United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

Quarterly Report under Section 13 or 15(D) of the Securities Exchange Act of 1934

For the quarter ended JuneSeptember 30, 2006

Commission file number 000-32669

Heartland Oil and Gas Corp.

1625 Broadway, Suite 1480

Denver, Colorado 80202

Telephone: (303) 405-8450

The registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

The registrant is a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

The registrant is not a shell company (as defined in Rule 12b-2 of the Exchange Act).

Heartland has 46,737,013 shares of common stock outstanding as of August 14,October 30, 2006

Heartland Oil and Gas Corp.

Balance Sheet

See accompanying notes.

2

Heartland Oil and Gas Corp.

Operations Statement

(Unaudited)(unaudited)

TheSee accompanying notes are an integral part of these statementsnotes.

3

Heartland Oil and Gas Corp.

Cash Flow Statement

(Unaudited)(unaudited)

TheSee accompanying notes are an integral part of these statementsnotes.

4

Heartland Oil and Gas Corp.

Financial Statement Notes

Note 1 - Organization, Operations and Significant Accounting Policies

Organization

Heartland Oil and Gas Corp. was incorporated in Nevada on August 11, 2000.July 9, 1998. Our principal business is exploration and development of oil and gas property in the United States. Through December 31, 2005, we were in the exploration stage and had not generated significant revenue from operations. We first sold natural gas in February 20062006; therefore we are no longer an exploration stage company.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Heartland Oil and Gas Corp. and its wholly owned entities. We have eliminated all significant intercompany balances and transactions in consolidation.

The accompanying financial statements are unaudited and include, in our opinion, all adjustments, consisting of only normal recurring adjustments, necessary for fair presentation. The financial statements should be read in conjunction with our audited financial statements and the related notes included in our December 31, 2005, Form 10-K/A (Amendment No. 2). The accompanying financial statements are interim financial statements prepared in accordance with accounting principles generally accepted in the United States and are stated in U.S. dollars.

Stock-Based CompensationShare-Based Payment

Effective January 1, 2006, we account for stock-based compensationshare-based payment based on the fair value of the options at the grant date as provided by FASB Statement 123(R), Stock-Based Compensation.Share-Based Payment. We record compensation expense for all share-based awards granted, and for awards modified, repurchased or cancelled. We will recognize compensation expense for outstanding awards for which the requisite service had not been rendered as of January 1, 2006, over the remaining service period using the compensation cost calculated for pro forma disclosure purposes under FASB Statement 123, adjusted for expected forfeitures. We have adopted Statement 123(R) using a modified prospective application. Prior to January 1, 2006 we recognized employee compensation expense for our stock options plan using the intrinsic value method of accounting. Under the terms of the intrinsic value method, compensation expense was the excess, if any, of the quoted market price of the stock at the grant date, over the amount an employee must pay to acquire the stock. Under our Amended 2005 Stock Option Plan, we may grant up to a maximum of 4,000,000 shares of common stock to key employees and consultants. The options granted under the plan vest over four years except as stated otherwise in the individual grants, and are for a term not exceeding 10 years.

For the period ended JuneSeptember 30, 2006, we expensed the fair value of options granted to non-employees, employees, officers and directors. For the period ended JuneSeptember 30, 2005 we expensed the fair value of options granted to non-employees and disclosed the pro forma fair value of options granted to employees, officers and directors.

5

Had we measured compensation cost based on the fair value of the options at the grant date for the quarter ended JuneSeptember 30, 2005, consistent with the method prescribed by Statement 123, our net loss and loss per common share would have been increased to the pro forma amounts indicated below:

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions, are fully transferable, and are not subject to trading restrictions or blackout periods. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because our employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, it is our opinion that the existing models do not necessarily provide a reliable single measure of the fair value of our employee stock options.

Reclassifications

We have reclassified certain data in the financial statements of the prior periods to conform to the current period presentation.

