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HEARTLAND OIL AND GAS CORP.
#1500 - 885 West Georgia#1925-200 Burrard Street
Vancouver, British Columbia
CANADA V6C 3E83L6

NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON DECEMBER 8, 2003Dear Stockholder:

TO THE HOLDERS OF COMMON SHARES OF
HEARTLAND OIL AND GAS CORP.

The specialOn behalf of the Board of Directors, I cordially invite you to the annual meeting of the shareholdersstockholders (the "Annual Meeting") of Heartland Oil and Gas Corp. (the "Company") that will be held on July 16, 2004 at #800-885 West Georgia St.,9:00a.m. (Vancouver time) at 1925-200 Burrard Street, Vancouver, British Columbia,Columbia. I hope that you will be able to attend in person. Following the formal business of the Annual Meeting, management will be available to respond to your questions.

At the Annual Meeting, stockholders will be asked to consider and vote upon the following matters:

After careful consideration and consultation with its legal and financial advisors, the Board of Directors has approved, and recommends that the stockholders vote "FOR" the directors nominated by the Board, and that the stockholders vote "FOR" the appointment of Staley Okada and Partners as independent auditors of the Company.

The record date for our special meeting is September 15, 2003. Only shareholdersBoard of record atDirectors has fixed the close of business on September 15, 2003 areJune 29, 2004 as the record date for determining the stockholders entitled to notice of, and to vote at, our special meeting, andthe Annual Meeting or any adjournment or postponement of the Annual Meeting.At the Annual Meeting, each holder of record of shares of Common Stock on the record date will be entitled at the meeting to one (1) vote on each matter properly brought before the Annual Meeting.

Details of the names and qualifications of the nominees for directors, the ratification of the selection of our special meeting.independent auditors and other important information are set forth in the accompanying Proxy Statement and should be considered carefully by stockholders.

Our boardA copy of directors hopesthe Company's Form 10-KSB for the year ended December 31, 2003 is also enclosed.

I hope that you will find it convenient to attend our special meeting in person, but whetherthe Annual Meeting. Whether or not you plan to attend the Annual Meeting and regardless of the number of shares of stock you own, please complete, sign, date and returnsign the enclosed Formproxy card and return it promptly in the accompanying envelope. You may, of Proxy immediately to ensure that your common shares are represented at our special meeting. Returningcourse, attend the Annual Meeting and vote in person, even if you have previously returned your proxy does not deprive you of the right to attend our special meeting and vote your common shares in person.card.

HEARTLAND OIL AND GAS CORP.
#1925-200 Burrard Street
Vancouver, British Columbia
CANADA V6C 3L6

SPECIALNOTICE OF ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS
JULY 16, 2004
9:00 A.M. VANCOUVER TIME

TO THE STOCKHOLDERS OF HEARTLAND OIL AND GAS CORP.
DECEMBER 8, 2003:

Heartland Oil and Gas Corp.
#1500 - 885 West Georgia Street
Vancouver, British Columbia V6C 3E8

The accompanying Form of ProxyNotice is solicited on behalf of the board of directors ofhereby given that Heartland Oil and Gas Corp., to be useda Nevada corporation (the "Company") will hold its Annual Meeting of Stockholders on July 16, 2004 at our special meeting to be held9:00 a.m. (Vancouver time) at #800-885 West Georgia1925-200 Burrard Street, Vancouver, British Columbia, on December 8, 2003, at 10:00 am local time. This proxy statement, accompanying Form of ProxyColumbia. The Annual Meeting is being held for the following purposes:

OurThe Board of Directors approved the alteration of our authorized share capital for the creation of the Preferred Shares in order to enhance our corporation's ability to attract future financing to develop and operate our business.

The proposed Articles of Amendment to our Articles of Incorporation are attached hereto as Appendix A. The Articles of Amendment will become effective when they are filed with the Nevada Secretary of State. We anticipate that such filing will occur immediately following the special meeting.

