALIGN="JUSTIFY">(f)&#9;market sales (both long and short to the extent permitted under the federal securities laws);</P>
<P ALIGN="JUSTIFY">(g)&#9;at the market to or through market makers or into an existing market for the shares;</P>
<P ALIGN="JUSTIFY">(h)&#9;through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); and</P>
<P ALIGN="JUSTIFY">(i)&#9;a combination of any aforementioned methods of sale.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">In effecting sales, brokers and dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from a selling stockholder or, if any of the broker-dealers act as an agent for the purchaser of such shares, from the purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with a selling stockholder to sell a specified number of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfil the broker-dealer commitment to the selling stockholders if such broker-dealer is unable to sell the shares on behalf of the selling stockholder. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such resales, the broker-dealer may pay to or receive from the purchasers from the shares commissions as described above.</P>
<P ALIGN="JUSTIFY">The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the sale of the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.</P>
<P ALIGN="JUSTIFY">From time to time, the selling stockholders may pledge its shares of common stock pursuant to the margin provisions of its customer agreements with its brokers. Upon a default by a selling stockholder, the broker may offer and sell the pledged shares of common stock from time to time. Upon a sale of the shares of common stock, the selling stockholder intends to comply with the prospectus delivery requirements under the Securities Act by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act which may be required in the event the selling stockholder defaults under any customer agreement with brokers.</P>
<P ALIGN="JUSTIFY">To the extent required under the Securities Act, a post-effective amendment to this registration statement will be filed, disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commission paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this reoffer prospectus and other facts material to the transaction.</P>
<P ALIGN="CENTER">- 15 -</P>
<P ALIGN="JUSTIFY">We and the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as the selling stockholders are a distribution participant and we, under certain circumstances, may be a distribution participant, under Regulation M. All of the foregoing may affect the marketability of the common stock.</P>
<P ALIGN="JUSTIFY">All expenses of the registration statement including, but not limited to, legal accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling stockholder, the purchasers participating in such transaction, or both.</P>
<P ALIGN="JUSTIFY">Any shares of common stock covered by this reoffer prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this reoffer prospectus.</P>
<B><P><A NAME="_Toc524755626">Experts</A></P>
</B><P ALIGN="JUSTIFY">Our financial statements as at December 31, 2001 and 2000 and the period from inception (July 9, 1998) through December 31, 2001 filed with this prospectus and registration statement have been audited by Spicer, Jeffries &amp; Co., independent accountants, as set forth in their report accompanying the financial statement and are included herein in reliance upon the report, and upon the authority of the firm as experts in accounting and auditing. The audit report covering the December 31, 2001 financial statements includes additional comments for United States readers that states that conditions and events exist that cast substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.</P>
<B><P>Legal Matters</P>
</B><P ALIGN="JUSTIFY">The validity of the common shares offered by this reoffer prospectus will be passed upon for us and the selling stockholders by O'Neill &amp; Company, Vancouver, British Columbia, Canada.</P>
<B><P>Material Changes</P>
</B><P ALIGN="JUSTIFY">There have been no material changes to the affairs of our company since December 31, 2001 which have not previously been described in a report on Form 10-QSB or Form 8-K.</P>
<B><P>Incorporation of Documents by Reference</P>
</B><P ALIGN="JUSTIFY">See Part II, Item 3 on page 16 herein for a list of documents filed by our company with the United States Securities and Exchange Commission (the "SEC") which are incorporated herein by reference.</P>
<B><P ALIGN="JUSTIFY">Available Information</P>
</B><P ALIGN="JUSTIFY">You should only rely on the information incorporated by reference or provided in this reoffer prospectus or any supplement. We have not authorized anyone else to provide you with different information. The common stock is not being offered in any state where the offer is not permitted. You should not assume that the information in this reoffer prospectus or any supplement is accurate as of any date other than the date on the front of this reoffer prospectus.</P>
<P ALIGN="JUSTIFY">We file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission as is required by the Securities Exchange Act of 1934. You may read and copy any reports, statements or other information we have filed at the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available on the Internet at the SEC's website at http:\\www.sec.gov.</P>
<P ALIGN="CENTER">- 16 -</P>
<B><P>Disclosure of Commission Position on Indemnification For Securities Act Liabilities</P>
</B><P ALIGN="JUSTIFY">Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling our business pursuant to the provision in the section entitled "Indemnification of Directors and Officers" (see below), we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.</P>
<B><P ALIGN="CENTER">PART II<BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
<P ALIGN="JUSTIFY">Item&nbsp;3. Incorporation of Documents by Reference.</P>
</B><P ALIGN="JUSTIFY">The SEC allows us to "incorporate by reference" information into this registration statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this registration statement, except for any information superseded by information in this registration statement.</P>
<P ALIGN="JUSTIFY">The following documents filed by our company with the United States Securities and Exchange Commission are incorporated herein by reference:</P>