Note 2 - Going Concern

We have incurred significant losses since inception and had no revenue from inception to December 31, 2005. At JuneSeptember 30, 2006, we have limited financial resources. Our continuation is dependent upon our ability to raise additional capital, to exploit our mineral holdings, and to generate sufficient revenue from our planned operations to enable us to attain and maintain profitable operations. We sold natural gas for the first time in February, 2006.

The issuance of additional equity securities by us could result in significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, if those loans would be available, would increase our liabilities and future cash commitments.

We cannot assure that we will be able to obtain further funds required for our continued operations, that additional financing will be available to us when needed or, if available, that we can obtain it on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we may be unable to conduct our operations as planned, and we may not be able to meet our other obligations as they become due. In such event, we would be forced to scale down or perhaps even cease our operations.

6

Note 3 – Asset Retirement ObligationsObligation

Note 4 - Related Party Transactions

We borrowed $500,000 on a non-interest bearing note on June 30, 2006, payable to SDS Capital Group SPC, Ltd., one of our two preferred stockholders. The note will maturematured and was repaid on August 31, 2006. We collateralized

Exchange of Preferred Stock for Convertible Notes

On September 29, 2006, we completed (i) a $300,000 (the “Bridge Amount”) bridge financing from SDS Capital Group, Ltd. and Baystar Capital II, L.P. (collectively, the “Payees”) and (ii) the repurchase of all outstanding Series B Preferred Stock with a principal amount of $6,000,000 (the “Series B Amount” and collectively with the Bridge Amount, the “Note Principal Amount”) from the Payees in consideration of the issuance of convertible senior secured promissory notes (the “Notes”). The Notes mature on the earlier of March 28, 2007 or the date of any subsequent financing in which we issue equity securities or other securities that could result in the issuance of equity securities (the “Maturity Date”), have no interest rate and reflect the full Note Principal Amount. The Notes are secured by all of our assets, asexcept that the Payees have agreed to release security forinterests in assets located in the note. SDSfollowing Kansas counties in the event of a sale of those assets: Atchison, Brown, Doniphan, Jackson, Jefferson, Leavenworth, Nemaha and Pottawatomie. We may convertprepay the principalNote Principal Amount in full and in cash at any time prior to the Maturity Date.

Except in the case of a Qualified Financing, the Notes are convertible into common stock @ $0.20on the Maturity Date. At the Maturity Date, the Payees have the option to convert the Note Principal Amount into common stock at a conversion price of $0.04 per share. However,In a Qualified Financing, the Payees will convert approximately 81% of the Note Principal Amount into the additional securities issued in the Qualified Financing on the same price and terms as the other investors in the Qualified Financing with the remaining balance of the Note Principle Amount being cancelled; provided, however, that if other partiesthe Payees do not invest $5,000,000 or morea total of at least $2,000,000 in Heartland by August 31, 2006, the noteQualified Financing, then the Payees will automaticallynot have the right to convert the Note Principal Amount into the Qualified Financing. In this event, the Bridge Amount will be converted into the securities acquired by other investors atissued in the Qualified Financing on the same price paid byand terms as the other investors in the Qualified Financing and the Series B Amount will automatically be converted into a new preferred stock having substantially similar terms as our Series B Preferred Stock, except that the conversionrights contained in Article XIII of our Certificate of Designation, Preferences and Rights relating to the Series B Preferred Stock (the “Certificate”) will not occurbe deleted. A Qualified Financing is defined in the Notes as our issuance of new securities in an amount of at least $15,000,000. We currently do not have authorized unissued common stock sufficient to cause SDScomplete a Qualifying Financing with a common stock offering, or to own more than 9.99%convert the Notes into common stock. Therefore we will likely require stockholder approval of a change in the authorization for and/or structure of our outstanding commonsecurities to allow for sufficient shares to be issued to meet the commitments in the Notes.

In addition, pursuant to the Notes, the Payees agreed to forbear collection of any liquidated damages or other amounts we owe under the Registration Rights Agreement dated October 1, 2004, if any, and to waive payment of any such amounts if we complete a Qualified Financing, regardless of whether the Payees participate in the Qualified Financing. Also, the Payees waived their right to declare a Redemption Event under the Certificate, if any, through September 29, 2006.