On August 22, 2003 we entered into an agreement in principal for the issuance and sale of 995,305 units at a purchase price of $3.20 per unit for total aggregate proceeds of $3,184,976. Each unit is to be comprised of one share of Series A Preferred convertible shares and one stock purchase warrant to purchase one-half of one share of common stock for the additional consideration of $3.84 per share for a period of three years. Each preferred share is to be convertible into one common share for no additional consideration. The closing of the preferred share offering is subject to the entering into of definitive agreements and the amendment of our authorized capital to create the class of preferred shares, which requires shareholder approval. The offering has not been completed as at the date of this prospectus. The preferred shares will not bear interest.

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In connection with the preferred share private placement, we have agreed to pay a placement fee of seven and one-half percent (7.5%) of the aggregate gross proceeds to C.K. Cooper and Company Inc. In addition, we have agreed to issue warrants to C.K. Cooper to acquire shares of common stock equal to five percent (5%) of the proceeds of the preferred share private placement at the exercise price of $3.84 per share.

Pursuant to the proposed terms of the preferred share private placement, we agreed to file a registration statement for the purpose of registering for resale the shares of our common stock that will be issued upon conversion of the preferred shares or upon exercise of the share purchase warrants that are to be issued in conjunction with the preferred shares.

WHO CAN VOTE

Only shareholders of record as offixed the close of business on September 15, 2003 areJune 29, 2004 as the record date for the determination of the stockholders entitled to notice of, and to vote at, our special meeting. Asthe Annual Meeting or any adjournment or postponement. Holders of September 15, 2003,the Company's Common Shares on the record date are entitled to participate in and vote at the Annual Meeting. At the Annual Meeting, each of the Common Shares represented at the meeting will be entitled to one vote on each matter properly brought before the Annual Meeting.

Your attention is directed to the accompanying proxy statement and exhibits which summarize each item. Stockholders who do not expect to attend the Annual Meeting in person and who are entitled to vote are requested to date, sign and return the enclosed proxy as promptly as possible in the enclosed envelope.

THE VOTE OF EACH STOCKHOLDER IS IMPORTANT. YOU CAN VOTE YOUR SHARES BY ATTENDING THE ANNUAL MEETING OR BY COMPLETING AND RETURNING THE PROXY CARD SENT TO YOU. PLEASE SUBMIT A PROXY AS SOON AS POSSIBLE SO THAT YOUR SHARES CAN BE VOTED AT THE ANNUAL MEETING IN ACCORDANCE WITH YOUR INSTRUCTIONS. FOR SPECIFIC INSTRUCTIONS ON VOTING, PLEASE REFER TO THE INSTRUCTIONS ON THE PROXY CARD OR THE INFORMATION FORWARDED BY YOUR BROKER, BANK OR OTHER HOLDER OF RECORD. EVEN IF YOU HAVE VOTED YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE IN PERSON AT THE MEETING, YOU MUST OBTAIN FROM SUCH BROKER, BANK OR OTHER NOMINEE, A PROXY ISSUED IN YOUR NAME.

HEARTLAND OIL AND GAS CORP.
#1925-200 Burrard Street
Vancouver, British Columbia
CANADA V6C 3L6

PROXY STATEMENT

INFORMATION CONCERNING VOTING AND SOLICITATION

General

The enclosed proxy is solicited on behalf of the Board of Directors (the "Board") of Heartland Oil and Gas Corp., a Nevada corporation (the "Company"), for use at the Annual Meeting of Stockholders (the "Annual Meeting") to be held on July 16, 2004 at 9:00 a.m. (Vancouver time) or at any continuation, postponement or adjournment thereof, for the purposes discussed in this proxy statement and in the accompanying Notice of Annual Meeting and any business properly brought before the Annual Meeting. Proxies are solicited to give all stockholders of record an opportunity to vote on matters properly presented at the Annual Meeting. The Company intends to mail this proxy statement and accompanying proxy card on or about July 2, 2004 to all stockholders entitled to vote at the Annual Meeting. The Annual Meeting will be held at 1925-200 Burrard Street, Vancouver, British Columbia.