<P ALIGN="JUSTIFY">1.&#9;The description of our company's common stock contained in our Registration Statement on Form SB-2 (SEC file number 333-93383), filed with the Securities and Exchange Commission on December 22, 1999, including all amendments and reports for the purpose of updating such description;</P>
<P ALIGN="JUSTIFY">2.&#9;Our Annual Report on Form 10-KSB, filed on March 26, 2002;</P>
<P ALIGN="JUSTIFY">3.&#9;Our Current Report on Form 8-K, filed on April 10, 2002;</P>
<P ALIGN="JUSTIFY">4.&#9;Our Quarterly Report on Form 10-QSB, filed on May 2, 2002;</P>
<P ALIGN="JUSTIFY">5.&#9;Our Quarterly Report on Form 10-QSB, filed on August 13, 2002;</P>
<P ALIGN="JUSTIFY">6.&#9;Our Preliminary 14C, filed on September 24, 2002;</P>
<P ALIGN="JUSTIFY">7.&#9;Our Form 8-K, filed on October 2, 2002;</P>
<P ALIGN="JUSTIFY">8.&#9;Our Definitive 14C, filed on October 10, 2002;</P>
<P ALIGN="JUSTIFY">9.&#9;Our Quarterly Report on Form 10-QSB, filed on November 14, 2002;</P>
<P ALIGN="JUSTIFY">10.&#9;Our Current Form 8-K, filed on November 14, 2002;</P>
<P ALIGN="JUSTIFY">11.&#9;Our Current Form 8-K, filed on November 15, 2002;</P>
<P ALIGN="JUSTIFY">12.&#9;Our Quarterly Report filed on Form 10-QSB/A on November 18, 2002; and</P>
<P ALIGN="JUSTIFY">13.&#9;Our Current Form 8-K, filed on February 27, 2003.</P>
<P ALIGN="JUSTIFY">In addition to the foregoing, all documents that we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment indicating that all of the securities offered pursuant to this reoffer prospectus have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the </P>
<P ALIGN="CENTER">- 17 -</P>
<P ALIGN="JUSTIFY">extent that a statement contained in this reoffer prospectus or in any subsequently filed document that is also incorporated by reference in this reoffer prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.</P>
<P ALIGN="JUSTIFY">We will provide without charge to each person to whom a copy of this reoffer prospectus is delivered, upon oral or written request, a copy of any or all documents incorporated by reference into this reoffer prospectus (excluding exhibits, unless the exhibits are specifically incorporated by reference into the information the reoffer prospectus incorporates). Requests should be directed to the President, Heartland Oil and Gas Corp. Suite 1500, 885 West Georgia Street, Vancouver, British Columbia, Canada V6C 3E8. Our telephone number is 604.693.0177.</P>
<P ALIGN="JUSTIFY">You may read and copy any reports, statements or other information we have filed at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available on the Internet at the SEC's website at http:\\www.sec.gov.</P>
<B><P ALIGN="JUSTIFY">Item&nbsp;4. Description of Securities.</P>
</B><P ALIGN="JUSTIFY">Not applicable.</P>
<B><P ALIGN="JUSTIFY">Item&nbsp;5. Interests of Named Experts and Counsel.</P>
</B><P ALIGN="JUSTIFY">Not applicable.</P>
<B><P ALIGN="JUSTIFY">Item&nbsp;6. Indemnification of Directors and Officers.</P>
</B><P ALIGN="JUSTIFY">Section 78.7502 of Nevada Revised Statutes provides as follows with respect to indemnification of directors and officers:</P>
<B><P ALIGN="JUSTIFY">NRS 78.7502 Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.</P>
</B><P ALIGN="JUSTIFY">A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.</P>
<P ALIGN="JUSTIFY">A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for </P>
<P ALIGN="CENTER">- 18 -</P>
<P ALIGN="JUSTIFY">amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.</P>
<P ALIGN="JUSTIFY">To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.</P>
<P ALIGN="JUSTIFY">When indemnification is discretionary, Section 78.751 of Nevada Revised Statutes provides as follows with respect to the authorization required to carry out the indemnification:</P>
<B><P ALIGN="JUSTIFY">NRS 78.751 Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses.</P>
</B><P ALIGN="JUSTIFY">Any discretionary indemnification under <U>NRS 78.7502</U> unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:</P>
<P ALIGN="JUSTIFY">(a) By the stockholders;</P>
<P ALIGN="JUSTIFY">(b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;</P>
<P ALIGN="JUSTIFY">(c) If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or</P>
<P ALIGN="JUSTIFY">(d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.</P>
<P ALIGN="JUSTIFY">The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.</P>
<P ALIGN="JUSTIFY">3. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:</P>
<P ALIGN="JUSTIFY">(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to <U>NRS 78.7502</U> or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.</P>
<P ALIGN="JUSTIFY">(b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.</P>
<P ALIGN="JUSTIFY">Article VII of our Bylaws provide that we must indemnify any director, officer, employee or agent of our company who becomes a party to an action against expenses including attorney fees, judgments, fines and amounts paid in </P>
<P ALIGN="CENTER">- 19 -</P>
<P ALIGN="JUSTIFY">settlement if that person acted in good faith and reasoned his conduct or action to be in the best interest of our company.</P>
<B><P ALIGN="JUSTIFY">Item&nbsp;7.&#9;Exemption from Registration Claimed.</P>
</B><P ALIGN="JUSTIFY">Not Applicable.</P>
<B><P ALIGN="JUSTIFY">Item&nbsp;8.&#9;Exhibits.</P><DIR>
<DIR>

</B><P>4.1 Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan, dated effective September 1, 2002.</P>
<P>4.2 Form of Stock Option Agreement.</P>
<P>5 Opinion of O'Neill &amp; Company.</P>
<P>23.1 Consent of O'Neill &amp; Company (included in Exhibit 5).</P>
<P>23.2 Consent of Independent Auditor (Spicer, Jeffries &amp; Co.)</P>
<P>24 Power of Attorney (included in signature page)</P></DIR>
</DIR>

<B><P ALIGN="JUSTIFY">Item&nbsp;9.&#9;Undertakings.</P>
</B><P ALIGN="JUSTIFY"><A NAME="_Ref476382056">(a)&#9;We hereby undertake:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(1)&#9;To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(i)&#9;To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;</P>
<P ALIGN="JUSTIFY">(ii)&#9;To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low and high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and</P>