Because of the preferred stock, exchanged for the Notes, SDS Capital Group Ltd. and BayStar Capital II L.P. are related parties to us.

The Notes contain customary negative covenants, including a covenant that we are not to incur additional indebtedness, and the Notes contain customary events of default.

In issuing the Notes and underlying Common Stock to the Noteholders, we relied on the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.

7

Generally accepted accounting principles (GAAP), as described in Issue 96-19 of the Emerging Issues Task Force (EITF) of the FASB, characterize the above exchange of redeemable preferred stock for the convertible Notes as an extinguishment of the redeemable preferred stock. The Notes are to be recorded at fair value. The fair value of the Notes is to be used to record an extraordinary gain or loss on the extinguishment of the preferred stock. We cannot prepayengaged a qualified valuation firm, which determined that the note. If anyfair value of the note payable is not paid when due, a late charge will be paidNotes was $4,600,000 on September 29, 2006. This value resulted in an extraordinary gain of $1,299,958, which we recorded.

GAAP, as described in EITF Issue 00-27, paragraph 7, and EITF 98-5, paragraph 6, provides that if the conversion feature of the Notes is beneficial to the holder (has intrinsic value), which it is, the intrinsic value is recorded as a reduction of the carrying amount equalof the Notes and an addition to paid-in capital. The Notes are convertible into common stock at a rate of four cents per share. The common stock traded for nine cents per share on September 29, 2006, the closing date of the exchange. Therefore the conversion has an interest chargeintrinsic value of 12%five cents per annumshare. The Notes are convertible into 157,500,000 common shares. Therefore the conversion feature has an intrinsic value of $7,875,000, which is in excess of the total proceeds received in exchange for the date such amount was due untilNotes. Therefore the samefull fair value of the Notes is paid in full.

The note holder’s conversion right has value. We computed a $25,000 value for the right, using Black-Scholes, a two month life for the right, a June 30, 2006, risk-free interest rate of 4.905% (based on the 13 week U.S. Treasury Bill auction on June 26, 2006), and volatility of 100%. We recorded a note discount of $25,000 for the conversion right, creditingcredited to additional paid-in capital. Accordingly, our balance sheet reportsWe assigned an initial carrying value to the note at $475,000 at June 30, 2006.Notes of $1. We will impute $25,000 ofaccrete interest expenseon the Notes up to the notetheir $6,300,000 face value over the period July 1 through August 31, 2006.180 day life of the Notes.

Other

We entered into management consulting agreements dated October 1, 2004, as amended, with a director for the payment of management fees of $7,500CAD per month, and with our former President for the payment of $16,666 per month, respectively. The contract with our former President was terminated on December 31, 2005.2005 and the management consulting agreement was terminated on September 30, 2006. We entered into a consulting agreement for services on an hourly basis with our contract CFO. For the sixnine months ending JuneSeptember 30, 2006, he was paid $57,782$89,613 for services rendered.

Effective January 1, 2006, we approved the payment of director’s fees for non-employee directors at the rate of $200 per hour. During the sixnine months ended JuneSeptember 30, 2006 and JuneSeptember 30, 2005, we incurred $97,139$168,308 and $152,664,$221,112, respectively, in management and consulting fees to our directors and officers. We incurred $13,310$16,303 in director’s fees for the sixnine months ended JuneSeptember 30, 2006.

Note 5 – Investment in Heartland International Oil Corp.