Who Can Vote

You are entitled to vote if you were a holder of record of shares of the Company's common stock (the "Common Stock") as of the close of business on June 29, 2004 (the "Record Date"). Your shares can be voted at the Annual Meeting only if you are present in person or represented by a valid proxy.

Shares Outstanding and Quorum

Holders of record of Common Stock at the close of business on June 29, 2004, the Record Date, will be entitled to receive notice of and vote at the Annual Meeting. At the Annual Meeting, each of the shares of Common Stock represented at the meeting will be entitled to one (1) vote on each matter properly brought before the Annual Meeting. On the Record Date, there were 24,268,321 common24,421,320 shares inof Common Stock issued and outstanding.

In order to carry on the capitalbusiness of our companythe Annual Meeting, the Company must have a quorum. Under the Company's bylaws, stockholders representing at least one-third of the Company's issued and outstanding ownedshares of stock entitled to vote present in person or by approximately 114 shareholdersproxy and entitled to vote constitute a quorum.

Proxy Card and Revocation of record. We haveProxy

In voting, please specify your choices by marking the appropriate spaces on the enclosed proxy card, signing and dating the proxy card and returning it in the accompanying envelope. If no directions are given and the signed proxy is returned, the proxy holders will vote the shares in favor of Proposal 1 and 2 and at their discretion on any other matters that may properly come before the Annual Meeting. The Board knows of no other voting securities outstanding. Each shareholderbusiness that will be presented for consideration at the Annual Meeting. In addition, since no stockholder proposals or nominations were received on a timely basis, no such matters may be brought at the Annual Meeting.

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Any stockholder giving a proxy has the power to revoke the proxy at any time before the proxy is voted. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing executed by the stockholder or by his attorney authorized in writing, or, if the stockholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized, and deposited at the executive office of the Company located at Suite 1925-200 Burrard Street, Vancouver, British Columbia, Canada V6C 3L6, at any time up to and including the last business day preceding the day of the Annual Meeting, or any adjournment thereof, or with the chairman of the Annual Meeting on the day of the Annual Meeting. Attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy.

Voting of Shares

Stockholders of record on September 15, 2003 (the "Record Date") isJune 29, 2004 are entitled to one vote for each common share held.

HOW YOU CAN VOTE

of Common shares cannotStock held on all matters to be voted upon at our special meeting unless the holder of record is presentmeeting. You may vote in person or by proxy. A shareholder may appoint a person to represent him/her at our special meeting by completing and mailing the enclosed Form of Proxy, which authorizes a person other than the holder of recordproxy card. All shares entitled to vote on behalf ofand represented by properly executed proxies received before the shareholder,polls are closed at the Annual Meeting, and returning it to any one of: our transfer agent, Registrar and Transfer Company, 10 Commerce Drive, Cranford, New Jersey, 07016, facsimile: 908.497.2310, our office, #1500 - 885 West Georgia Street, Vancouver, BC V6C 3E8, facsimile: 604.638.3525not revoked or our attorneys, Clark, Wilson, 800 - 885 West Georgia Street, Vancouver, BC V6C 3H1, facsimile: 604.687.6314. All shareholders are urged to complete, sign, date and promptly return the proxy by mail in the enclosed postage-paid envelope, or by fax, after reviewing the information contained in this proxy statement. Valid proxiessuperseded, will be voted at our special meeting and at any postponements or adjournments thereof a s you direct in the proxy, provided that they are received by our transfer agent at least 24 hours prior to the scheduled time of the meeting, or any adjournment thereof, or deposited with the Chair of the meeting on the day of the meeting or any adjournment thereof prior to the time of voting.