<P ALIGN="JUSTIFY">(iii)&#9;To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;</P></DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by our company pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(2)&#9;That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered </P>
<P ALIGN="CENTER">- 20 -</P>
<P ALIGN="JUSTIFY">therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.</P>
<P ALIGN="JUSTIFY">(3)&#9;To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">(b)&#9;We hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.</P>
<P ALIGN="JUSTIFY">(c)&#9;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and persons controlling our company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by our company of expenses incurred or paid by a director, officer or controlling person of our company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, our company will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.</A></P>
<P ALIGN="CENTER">&nbsp;- 21 -</P>
<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Province of British Columbia, on April 7, 2003.</P>
<B><P ALIGN="JUSTIFY">HEARTLAND OIL AND GAS CORP.</P>
</B><P>By: /s/ Richard Coglon<U><BR>
</U>Richard Coglon, President and Director<BR>
(Principal Executive Officer)</P>
<P>By: /s/ Robert Knight<U><BR>
</U>Robert Knight, Secretary/Treasurer and Director<BR>
(Principal Financial and Accounting Officer)</P>
<B><P ALIGN="CENTER">POWER OF ATTORNEY</P>
</B><P ALIGN="JUSTIFY">KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Richard Coglon his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.</P>
<P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.</P>
<P><BR>
By: /s/ Richard Coglon<U><BR>
</U>Richard Coglon, President and Director</P>
<P><BR>
By: /s/ Robert Knight<U><BR>
</U>Robert Knight, Secretary/Treasurer and Director</P>
<P><BR>
By: /s/ Donald Sharpe<U><BR>
</U>Donald Sharpe, Director</P>
<P><BR>
By: /s/ Randy Buchamer<U><BR>
</U>Randy Buchamer, Director</P>
<P><BR>
By: /s/ Michael Bodino<U><BR>
</U>Michael Bodino, Director</P></FONT></BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "ha2002s8.htm", "description": "FORM S-8 FOR ADDITIONAL 2002 STOCK OPTION PLAN", "secsgml_size_bytes": 83429}]
{"company-data": {"conformed-name": "HEARTLAND OIL & GAS LTD", "cik": "0001075636", "assigned-sic": "3640", "irs-number": "911918326", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104381", "film-number": "03642551"}, "business-address": {"street1": "SUITE 500", "street2": "231 WATER STREET", "city": "VANCOUVER", "state": "A1", "zip": "V6B 1B8", "phone": "604.638.3525"}, "mail-address": {"street1": "SUITE 500", "street2": "231 WATER STREET", "city": "VANCOUVER", "state": "A1", "zip": "V6B 1B8"}, "former-company": {"former-conformed-name": "ADRIATIC HOLDINGS LTD", "date-changed": "19981221"}}
OMB APPROVAL
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HEARTLAND OIL AND GAS CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
91-1918326
(I.R.S. Employer Identification No.)
Suite 1500, 885 West Georgia Street
Vancouver, British Columbia, Canada V6C 3E8
(Address of Principal Executive Offices and Zip Code)
Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan
(Full title of the plan)
The President
HEARTLAND OIL AND GAS CORP.
Suite 1500, 885 West Georgia Street
Vancouver, British Columbia, Canada V6C 3E8
(Name and address of agent for service)
604.693.0177
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for service, should be sent to:
Bernard Pinsky
Clark, Wilson, Barristers and Solicitors
#800 - 885 West Georgia Street
Vancouver, British Columbia, Canada, V6C 3H1
Telephone: 604.687.5700
- 2 -
CALCULATION OF REGISTRATION FEE
Title of Securities to
be Registered
Amount to be
Registered
Proposed
Maximum
Offering
Price Per Share
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration
Fee
Common Stock,
par value $0.001
500,000
(2)
$2.00
(1)
$1,000,000
(1)
$92.00
(1)
(1) The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based on the average of the bid and asked price ($1.98 bid; $2.01 ask) of the common stock of Heartland Oil and Gas Corp. as reported on the National Association of Securities Dealers Inc.'s OTC Bulletin Board on April 4, 2003.
(2) The Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan authorizes the issuance of a maximum of 500,000 common shares issued directly under the Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan or pursuant to the exercise of options granted under the Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan, all of which are being registered under this Form S-8 Registration Statement.
EXPLANATORY NOTE
We prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, to register 500,000 shares of our common stock, $0.001 par value per share, which may be issued pursuant to the Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan. The purpose of the Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan is to secure for our company and our shareholders the benefits arising from capital stock ownership by employees or officers of, and consultants or advisors to, our company and our parent and subsidiary corporation who have contributed to our company in the past and who are expected to contribute to our company's future growth and success.
Under cover of this Form S-8 is our reoffer prospectus prepared in accordance with Part I of Form S-3 under the 1933 Act. Our reoffer prospectus has been prepared pursuant to Instruction C of Form S-8, in accordance with the requirements of Part I of Form S-3, and may be used for reofferings and resales on a continuous or delayed basis in the future of up to an aggregate of 500,000 of our shares of common stock which will be issued directly under the Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan or pursuant to the exercise of options granted under Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.		Plan Information
We will send or give the documents containing the information specified in Part I of Form S-8 to individuals who participate in our Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan, effective September 1, 2002, and who consent to and execute our form of Stock Option Agreement. Copies of the Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan and our form of Stock Option Agreement are attached respectively as exhibits 4.1 and 4.2 to this Form S-8.