One of our wholly-owned subsidiaries entered into a joint venture agreement with the Far East International Petroleum Company (“FEIPCO”) on April 20, 2005, to establish a joint venture to drill, case and complete oil wells in the area known to the parties as West Qurnah and North Rumailia fields, Republic of Iraq. As part of the joint venture agreement, we provided approximately $4.1 million to FEIPCO and our then current Chief Executive Officer provided approximately $585,000 from his personal holding company, Fort Scott Energy Co. to the joint venture for initial construction cost. In September 2005 we received a notice from FEIPCO terminating the joint venture agreement and claiming that $1,600,000 is owed as part of the joint venture. We have conducted a due diligence investigation of FEIPCO and the merits of these claims. We sent correspondence denying any liability to FEIPCO with respect to the claims asserted and will vigorously defend any arbitration or other legal action based upon such claims. In March 2006 we requested additional information from FEIPCO. We have received no response to the request and have received no communication from FEIPCO since October 2005. To our knowledge, FEIPCO has not commenced a legal action; accordingly, we have concluded that the likelihood of a further loss on this matter is remote. At September 30, 2005, we fully impaired the investment. At September 30, 2006, we closed out the impairment against the investment.

Note 6 – Earnings per Share

All of our outstanding options and warrants have exercise prices substantially above the market price of our common stock from January 1 through September 30, 2006. Therefore none of our options or warrants are included in the computation of diluted weighted average shares outstanding, so our basic and diluted weighted average shares outstanding are the same for the quarter and nine months ended September 30, 2006.

78

This discussion reports material changes from December 31, 2005, through JuneSeptember 30, 2006, as well as other information. We encourage the reader to also read Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2005 Amended Form 10-K.

Forward-Looking Statements

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or to our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks enumerated in the section entitled “Risk Factors” in this report and in our 2005 annual report on Form 10-K, that may cause our actual results or the actual results in our industry, of our levels of activity, performance or achievement to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

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

Changes in Business

Heartland Oil and Gas Corp. is an oil and gas company primarily engaged in exploration, development, and sale of Coal Bed Methane (“CBM”) in the Bourbon Arch of northeast Kansas. We incorporated in Nevada in 1998. Heartland Gas Gathering LLC, our wholly-owned affiliate, is responsible for gas sales and operation of our pipeline and associated facilities. Heartland Oil and Gas, Inc., our wholly-owned subsidiary, holds our interest in nearly 1 million acres and operates our project areas in easternnortheast Kansas.

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

Lancaster is currently producing approximately 330300 thousand cubic feet of gas per day (“mcfgpd”). Sales average approximately 250 mcfgpd net of fuel gas, shrinkage, and carbon dioxide extraction. After processing, the gas delivered to the sales line averages 10081006 million British thermal units per thousand cubic feet. The system and facilities are sized to support production growth from Lancaster, the adjacent batteries currently venting gas, and future development drilling between existing project areas. The adjacent batteries are currently venting approximately 150200 mcfgpd.

Natural Gas Sales Data:Data (Lancaster):

On June 30, 2006, we borrowed $500,000 for two months from one of our preferred stockholders. See “Liquidity and Capital Resources”, below.

We require additional capital to execute our growth strategies. We are in the process of seeking new capital, but we cannot assure that we will be able to obtain such funding. Should we be unable to obtain additional funding we may have to reduce or cease operations.

Liquidity and Capital Resources

On September 29, 2006, we borrowed $300,000 for 180 days from two preferred shareholders, and exchanged the preferred stock for convertible notes as described in financial statement Note 4. As explained in Note 4, we recorded the debt on the convertible notes at $1. However, over the 180 day life of the notes we will accrete interest on the notes, taking the recorded obligation on the notes from $1 initially to the $6,300,000 face value of the notes.

We require additional funds to implement our growth strategy in our gas exploration operations.operations and to continue operation. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. We may not be able to obtain such funds. If we are not able to do soraise these funds

9

within the next 90 days, we will have to significantly reduce the scope of our operations or cease operations entirely. This would result in substantial losses for our investors.

8

As of JuneSeptember 30, 2006 we had approximately $379,000 of working capital of $428,240.capital. Over the next twelve months we intend to use all available funds to producedevelop our Lancaster Prospect as shown below:

Estimated Expenditures During the Next Twelve Months

The activity described above requires additional capital. We may not be able to raise adequate capital. Should we not be able to do so within the next 90 days, we will have to significantly reduce the scope of our activities.