The common shares represented by the proxy will be voted as directed in the proxy, but if no direction is given and the proxy is validly executed, the proxy will be voted FOR the amendment to the Articles of Incorporation for the amendment of our authorized share capital to authorize the issuance of the Preferred Shares. If any other matters properly come before our special meeting, the persons authorized under the proxies will vote upon such other mattersAnnual Meeting in accordance with their best judgement.the instructions indicated on those proxies. YOUR VOTE IS IMPORTANT.

QUORUMCounting of Votes

A quorumAll votes will be tabulated by the inspector of shareholders is necessary to take action at our special meeting. A majority ofelection appointed for the outstanding shares present in person orAnnual Meeting, who will separately tabulate affirmative and negative votes and abstentions. Shares represented by proxyproxies that reflect abstentions as at September 15, 2003to a particular proposal will constitutebe counted as present and entitled to vote for purposes of determining a quorumquorum. An abstention is counted as a vote against that proposal. Shares represented by proxies that reflect a broker "non-vote" will be counted as present and entitled to vote for the transactionpurposes of business at our special meeting. However, ifdetermining a quorum isquorum. A broker "non-vote" will be treated as unvoted for purposes of determining approval of a proposal and will not present, a majority of the shares represented at our special meeting have the power to adjourn the meeting until a quorum is present. At any such adjourned meeting at which a quorum is presentbe counted as "for" or represented, any business may be transacted"against" that might have been transacted at the original meeting. Broker non-votes occurproposal. A broker "non-vote" occurs when a nominee holding common shares for a beneficial owner of those common shares hasdoes not received votingvote on a particular proposal because the nominee does not have discretionary authority or does not have instructions from the beneficial owner with respectowner.

Solicitation of Proxies

The Company will bear the entire cost of solicitation of proxies, including preparation, assembly and mailing of this proxy statement, the proxy and any additional information furnished to a particular matter and such nominee does not possess or choose to exercise discretionary authority with respect thereto. Broker non-votes and abstentionsstockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, depositories, fiduciaries and custodians holding shares of the Common Stock in their names that are beneficially owned by others to forward to these beneficial owners. The Company may reimburse persons representing beneficial owners for their costs of forwarding the solicitation material to the beneficial owners of the Common Stock. Original solicitation of proxies by mail may be supplemented by telephone, facsimile, electronic mail or personal solicitation by directors, officers or other regular employees of the Company. No additional compensation will be paid to directors, officers or other regular employees for such services.

Dissenting Stockholder Rights

Dissenting Stockholders have no appraisal rights under Nevada law or under the Company's Articles of Incorporation or Bylaws in connection with the matters to be voted on at the Annual Meeting.

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SUMMARY OF BUSINESS MATTERS TO BE VOTED ON

Proposal 1. Election of Directors.

The entire Board is elected annually by the stockholders at the Annual Meeting. The Board has selected five nominees based upon their ability and experience. Each of the nominees is currently serving as a director of the Company.

The Board recommends that you vote FOR each of the nominees.

Proposal 2. Appointment of Independent Accountants.

The Audit Committee has nominated Staley Okada and Partners, Certified Public Accountants, to serve as independent accountants for the Company until the next Annual Meeting in 2005. Previously, Spicer Jeffries LLP provided audit and other services during 2003 for fees totaling $29,113. This included the following fees:

The Audit Committee has reviewed with Staley Okada and Partners whether the non-audit services provided by them are compatible with maintaining their independence. Representatives of Staley Okada and Partners will be available by telephone at the Annual Meeting to respond to questions from stockholders.

The Board recommends that you vote FOR approval of Staley Okada and Partners as independent auditors for the Company.

Proposal 3. Approval of 2004 Stock Option Plan

The Board approved the plan in a resolution dated May 20, 2004. Awards of options under the 2004 Plan are at the discretion of the Board of Directors. As of the date of this filing, 780,000 options have been issued under the plan.