This registration statement relates to a maximum of 500,000 common shares in the capital of Heartland Oil and Gas Corp. issuable directly under the Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock
- 3 -
Compensation Plan or pursuant to the exercise of options granted under the Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan.
Item 2.		Registrant Information and Employee Plan Annual Information
We will provide, without charge, to each person to whom a copy of this 10(a) prospectus is delivered, upon oral or written request, a copy of any or all documents incorporated by reference in Item 3 of Part II of this registration statement (which documents are incorporated by reference in the 10(a) prospectus). Requests should be directed to the President, Heartland Oil and Gas Corp, Suite 1500, 885 West Georgia Street, Vancouver, British Columbia, Canada V6C 3E8. Our telephone number is 604.693.0177.
- 4 -
REOFFER PROSPECTUS
The date of this prospectus is April 7, 2003
Heartland Oil and Gas Corp.
Suite 1500, 885 West Georgia Street
Vancouver, British Columbia, Canada V6C 3E8
500,000 Shares of Common Stock
This reoffer prospectus relates to 500,000 shares of our common stock which may be offered and resold from time to time by the selling stockholders identified in this prospectus. It is anticipated that the selling stockholders will offer shares for sale at prevailing prices on the OTC Bulletin Board on the date of sale. We will receive no part of the proceeds from sales made under this reoffer prospectus. The selling stockholders will bear all sales commissions and similar expenses. Any other expenses incurred by us in connection with this registration statement and offering and not borne by the selling stockholders will be borne by us.
The selling stockholders and any brokers executing selling orders on his behalf may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, in which event commissions received by such brokers may be deemed to be underwriting commissions under the Securities Act of 1933.
Our common stock is traded on the OTC Bulletin Board under the symbol "HOGC". On April 4, 2003, the last reported closing bid price of our common stock on such market was $2.00 per share.
Our principal executive offices are located at Suite 1500, 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3E8 and our telephone number is 604.693.0177.
THE COMMON SHARES OFFERED PURSUANT TO THIS REGISTRATION STATEMENT INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 7 OF THIS REOFFER PROSPECTUS. THESE ARE SPECULATIVE SECURITIES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
- 5 -
TABLE OF CONTENTS
Page Number
Reoffer Prospectus
4
Prospectus Summary
7
Forward-Looking Statements
7
Risk Factors
7
We have a limited operating history which raises substantial doubt about our ability to continue as a going concern.
8
Because of the early stage of development and the nature of our business, our securities are considered highly speculative.
8
A portion of our interest in our properties may be lost if we are unable to obtain significant additional financing.
8
Due to the losses incurred since inception, our stockholders' deficiencies and lack of revenues, there is substantial doubt about or ability to continue as a going concern.
8
We will require substantial funds to enable us to decide whether our properties contain commercial oil and gas deposits and whether they should be brought into production, and if we cannot raise the necessary funds we may never be able to realize the potential of our properties.
9
We have obtained title reports, but our properties may be subject to prior unregistered agreements, native land claims or transfers which have not been recorded or detected through title searches, resulting in a possible claim against any future revenues generated by such properties.
9
Our accounts are subject to currency fluctuations which may materially affect our financial position and results.
9
We may not be able to manage the significant strains that future growth may place on our administration infrastructure, systems and controls.
9
The loss of Richard Coglon and Donald Sharpe would have an adverse impact on future development and could impair our ability to succeed.
9
Our management currently engages in other oil and gas businesses and, as a result, conflicts could arise.
10
Trading of our stock may be restricted by the SEC's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.
10
Since our shares are thinly traded, and trading on the OTC Bulletin Board may be sporadic because it is not an exchange, stockholders may have difficulty reselling their shares.
10
If plans to phase-out the OTC Bulletin Board are implemented, we may not qualify for listing on the proposed Bulletin Board Exchange or any other marketplace, in which event investors may have difficulty buying and selling our securities.
10
Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.
10
Risks Relating to the Industry
11
As our properties are in the exploration and development stage there can be no assurance that we will establish commercial discoveries on our properties.
11
The potential profitability of oil and gas ventures depends upon factors beyond the control of our company.
11
Competition in the oil and gas industry is highly competitive and there is no assurance that we will be successful in acquiring the leases.
11
The marketability of nature resources will be affected by numerous factors beyond our control which may result in us not receiving an adequate return on invested capital to be profitable or viable.
11
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 our company.
12
- 6 -
Exploration and production activities are subject to certain environmental regulations which may prevent or delay the commencement or continuance of our operations.
12
Risks Associated with Drilling
12
Exploratory drilling involves many risks and we may become liable for pollution or other liabilities which may have an adverse effect on our financial position.
12
Any change to government regulations/administrative practices may have a negative impact on our ability to operate and our profitability.
12
Use of Proceeds
13
Selling Stockholder
13
Plan of Distribution
13
Experts
15
Legal Matters
15
Material Changes
15
Incorporation of Documents by Reference
15
Available Information
15
Disclosure of Commission Position
16
- 7 -
Prospectus Summary
The following summary is qualified in its entirety by the more detailed information and financial statements and notes thereto appearing elsewhere in this reoffer prospectus. Consequently, this summary does not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire prospectus, including the "Risk Factors" section, and the documents and information incorporated by reference into this reoffer prospectus.
This reoffer prospectus relates to 500,000 shares of our common stock which may be offered and resold from time to time by the selling stockholders identified in this prospectus. It is anticipated that the selling stockholders will offer shares for sale at prevailing prices on the OTC Bulletin Board on the date of sale. We will not receive any proceeds from the sales of common stock by the selling shareholders under this reoffer prospectus. The selling stockholders will pay for the cost of all sales commissions and similar expenses. We will however pay for all of the costs associated with the filing of this registration statement.