We borrowed $500,000 on a non-interest bearing note on June 30, 2006, payable to SDS Capital Group SPC, Ltd., one of our two preferred stockholders. The note will mature on August 31, 2006. We collateralized all of our assets as security for the note.

SDS may convert the principal into common stock @ $0.20 a share. However, if other parties invest $5,000,000operations or more in Heartland by August 31, 2006, the note will automatically convert into the securities acquired by other investors at the price paid by the other investors, except that the conversion will not occur in an amount to cause SDS to own more than 9.99% of our outstanding common stock. We cannot prepay the note. If any of the note payable is not paid when due, a late charge will be paid in an amount equal to an interest charge of 12% per annum from the date such amount was due until the same is paid in full.

The note holder’s conversion right has value. We computed a $25,000 value for the right, using Black-Scholes, a two month life for the right, a June 30, 2006, risk-free interest rate of 4.905% (based on the 13 week U.S. Treasury Bill auction on June 26, 2006), and volatility of 100%. We recorded a note discount of $25,000 for the conversion right, crediting additional paid-in capital. Accordingly, our balance sheet reports the note at $475,000 at June 30, 2006. We will impute $25,000 of interest expense to the note over the period July 1 through August 31, 2006.cease operations entirely.

Our total liabilities at JuneSeptember 30, 2006 were $886,552,$322,250, compared to $953,437 at December 31, 2005.

We have no significant off-balance sheet arrangements.arrangements other than the $6,300,000 convertible notes. (Note 4)

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

Results of Operations

We had no revenue, production tax, transportation expense or lease operating expense prior to February 2006. During the quarter ended JuneSeptember 30, 2006, we recorded revenue fromsold $101,411 of natural gas sales in the amountand earned $44,405 of $112,734 and from gas gathering fees in the amount of $31,012.fees. Production tax and transportation expense for the same period totalled $36,822.was $45,986. The total volume for the quarter ending June 30, 2006 was 18,29518,748 mcf at an average price of $6.16.$5.41. Lease operating expense for the same periodquarter was $138,697. $108,007.

We incurred $367,922 of general and administrative expense in the 2006 quarter and $512,475 in the 2005 quarter. The reduction was due to lower professional and consulting fees.

During the sixquarter and nine months ended JuneSeptember 30, 2006, we received revenue fromincurred an extraordinary non-cash gain of $1,299,958 on the exchange of the Series B redeemable convertible preferred stock for $6,300,000 face value of notes payable convertible into common stock. See financial statement Note 4.

During the nine months ended September 30, 2006, we sold $269,860 of natural gas sales in the amountand earned $113,325 of $168,450 and from gas gathering fees in the amount of $68,920.fees. Production taxes and transportation expense totalled $73,742.were $119,728. We sold approximately 28,73547,483 mcf of gas at an average price of $5.86.$5.68. We recordedincurred $306,881 of lease operating expense for our wells and gas gathering facilities infacilities.

In the amount of $198,873.

During the quarternine months ended June 30, 2005 and JuneSeptember 30, 2006 we recorded $620,107 and $439,812, respectivelyincurred $1,330,748 for general and administrative expense. The reduction in costs is the result of lower rental expense for the Kansas field office and

9

lower rental expenseexpense; in the Vancouver office. For the six months ended June 30, 2006 andsame 2005 period we recorded $962,828 and $1,239,455 respectively for general and administrative expense. Stock based compensation was reduced by 41% for the six month period ended June 30, 2006 compared to June 30, 2005.incurred $1,751,761. Office rent for the six months ended June 30, 2006 period was $60,800 and for the 2005 period was $44,798 and $117,813, respectively.$172,020. This reduction in expense was due to relocating the Kansas field office to a more economic location.location and lowering the rental expense in Vancouver. We incurred $49,524$79,041 in travel expense for the six months ended June 30, 2006 asperiod compared to $137,430$166,875 for the six months ended June 30, 2005. This2005 period. The higher 2005 expense incurred in 2005 was due tofor travel associated with the Arabian HeartlandFEIPCO joint venture.venture described below in Part II, Item 1.