The Board recommends that you vote FOR approval of the 2004 Stock Option Plan.

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PROPOSAL 1

NOMINATION AND ELECTION OF DIRECTORS

Number of Directors

Our Bylaws provide for a board of directors of one director. Additional directors may be appointed by the board of directors. Each director's term is for a period of one year and directors may be re-elected for successive annual terms. Our company currently operates with a Board of five directors. The Board meets periodically to review significant developments affecting our company and to act on matters requiring Board approval.

During fiscal 2003, the Board had six formal meetings and all of the directors attended all of the meetings of the Board of Directors and committees on which they served.

Nominees for Election

Set forth below is biographical information for each person nominated.

RICHARD COGLON

Mr. Coglon has been the President and a director of our company since September 18, 2002. He has also been the President, Secretary-Treasurer and a director of our subsidiary, Heartland Oil and Gas Inc. since August 11, 2000. Mr. Coglon graduated from the University of Alberta in 1982 with a Bachelor of Commerce (Finance Major). In 1983 he then attended the University of Victoria and received his Bachelor of Laws degree in 1986. Mr. Coglon was called to the Bar in British Columbia, Canada in 1987 and began his specialty in the determinationareas of corporate finance and securities law. Mr. Coglon has acted for numerous private and public companies ranging from small corporate issuers to large multi-nationals and Provincial Utilities. In January 2003, Mr. Coglon ceased the active practice of Law to focus on the business of Heartland and his other business interests.

In 1995 Mr. Coglon co-founded Velvet Exploration Ltd., as a start-up oil exploration and production company. Velvet was eventually listed on the Toronto Stock Exchange and ultimately sold in August of 2001 in a "friendly takeover transaction" with El Paso Energy for approximately $450 Million.

Mr. Coglon is active as a businessman and as a partner in a number of resource and non-resource based ventures. Mr. Coglon also serves as a director and President of Bradner Ventures Ltd. a NASD (OTCBB) company.

ROBERT KNIGHT

Mr. Knight has served as the Secretary-Treasurer and a director of our company since July 1998. Mr. Knight served as President of our company from 1998 until September 2002. Mr. Knight has served as a director of Invisa Inc. since September 1998 and as the President and Secretary-Treasurer from September 1998 to January 2000. Mr. Knight serves as President, Secretary-Treasurer and director of Retinapharma International Inc., a position he has held since March 14, 2000. From September 1, 1998 to June 12, 1999 he served as President, Secretary-Treasurer and director of Silverwing Systems Corporation. From September 1, 1998 Mr. Knight served as President and director of Centaur BioResearch, Inc. From June 24, 1997 to February 1, 1999, he was the President and director of ANM Holdings Corporation. Additionally, Mr. Knight has served as a director of FlashPoint International, Inc. since October 2001. Mr. Knight has 20 years of experience in the public company arena and corporate

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finance. In all of these positions, Mr. Knight had the responsibility to manage all of the affairs of each of these companies; to ensure the operation of the business, interact with legal counsel and auditors, and the preparation of all documents to be filed with any regulatory bodies.

Mr. Knight completed a Masters in Business Administration, December 31, 1998 from Herriot-Watt University.

DONALD SHARPE

Mr. Sharpe has been a director of our company since September 18, 2002. Mr. Sharpe graduated from the University of British Columbia with a Bachelor of Science degree in Geophysics in 1981 and joined Suncor Inc. in August of that year. From 1981 to 1987 Mr. Sharpe trained and worked as an exploration geophysicist, gaining experience in all parts of the exploration and development cycle throughout the Western Canadian Sedimentary Basin.

In 1987, Mr. Sharpe moved into the then new field of gas marketing where he was responsible for the direct marketing of Suncor's gas to industrial, commercial and utility customers in the United States and Eastern Canada. In this position, Mr. Sharpe negotiated and completed gas contracts with some of North America's biggest industrial customers. The position required negotiating skills, an understanding of the North American pipeline infrastructure, and an appreciation for the dynamics of natural gas supply and demand. Mr. Sharpe continued his formal education and received a Certificate in Business Management from the University of Calgary in 1989.