We are an oil and gas company engaged in the exploration for and development of coal bed methane in the Soldier Creek Prospect located in the Forest City Basin of northeast Kansas. Our principal executive offices are located at Suite 1500, 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3E8. Our telephone number is 604.693.0177.
Forward Looking Statement
s
This reoffer prospectus 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 our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "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 in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. 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.
As used in this reoffer prospectus, the terms "we", "us", "our" and "Heartland" mean Heartland Oil and Gas Corp., unless otherwise indicated.
Risk Factors
Much of the information included in this registration statement includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.
Those forward-looking statements also involve certain risks and uncertainties. Factors, risks and uncertainties that could cause or contribute to such differences include those specific risks and uncertainties discussed below and those discussed in our Form 10-KSB Annual Report for the year ended December 31, 2001. The cautionary statements made in this document should be read as being applicable to all related forward-looking statements wherever they appear in this document.
- 8 -
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 a limited operating history which raises substantial doubt about our ability to continue as a going concern.
Our company has a limited operating history and must be considered in the development stage. The success of the company is significantly dependent on a successful drilling, completion and production program. Our company's operations will be 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. No assurance can be given that we may be able to operate on a profitable basis. We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. There can be no assurance that our business plan will prove successful, and no assurance that we may be able to operate profitably, if at all.
Because of the early stage of development and the nature of our business, our securities are considered highly speculative.
Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development. We are engaged in the business of exploring and, if warranted, developing commercial reserves of oil and gas. Our properties are in the exploration stage only and are without known reserves of oil and gas. Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of oil and gas, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.
A portion of our interest in our properties may be lost if we are unable to obtain significant additional financing.
Our ability to continue exploration and, if warranted, development of our properties will be dependent upon our ability to raise significant additional financing. If we are unable to obtain such financing, a portion of our interest in our properties may be lost to exploration partners or our properties may be lost entirely. We have limited financial resources and limited cash flow from operations and we are dependent for funds on our ability to sell our common shares, primarily on a private placement basis. There can be no assurance that we will be able to obtain financing on that basis in light of factors such as the market demand for our securities, the state of financial markets generally and other relevant factors. The method of financing employed by us to date results in increased dilution to the existing shareholders each time a private placement is conducted.
We anticipate that we may need to obtain additional bank financing or sell additional debt or equity securities in future public or private offerings. There can be no assurance that additional funding will be available to us for exploration and development of our projects or to fulfil our obligations under any applicable agreements. Although historically we have announced additional financings to proceed with the development of some of our previous properties, there can be no assurance that we will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of our projects with the possible loss of such properties.
Due to the losses incurred since inception, our stockholders' deficiencies and lack of revenues, there is substantial doubt about our ability to continue as a going concern.
There is substantial doubt about our ability to continue as a going concern due to the losses incurred since inception, our stockholders' deficiency, and lack of revenues.
There can be no assurance that, if required, any such financing will be available upon terms and conditions acceptable to us, if at all. Our inability to obtain additional financing in a sufficient amount when needed and upon terms and conditions acceptable to us could have a materially adverse effect upon our company. Although we believe that we have funds sufficient to meet our immediate needs, we require further funds to finance the
- 9 -
development of our company. There can be no assurance that such funds will be available or available on terms satisfactory to us. If additional funds are raised by issuing equity securities, further dilution to existing or future shareholders is likely to result. If adequate funds are not available on acceptable terms when needed, we may be required to delay, scale back or eliminate the development of our company. Inadequate funding could also impair our ability to compete in the marketplace, which may result in the dissolution of our company.
We will require substantial funds to enable us to decide whether our properties contain commercial oil and gas deposits and whether they should be brought into production, and if we cannot raise the necessary funds we may never be able to realize the potential of our properties.
Our decision as to whether our properties contain commercial oil and gas deposits and should be brought into production will require substantial funds and depend upon the results of exploration programs and feasibility studies and the recommendations of duly qualified engineers, geologists, or both. This decision will involve consideration and evaluation of several significant factors including but not limited to: (1) costs of bringing a property into production, including exploration and development work, preparation of production feasibility studies, and construction of production facilities; (2) availability and costs of financing; (3) ongoing costs of production; (4) market prices for the oil and gas to be produced; (5) environmental compliance regulations and restraints; and (6) political climate, governmental regulation and control. If we are unable to raise the funds necessary to properly evaluate our properties, then we may not be able to realize any potential of our properties.
We have obtained title reports, but our properties may be subject to prior unregistered agreements, native land claims or transfers which have not been recorded or detected through title searches, resulting in a possible claim against any future revenues generated by such properties.
We have obtained title reports with respect to our oil and gas properties and believe our interests are valid and enforceable; however, these reports do not guarantee title against all possible claims. The properties may be subject to prior unregistered agreements, native land claims or transfers which have not been recorded or detected through title research. Additionally, the land upon which we hold oil and gas leases may not have been surveyed; therefore, the precise area and location of such interests may be subject to challenge. If the interests in our properties is challenged, we may have to expend funds defending any such claims and may ultimately lose some or all of any revenues generated from the properties if we lose our interest in such properties.
Our accounts are subject to currency fluctuations which may materially affect our financial position and results.
We maintain our accounts in US and Canadian currencies and are therefore subject to currency fluctuations and such fluctuations may materially affect our financial position and results. We do not engage in currency hedging activities.
We may not be able to manage the significant strains that future growth may place on our administration infrastructure, systems and controls.