10

For the quartersnine months ended JuneSeptember 30, 20052006 and June 30, 2006,2005, we recorded depreciation, depletion and depletionaccretion expense of $53,652$314,682 and $115,157,$110,174, respectively. This increase in expense iswas primarily due to the $60,000 of depletion recorded in the second 2006 quarter. Depreciation, depletion and accretion for the six months ended June 30, 2005 and 2006 was $201,780 and $119,309, respectively. This increase is mainly due to $100,000$160,000 of depletion recorded for the first six months of 2006 resulting from commencement of natural gas sales.period. There was no depletion recorded at June 30,in the 2005 period because we sold no natural gas prior to February 2006.

Impairment Expense:Expense

For the quarter ended JuneSeptember 30, 2006, we recorded impairmentincurred $12,259 exploration expense of $8,906 for leases expiring in the southern Bourbon Arch area andarea; for the same 2005 quarter ended June 30,we incurred $19,028 for leases expiring in the same area. During the 2005 quarter we recorded impairment expense of $467,688$17,505,249 for expiringoil and gas leases and wells that were abandoned in the Forest City Basin.Basin and an impairment of $3,881,000 for southern oil and gas leases and wells in the Bourbon Arch area. In the 2005 quarter we incurred a $4,105,500 impairment for the FEIPCO joint venture described below in Part II, Item 1.

For the sixnine months ended June 30, 2006, and JuneSeptember 30, 2005, we recordedincurred impairment expense of $124,365 and $10,277,215, respectively.$31,644,786. The JuneSeptember 30, 2006 expense resulted from leases expiring in our southern acreage. The June 20, 2005 impairment occurred primarily from the Engleke/Soldier Creek pilots and the BTA pilot projects located on our northern acreage. We had implemented a completion program in thesethe Engleke/Soldier Creek and BTA pilot projects and theprojects. These completions did not resultresulted in anyno sustainable or commercial production from the wells tested. AccordinglyTherefore, in June 2005 we shut in these wells in June 2005 and plugged and abandoned them during the first 2006 quarter.quarter of 2006.

Capital Expenditures

WeSubject to obtaining financing, we plan to spend approximately $15 million in capital expenditures in the year ended June 30, 2007.next twelve months. These expenditures will be directed toward developing existing proved and probable reserves on the Bourbon Arch, constructing additional pipelines, and evaluating new project areas. In the next 12 months, we plan to invest approximately $15 million, or 100% of the budget, in our Bourbon Arch assets. Approximately 90% of the capital budget is focused on attempting to convert probable and possible reserves into proved reserves.

We project that our capital program for the year ended June 30, 2007,next twelve months will allow us to create value by drilling 100 net wells and installing 14.5 miles of transportation lines and associated facilities necessary to support the drilling program and to hook up currently stranded gas, compared to the 2005 program in which we drilled 11 wells and installed 5.5 miles of pipeline and associated gas processing facilities. If successful, we believe we can achieve a 2006 exitgross production rate of 3 to 4 gross MMcfgpd per daymmcfgpd from the Bourbon Arch project. We have currently secured the necessary pipeline rightrights of waysway to achieve this program. We expect production to be 100% natural gas and anticipate funding our capital program from outside financing sources and internally generated cash flow. Successes may also encourage the initiation of additional discretionary projects.

We are trying to obtain adequate financing so we can develop our Bourbon Arch project into a nucleus for future growth. We cannot assure that we will be able to obtain such financing. Without it, we will have to significantly reduce the scope of our operations or cease operations.

We conduct no hedging activity. We have no derivative contracts.

As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures as of the end of the period covered by this quarterly

10

report, being JuneSeptember 30, 2006. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s chief executive officer and chief financial officer. Based upon that evaluation, our company’s chief executive officer and chief financial officer concluded that our company’s disclosure controls and procedures are effective as of the end of the period covered by this report.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is accumulated and communicated to management, including our company’s president and chief executive officer as appropriate, to allow timely decisions regarding required disclosure.