In 1990, Mr. Sharpe returned to exploration at Suncor in the position of group leader for British Columbia exploration. In this position, Mr. Sharpe managed a team of professionals in land, geology and geophysics and was responsible for the planning, budgeting and execution of the team's exploration program. Mr. Sharpe continued his education and graduated from the Banff School of Advanced Management in 1991.

In 1994, Mr. Sharpe left Suncor and returned to Vancouver to found and run a number of common shares pres ent at our special meeting for quorum purposes but will not be countedpublic companies. He has gained wide experience in corporate governance, finance and the management of public companies. Operating under the umbrella of D. Sharpe Management Inc., Mr. Sharpe has consulted to, managed and served as votes cast on any matter presented at our special meeting.a director of a number of successful start-up oil and gas companies including Gemini Energy Inc., Velvet Exploration Inc., Netco Energy Inc., Patriot Petroleum Corp. and Nation Energy.

YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE ASKED TO MARK, DATE, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY WHETHER OR NOT YOU PLAN TO ATTEND OUR SPECIAL MEETING. IF YOU PLAN TO ATTEND OUR SPECIAL MEETING TO VOTE IN PERSON AND YOUR SHARES ARE REGISTERED WITH OUR TRANSFER AGENT (REGISTRAR AND TRANSFER COMPANY)Mr. Sharpe is a member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta and the Canadian Society of Exploration Geophysicists.

3RANDY G. BUCHAMER

IN THE NAME OF A BROKER OR BANK, YOU MUST SECURE A PROXY FROM THE BROKER OR BANK ASSIGNING VOTING RIGHTS TO YOU FOR YOUR COMMON SHARES.

REVOCATION OF PROXIES

You may revoke your proxy at any time prior toMr. Buchamer has been the start of our special meeting in three ways:

1. by delivering a written notice of revocation to Richard Coglon, the President &Chairman and Chief Executive Officer of ourVoice Mobility Inc., a unified communications company, since August 21, 2001. From February 1998 to March 1999, Mr. Buchamer served as the Managing Director of Operations for the Jim Pattison Group and was responsible for supporting the $4.5 billion operations of 55 companies owned by the Jim Pattison Group. From 1996 to 1998, he served as Vice President and Chief Operating Officer of Mohawk Oil Retail Small Business Unit and from 1989 to 1996 as Vice President Corporate Services and Chief Information Officer for Mohawk Oil Company. From 1987 to 1988, he was Retail Market Specialist for Digital Equipment of Canada Limited. Mr. Buchamer founded and served, from 1981 to 1988, as President of Vartech Systems Corporation and RB Computer Products, an IBM value added reseller and North American software publisher and distributor of retail, distribution and manufacturing software solutions. From 1979 to 1981,

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he was Sales Manager and, from 1978 to 1979, a Sales Representative for Micom Canada Ltd. He received his Executive MBA from Simon Fraser University's Executive Management Development Program in 1994 and attended the Business Administration program at #1500 - 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8;

2. by submittingthe University of Illinois. He also has completed courses at the IBM Canada Business Management School. He is a duly executed proxy bearing a later date; or

3. by attending our special meeting and expressing the desire to vote your common shares in person (attendance at our special meeting will not in and of itself revoke a proxy).

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

Except as disclosed elsewhere in this Proxy Statement, since January 1, 2003, being the commencement of our last completed financial year, nonemember of the following personsVancouver Board of Trade and the Sales and Marketing Executives Association of Vancouver.