In the event our properties commence production, we could experience rapid growth in revenues, personnel, complexity of administration and in other areas. There can be no assurance that we will be able to manage the significant strains that future growth may place on our administrative infrastructure, systems, and controls. If we are unable to manage future growth effectively, our business, operating results and financial condition may be materially adversely affected.
The loss of Richard Coglon and Donald Sharpe would have an adverse impact on future development and could impair our ability to succeed.
We are dependent on our ability to hire and retain highly skilled and qualified personnel, including our President, Mr. Coglon, and Mr. Donald Sharpe, one of our directors. We face competition for qualified personnel from numerous industry sources, and there can be no assurance that we will be able to attract and retain qualified personnel on acceptable terms. We do not have key man insurance on any of our employees. The loss of service of any of our key personnel could have a material adverse effect on our operations or financial condition.
- 10 -
Our management currently engages in other oil and gas businesses and, as a result, conflicts could arise.
In addition to their interest in our company, our management currently engages, and intends to engage in the future, in the oil and gas business independently of our company. As a result, conflicts of interest between us and management of our company might arise.
Trading of our stock may be restricted by the SEC's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.
Our shares of common stock are subject to rules promulgated by the Securities and Exchange Commission relating to "penny stocks," which apply to companies whose shares are not traded on a national stock exchange or on the NASDAQ system, trade at less than $5.00 per share, or who do not meet certain other financial requirements specified by the Securities and Exchange Commission. These rules require brokers who sell "penny stocks" to persons other than established customers and "accredited investors" to complete certain documentation, make suitability inquiries of investors, and provide investors with certain information concerning the risks of trading in the such penny stocks. These rules may discourage or restrict the ability of brokers to sell our shares of common stock and may affect the secondary market for our shares of common stock. These rules could also hamper our ability to raise funds in the primary market for our shares of common stock.
Since our shares are thinly traded, and trading on the OTC Bulletin Board may be sporadic because it is not an exchange, stockholders may have difficulty reselling their shares.
Our shares of common stock are currently publicly traded on the OTC Bulletin Board service of the National Association of Securities Dealers, Inc. The trading price of our shares of common stock has been subject to wide fluctuations. Trading prices of our shares of common stock may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our shares of common stock will be matched or maintained. These broad market and industry factors may adversely affect the market price of our shares of common stock, regardless of our operating performance.
In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management's attention and resources.
If plans to phase-out the OTC Bulletin Board are implemented, we may not qualify for listing on the proposed Bulletin Board Exchange or any other marketplace, in which event investors may have difficulty buying and selling our securities
.
We understand that in 2003, subject to approval of the Securities and Exchange Commission, the NASDAQ Stock Market intends to phase-out the OTC Bulletin Board, and replace it with the "Bulletin Board Exchange" or "BBX". As proposed, the BBX will include an electronic trading system to allow order negotiation and automatic execution. The NASDAQ Stock Market has indicated its belief that the BBX will bring increased speed and reliability to trade execution, as well as improve the overall transparency of the marketplace. Specific criteria for listing on the BBX have not yet been finalized, and the BBX may provide for listing criteria which we do not meet. If the OTC Bulletin Board is phased-out and we do not meet the criteria established by the BBX, there may be no market on which our securities may be included. In that event, shareholders may have difficulty reselling any of the shares they own.
Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.
Our constating documents authorize the issuance of 100,000,000 shares of common stock, each with a par value of $0.001. In the event that we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue
- 11 -
any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in our control.
Risks Relating to the Industry
As our properties are in the exploration and development stage there can be no assurance that we will establish commercial discoveries on our properties.
Exploration for economic reserves of oil and gas is subject to a number of risk factors. While the rewards to an investor can be substantial if an economically viable discovery is made, few of the properties that are explored are ultimately developed into producing oil and/or gas wells. Our properties are in the exploration and development stage only and are without proven reserves of oil and gas. There can be no assurance that we will establish commercial discoveries on any of our properties.
The potential profitability of oil and gas ventures depends upon factors beyond the control of our company
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 which 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. The extent of these factors cannot be accurately predicted but 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 highly competitive and there is no assurance that we will be successful in acquiring the leases.
The oil and gas industry is intensely 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. There can be no assurance that the necessary funds can be raised or that any projected work will be completed. Our budget anticipates our acquisition of additional acreage in the Forest City basin. There is no assurance that this acreage will become available or if it is available for leasing, that we will be successful in acquiring the leases. There are other competitors that have operations in the Forest City basin and the presence of these competitors could adversely affect our ability to acquire additional leases.
The marketability of nature resources will be affected by numerous factors beyond our control which may result in us not receiving an adequate return on invested capital to be profitable or viable.
The marketability of natural resources which may be acquired or discovered by us will be affected by numerous factors beyond our control. These factors include market fluctuations in oil and gas pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of oil and gas and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.
- 12 -
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 our company.
Oil and gas operations are subject to federal, state, and local laws relating to the protection 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. No assurance can be given that environmental standards imposed by federal, provincial, or local authorities will not be changed or that any such changes would not 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 it may elect not to insure against due to prohibitive premium costs and other reasons.
Exploration and production activities are subject to certain environmental regulations which may prevent or delay the commencement or continuance of 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.
Our operating partners maintain insurance coverage customary to the industry; however, it is not fully insured against all environmental risks.
Risks Associated with Drilling
Exploratory drilling involves many risks and 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 labour, and other risks are involved. We may become subject to liability for pollution or hazards against which it cannot adequately insure or which it may elect not to insure. Incurring any such liability may have a material adverse effect on our financial position and operations.
Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.