11

Any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

There have been no changes in internal control over financial reporting that occurred during the quarter that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

Part II - Other Information

One of our wholly-owned subsidiaries entered into a joint venture agreement with the Far East International Petroleum Company (“FEIPCO”) on April 20, 2005, to establish a joint venture to drill, case and complete oil wells in the area known to the parties as West Qurnah and North Rumailia fields, Republic of Iraq. As part of the joint venture agreement, we provided approximately $4.1 million to FEIPCO and our then current Chief Executive Officer provided approximately $585,000 from his personal holding company, Fort Scott Energy Co. to the joint venture for initial construction cost. In September 2005 we received a notice from FEIPCO terminating the joint venture agreement and claiming that $1,600,000 is owed as part of the joint venture. We have conducted a due diligence investigation of FEIPCO and the merits of these claims. We sent correspondence denying any liability to FEIPCO with respect to the claims asserted and will vigorously defend any arbitration or other legal action based upon such claims. In March 2006 we requested additional information from FEIPCO. We have received no response to the request and have received no communication from FEIPCO since October 2005. To our knowledge, FEIPCO has not commenced a legal action; accordingly, we have concluded that the likelihood of a further loss on this matter is remote.

We are not involved as a plaintiff in any other material proceedings or pending litigation. We know of no material, active or pending legal proceedings against us. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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 Amended Form 10-K Annual Report for the year ended December 31, 2005. 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.

11

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.

Risks Related To Our Business

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

12

To date we have had negative cash flow from operations and we have been dependent on sales of our equity securities and debt financing to meet our cash requirements and have incurred net losses totalling $44,959,966 from inception to December 31, 2005. We have cumulative net losses of $46,271,903$45,468,034 from inception to JuneSeptember 30, 2006. As of JuneSeptember 30, 2006 we hadhave $379,000 of working capital of $428,239.capital. Additional capital will be required to maintain ongoing operations.

To continue our operations, we need additional financing. We will depend almost exclusively onalso need new capital to pay for the continued exploration and development of our properties. Such outside capital may include the sale of additional stock and/or commercial borrowing. Capital may not continue to be available if necessary to meet these continuing development costs or, if the capital is available, it may not be on terms acceptable to us. The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we maywill be unable to continue our business and as a result may be required to scale back or cease operations for our business, the result of which would be that our stockholders would lose some or all of their investment.

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

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

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

Our Certificate of Incorporation authorizes the issuance of 100,000,000 shares of common stock and 5,000,000 shares of preferred stock. Our board of directors have the authority to issue additional shares up to the authorized capital stated in the certificate of incorporation. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our common stock. IfGiven our current stock price and our capital requirements, if we do issue any such additional shares, such issuance also will cause a reduction in the proportionate ownership and voting power of all other stockholders.

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

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

12

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

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

13

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

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

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

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

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

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

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

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. These factors cannot be accurately predicted and the combination of these factors may result in our company not receiving an adequate return on invested capital.

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

The oil and gas industry is 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. We cannot predict if the necessary funds can be raised or

13

that any projected work will be completed. Our budget anticipates our acquisition of additional acreage in the Forest City basin. This acreage may not become available or if it is available for leasing, that we may not be successful in acquiring the leases. There are other competitors that have operations in the Forest City basin and the presence of these competitors could adversely affect our ability to acquire additional leases.

14

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

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

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

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

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

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

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

Oil and gas operations are subject to federal, state, and local laws relating to the 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. Environmental standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages which we may elect not to insure against due to prohibitive premium costs and other reasons. To date we have not been required to spend any material amount on compliance with environmental regulations. However, we may be required to do so in future and this may affect our ability to expand or maintain our operations.

14

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

In general, our exploration and production activities are subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Compliance with these laws and regulations has

15

not had a material effect on our operations or financial condition to date. Specifically, we are subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. In addition, legislation has been enacted which requires well and facility sites to be abandoned and reclaimed to the satisfaction of state authorities. However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.