MICHAEL BODINO

Mr. Bodino has any substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted upon:

1. any director or officer of our company;

2. any proposed nominee for election asbeen a director of our company;company since October 16, 2002. Mr. Bodino is currently a director of Energy Investment Banking for Hibernia Southcoast Capital, Inc. of New Orleans, Louisianna. In this capacity Mr. Bodino is responsible for developing and implementing corporate development strategies including mergers, acquisitions, and other financial advisory services; developing investment banking opportunities within the energy sector; and research. From 1993 to 1999 Mr. Bodino had served as a research analyst for San Jacinto Securities, Inc., of Dallas, Texas.

3. any associate or affiliateMr. Bodino holds an MBA in finance from Texas Christian University and a B.S., Bachelor of anyScience in Economics from Louisiana State University in Shreveport. Mr. Bodino is a member of the foregoing persons.William Conner Foundation, a member of the National Association of Petroleum Investment Analysts (NAPIA), a Board Member of the Louisiana Independent Oil and Gas Association (LIOGA), and a Member of the Independent Producers Association of America (IPAA).

Vote Required and Board of Directors' Recommendation

The shareholdingselection of our directors and officers are listed below in the section entitled "Voting Securities and Principal Holders Thereof". To our knowledge, no director has advised that he intends to oppose the increase in authorized capital as more particularly described herein.

PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT

Aswill be determined by a plurality of the Record Date, we had a total of 24,268,321 shares of common stock ($0.001 par value per common share) issued and outstanding.votes cast at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS
THAT YOU VOTE FOR EACH OF THE NOMINEES.

MANAGEMENT

The following table sets forth the names, positions and ages of our executive officers and directors. All our directors serve until the next annual meeting of shareholders or until their successors are elected and qualify. The board of directors elects officers and their terms of office are, except to the extent governed by employment contract, at the discretion of the board of directors.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than as disclosed below, there have been no transactions, or proposed transactions, which have materially affected or will materially affect us in which any director, executive officer or beneficial holder of more than 10% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.

Over the year ended December 31, 2003, our company incurred consulting and management fee expenses in the amount of$57,000. The consulting and management fee expenses were charged by Richard Coglon and Robert Knight, directors of our company. Pursuant to a consulting agreement with our company dated July 1, 2003, Richard Coglon receives $5,000(USD) per month for the services he provides to our company. Pursuant to an oral agreement with our company Mr. Knight receives $1,250 per month for the services he provides to our company. Pursuant to a consulting agreement with our company dated July 1, 2003, D. Sharpe Management Inc., a company wholly-owned by Donald Sharpe, a director of our company, receives $5,000(USD) per month for consulting services.

COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

Based solely on the Company's review of the copies of such forms received by the Company, or written representations from certain reporting persons that no Form 5s were required for those persons, the Company believes that, during the year ended December 31, 2003 all filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with.

COMMITTEES OF THE BOARD OF DIRECTORS

Standing committees of our Board include an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

AUDIT COMMITTEE

In the year ended December 31, 2003, there were two meetings held by the Audit Committee. The Audit Committee currently consists of Messrs. Knight, Buchamer and Bodino. Mr. Knight is the Chair of the Audit Committee and is a non-employee director of the Company. Messrs. Buchamer and Bodino are also non-employee directors of the Company. All of the members of the Audit Committee are independent as defined by Rule 4200(a)(14) of the NASD Rules. This committee is directed to review the scope, cost and results of the independent audit of the Company's books and records, the results of the annual audit with management and the adequacy of our accounting, financial, and operating controls; to

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recommend annually to the Board the selection of the independent auditors; to consider proposals made by the independent auditors for consulting work; and to report to the Board, when so requested, on any accounting or financial matters. The Board has adopted a charter for the Audit Committee.

AUDIT COMMITTEE REPORT

The Audit Committee has reviewed and discussed with management the Company's audited consolidated financial statements as of and for the Record Date, certain informationyear ended December 31, 2003.

The Audit Committee has also discussed with Staley Okada and Partners the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended, by the Auditing Standards Board of the American Institute of Certified Public Accountants.