There is no assurance that the laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other jurisdiction, will not be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business.
The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect the Company. Any or all of these situations may have a negative impact on one or more of the Company's ability to operate and/or its profitably.
- 13 -
Use of Proceeds
We will not receive any of the proceeds from the sale of any of the 500,000 shares of common stock by the selling stockholders who may be issued shares directly or upon exercise of options issued under our Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan.
Selling Stoc
kholders
The following table identifies the selling stockholders and indicates (i) the nature of any material relationship that such selling stockholder has had with us for the past three years, (ii) the number of shares held by the selling stockholders, (iii) the amount to be offered for each of the selling stockholder's account, and (iv) the number of shares and percentage of outstanding shares of the common shares in our capital to be owned by each selling stockholder after the sale of the shares offered by them pursuant to this offering. The selling stockholders are not obligated to sell the shares offered in this reoffer prospectus and may choose not to sell any of the shares or only a part of the shares. SEC rules require that we assume that the selling stockholders sell all of the shares offered with this reoffer prospectus.
Under the Securities Exchange Act of 1934, any person engaged in a distribution of the shares offered by this reoffer prospectus may not simultaneously engage in market making activities with respect to our common shares during the applicable "cooling off" periods prior to the commencement of such distribution. In addition, and without limiting the foregoing, the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, which provisions may limit the timing of purchases and sales of the shares by the selling stockholders.
Selling Stockholder
Number of
Shares
Beneficially
Owned
(1)
Number of
Shares
Subject to
Options
(2)
Shares
Being
Registered
Percentage of Shares
Beneficially Owned
(3)
Before
Offering
After
Offering
Richard Coglon
(4)
350,000
500,000
500,000
1.79%
1.76%
(1)
Represents shares owned beneficially by Richard Coglon. This figure does not include any shares that may be acquired under the options being registered on this Registration Statement.
(2)
Includes shares of our common stock underlying options granted to Richard Coglon, whether or not exercisable as of, or within 60 days of, the date of this reoffer prospectus.
(3)
Based on 19,522,429 shares outstanding as of March 15, 2003.
(4)
Mr. Coglon is currently the President and a Director of our company and has held this position since September 17, 2002. Mr. Coglon was the President, Secretary, Treasurer and Director of Heartland Oil and Gas Inc. from August 11, 2000.
The information provided in the table above with respect to the selling stockholders has been obtained from each of the selling stockholders. Because the selling stockholders may sell all or some portion of the shares of common stock beneficially owned by them, only an estimate (assuming the selling stockholders sell all of the shares offered hereby) can be given as to the number of shares of common stock that will be beneficially owned by each selling stockholder after this offering. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time or from time to time since the date on which he provided the information regarding the shares of common stock beneficially owned by them, all or a portion of the shares of common stock beneficially owned by them in transactions exempt from the registration requirements of the Securities Act of 1933.
Plan of Distribution
The selling stockholders may, from time to time, sell all or a portion of the shares of common stock on any market upon which the common stock may be quoted (currently the OTC Bulletin Board), in privately negotiated transactions or otherwise. Such sales may be at fixed prices prevailing at the time of sale, at prices related to the market prices or at negotiated prices. The shares of common stock being offered by this reoffer prospectus may be sold by the selling stockholder by one or more of the following methods, without limitation:
- 14 -
(a)	block trades in which the broker or dealer so engaged will attempt to sell the shares of common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction;
(b)	purchases by broker or dealer as principal and resale by the broker or dealer for its account pursuant to this reoffer prospectus;
(c)	an exchange distribution in accordance with the rules of the applicable exchange;
(d)	ordinary brokerage transactions and transactions in which the broker solicits purchasers;
(e)	privately negotiated transactions;
(f)	market sales (both long and short to the extent permitted under the federal securities laws);
(g)	at the market to or through market makers or into an existing market for the shares;
(h)	through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); and
(i)	a combination of any aforementioned methods of sale.
In effecting sales, brokers and dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from a selling stockholder or, if any of the broker-dealers act as an agent for the purchaser of such shares, from the purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with a selling stockholder to sell a specified number of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfil the broker-dealer commitment to the selling stockholders if such broker-dealer is unable to sell the shares on behalf of the selling stockholder. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such resales, the broker-dealer may pay to or receive from the purchasers from the shares commissions as described above.
The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the sale of the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
From time to time, the selling stockholders may pledge its shares of common stock pursuant to the margin provisions of its customer agreements with its brokers. Upon a default by a selling stockholder, the broker may offer and sell the pledged shares of common stock from time to time. Upon a sale of the shares of common stock, the selling stockholder intends to comply with the prospectus delivery requirements under the Securities Act by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act which may be required in the event the selling stockholder defaults under any customer agreement with brokers.
To the extent required under the Securities Act, a post-effective amendment to this registration statement will be filed, disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commission paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this reoffer prospectus and other facts material to the transaction.
- 15 -
We and the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as the selling stockholders are a distribution participant and we, under certain circumstances, may be a distribution participant, under Regulation M. All of the foregoing may affect the marketability of the common stock.
All expenses of the registration statement including, but not limited to, legal accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling stockholder, the purchasers participating in such transaction, or both.
Any shares of common stock covered by this reoffer prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this reoffer prospectus.
Experts
Our financial statements as at December 31, 2001 and 2000 and the period from inception (July 9, 1998) through December 31, 2001 filed with this prospectus and registration statement have been audited by Spicer, Jeffries & Co., independent accountants, as set forth in their report accompanying the financial statement and are included herein in reliance upon the report, and upon the authority of the firm as experts in accounting and auditing. The audit report covering the December 31, 2001 financial statements includes additional comments for United States readers that states that conditions and events exist that cast substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.