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

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

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

Two of our directors and our former CEO reside outside the United States. As a result it may be difficult for investors to enforce within the United States any judgments obtained against those directors or the officer

Two of our directors and our former CEO are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult for investors to effect service of process on those directors or officer, or enforce within the United States or Canada any judgments obtained against those directors or officer, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under U.S. federal securities laws against them. In addition, investors may not be able to commence an action in a Canadian court predicated upon the civil liability provisions of the securities laws of the United States.

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

1516

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

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

In JuneOn September 29, 2006, we issuedcompleted (i) a bridge financing totaling $300,000 (the “Bridge Amount”) from SDS Capital Group, Ltd. and Baystar Capital II, L.P. (collectively, the “Payees”) and (ii) the repurchase of all outstanding Series B Preferred Stock with a principal amount of $6,000,000 (the “Series B Amount” and collectively with the Bridge Amount, the “Note Principal Amount”) from the Payees in consideration for convertible senior secured promissory note to ournotes (the “Notes”). The Notes mature on the earlier of March 28, 2007 or the date of any subsequent financing in which we issue equity securities or other securities that could result in the issuance of equity securities (the “Maturity Date”), have no interest rate and reflect the full Note Principal Amount. The Notes are secured by all of our preferred stockholders, an accredited investor, for $500,000. The holderassets, except that the Payees have agreed to release security interests in assets located in the following Kansas counties in the event of a sale of those assets: Atchison, Brown, Doniphan, Jackson, Jefferson, Leavenworth, Nemaha and Pottawatomie. We may convertprepay the principalNote Principal Amount in full and in cash at any time prior to the Maturity Date.

Except in the case of a Qualified Financing, the Notes are convertible into common stock @ $0.20on the Maturity Date. At the Maturity Date, the Payees have the option to convert the Note Principal Amount into common stock at a conversion price of $0.04 per share. However,In a Qualified Financing, the Payees will convert approximately 81% of the Note Principal Amount into the additional securities issued in the Qualified Financing on the same price and terms as the other investors in the Qualified Financing with the remaining balance of the Note Principle Amount being cancelled; provided, however, that if other partiesthe Payees do not invest $5,000,000 or morea total of at least $2,000,000 in Heartland by August 31, 2006, the noteQualified Financing, then the Payees will automaticallynot have the right to convert the Note Principal Amount into the Qualified Financing. In this event, the Bridge Amount will be converted into the securities acquired by other investors atissued in the Qualified Financing on the same price paid byand terms as the other investors in the Qualified Financing and the Series B Amount will automatically be converted into a new preferred stock having substantially similar terms as the Series B Preferred Stock, except that the conversion will not occurrights contained in an amount to cause the holder to own more than 9.99%Article XIII of our outstandingCertificate of Designation, Preferences and Rights relating to the Series B Preferred Stock (the “Certificate”) will be deleted. A Qualified Financing is defined in the Notes as the issuance of new securities totaling at least $15,000,000. We currently do not have authorized unissued common stock sufficient to complete a Qualified Financing with a common stock offering, or to convert the Notes into common stock. WeTherefore we will likely require stockholder approval of a change in the authorization for and/or structure of our securities to allow for sufficient shares to be issued to meet the commitments in the Notes.

In addition, pursuant to the Notes, the Payees agreed to forbear collection of any liquidated damages or other amounts we owe under the Registration Rights Agreement dated October 1, 2004, if any, and to waive payment of any such amounts if we complete a Qualified Financing, regardless of whether the Payees participate in the Qualified Financing. Also, the Payees waived their right to declare a Redemption Event under the Certificate, if any, through September 29, 2006.

SDS Capital Group Ltd. and BayStar Capital II L.P. are related parties to us.

The Notes contain customary negative covenants, including a covenant not to incur additional indebtedness, and the Notes contain customary events of default.

In issuing the Notes and underlying Common Stock to the Noteholders, we relied on the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, in issuing the note.amended.

None.

17

None.

None

1618

Signatures

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

1719