Legal Matters
The validity of the common shares offered by this reoffer prospectus will be passed upon for us and the selling stockholders by O'Neill & Company, Vancouver, British Columbia, Canada.
Material Changes
There have been no material changes to the affairs of our company since December 31, 2001 which have not previously been described in a report on Form 10-QSB or Form 8-K.
Incorporation of Documents by Reference
See Part II, Item 3 on page 16 herein for a list of documents filed by our company with the United States Securities and Exchange Commission (the "SEC") which are incorporated herein by reference.
Available Information
You should only rely on the information incorporated by reference or provided in this reoffer prospectus or any supplement. We have not authorized anyone else to provide you with different information. The common stock is not being offered in any state where the offer is not permitted. You should not assume that the information in this reoffer prospectus or any supplement is accurate as of any date other than the date on the front of this reoffer prospectus.
We file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission as is required by the Securities Exchange Act of 1934. You may read and copy any reports, statements or other information we have filed at the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available on the Internet at the SEC's website at http:\\www.sec.gov.
- 16 -
Disclosure of Commission Position on Indemnification For Securities Act Liabilities
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling our business pursuant to the provision in the section entitled "Indemnification of Directors and Officers" (see below), we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The SEC allows us to "incorporate by reference" information into this registration statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this registration statement, except for any information superseded by information in this registration statement.
The following documents filed by our company with the United States Securities and Exchange Commission are incorporated herein by reference:
1.	The description of our company's common stock contained in our Registration Statement on Form SB-2 (SEC file number 333-93383), filed with the Securities and Exchange Commission on December 22, 1999, including all amendments and reports for the purpose of updating such description;
2.	Our Annual Report on Form 10-KSB, filed on March 26, 2002;
3.	Our Current Report on Form 8-K, filed on April 10, 2002;
4.	Our Quarterly Report on Form 10-QSB, filed on May 2, 2002;
5.	Our Quarterly Report on Form 10-QSB, filed on August 13, 2002;
6.	Our Preliminary 14C, filed on September 24, 2002;
7.	Our Form 8-K, filed on October 2, 2002;
8.	Our Definitive 14C, filed on October 10, 2002;
9.	Our Quarterly Report on Form 10-QSB, filed on November 14, 2002;
10.	Our Current Form 8-K, filed on November 14, 2002;
11.	Our Current Form 8-K, filed on November 15, 2002;
12.	Our Quarterly Report filed on Form 10-QSB/A on November 18, 2002; and
13.	Our Current Form 8-K, filed on February 27, 2003.
In addition to the foregoing, all documents that we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment indicating that all of the securities offered pursuant to this reoffer prospectus have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the
- 17 -
extent that a statement contained in this reoffer prospectus or in any subsequently filed document that is also incorporated by reference in this reoffer prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
We will provide without charge to each person to whom a copy of this reoffer prospectus is delivered, upon oral or written request, a copy of any or all documents incorporated by reference into this reoffer prospectus (excluding exhibits, unless the exhibits are specifically incorporated by reference into the information the reoffer prospectus incorporates). Requests should be directed to the President, Heartland Oil and Gas Corp. Suite 1500, 885 West Georgia Street, Vancouver, British Columbia, Canada V6C 3E8. Our telephone number is 604.693.0177.
You may read and copy any reports, statements or other information we have filed at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available on the Internet at the SEC's website at http:\\www.sec.gov.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 78.7502 of Nevada Revised Statutes provides as follows with respect to indemnification of directors and officers:
NRS 78.7502 Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for
- 18 -
amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.
When indemnification is discretionary, Section 78.751 of Nevada Revised Statutes provides as follows with respect to the authorization required to carry out the indemnification:
NRS 78.751 Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses.
Any discretionary indemnification under
NRS 78.7502
unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
3. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to
NRS 78.7502
or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.
Article VII of our Bylaws provide that we must indemnify any director, officer, employee or agent of our company who becomes a party to an action against expenses including attorney fees, judgments, fines and amounts paid in
- 19 -
settlement if that person acted in good faith and reasoned his conduct or action to be in the best interest of our company.
Item 7.	Exemption from Registration Claimed.
Not Applicable.
Item 8.	Exhibits.
4.1 Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan, dated effective September 1, 2002.
4.2 Form of Stock Option Agreement.
5 Opinion of O'Neill & Company.
23.1 Consent of O'Neill & Company (included in Exhibit 5).
23.2 Consent of Independent Auditor (Spicer, Jeffries & Co.)
24 Power of Attorney (included in signature page)
Item 9.	Undertakings.
(a)	We hereby undertake:
(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low and high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by our company pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered
- 20 -
therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)	We hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and persons controlling our company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by our company of expenses incurred or paid by a director, officer or controlling person of our company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, our company will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
- 21 -
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Province of British Columbia, on April 7, 2003.
HEARTLAND OIL AND GAS CORP.
By: /s/ Richard Coglon
Richard Coglon, President and Director
(Principal Executive Officer)
By: /s/ Robert Knight
Robert Knight, Secretary/Treasurer and Director
(Principal Financial and Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Richard Coglon his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
By: /s/ Richard Coglon
Richard Coglon, President and Director
By: /s/ Robert Knight
Robert Knight, Secretary/Treasurer and Director
By: /s/ Donald Sharpe
Donald Sharpe, Director
By: /s/ Randy Buchamer
Randy Buchamer, Director
By: /s/ Michael Bodino
Michael Bodino, Director