The Audit Committee has received and reviewed the written disclosures and the letter from Staley Okada and Partners required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, as amended, and has discussed with Staley Okada and Partners their independence.

Based on the reviews and discussions referred to above, the Audit Committee has recommended to the Board of Directors that the audited financial statements referred to above be included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2003 filed with the Securities and Exchange Commission and the Company's proxy statement for its 2004 Annual Stockholders' Meeting.

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The Audit Committee of our Board of Directors currently consists of Messrs. Knight, Buchamer and Bodino. The material contained in this Audit Committee Report is not soliciting material, is not deemed filed with the SEC, and is not incorporated by reference in any filing of the Company under the Securities Act, or the Exchange Act, whether made before or after the date of this proxy statement and irrespective of any general incorporation language in such filing.

COMPENSATION COMMITTEE

In the year ended December 31, 2003, there were no meetings held by the Compensation Committee. The Compensation Committee was appointed on May 8, 2003 and consists of Robert Knight, Randy Buchamer and Michael Bodino, being a majority of "outside" directors of the Board. Mr. Knight is the chair of the Compensation Committee. Messrs. Buchamer and Bodino are "outside" directors as that term is defined under the Regulations to Section 162(m) of the Internal Revenue Code, as determined by the Board of Directors. In addition, Mr. Knight meets the definition of "independent director" within the rules and regulations of the Securities and Exchange Commission and the stock exchange or trading market upon which our company's shares are listed for trading, as determined by the Board of Directors. Each appointed member of the Compensation Committee will be subject to annual reconfirmation and may be removed by the Board of Directors at any time. The Compensation Committee advises the Board of Dir ectors with respect to the beneficial ownershipcompensation of senior company employees and determines certain compensation awards for executives.

The Board has adopted a charter for the Compensation Committee. The Compensation Committee has not yet met.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

In the year ended December 31, 2003, there were no meetings held by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee was appointed on May 8, 2003 and consists of Robert Knight, Randy Buchamer. Mr. Knight is the chair of the Compensation Committee and Mr. Knight is an "independent" director who meets the definition of "independence" under the rules and regulations of the Securities and Exchange Commission and the stock exchange or trading market upon which our common stockcompany's shares are listed for trading, as determined by the Board of Directors. Each member of the Nominating and Corporate Governance Committee shall be subject to annual reconfirmation and may be removed by the Board at any time. The Nominating and Corporate Governance Committee assists the Board of Directors in identifying, screening and recommending qualified candidates to serve as directors of the Company and in advising on oversight of the Board of Directors' governance p rocedures.

The Board has adopted a charter for the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee has not yet met.

VOTING SECURITIES AND OWNERSHIP OF VOTING SECURITIES BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

We have set forth in the following table certain information regarding the Company's Common Stock beneficially owned on June 29, 2004 (the record date) for (i) each stockholder known by usshareholder we know to be the beneficial owner of 5% or more than 5% of our common stock, as well as bythe Company's Common Stock, (ii) each of our currentthe Company's executive

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officers and directors, and (iii) all executive officers. Eachofficers and directors as a group. In general, a person is deemed to be a "beneficial owner" of a security if that person has soleor shares the power to vote or direct the voting and investmentof such security, or the power with respect to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days. As of June 29, 2004, we had 24,421,320 shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.Common Stock issued and outstanding.

*Less than 1%.

(1)Based on 24,268,32124,421,320 shares of common stock issued and outstanding as of September 15, 2003.June 29, 2004. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.

(2) Includes options to acquire an aggregate of 500,000470,000 shares of common stock, exercisable within sixty days.

(3) The shares/options held by Richard Coglon are the subject of a divorce whereby Mr. Coglon's ex-wife is claiming one-half ownership.

(3) Includes options to acquire an aggregate of 175,000232,500 shares of common stock, exercisable within sixty days.

(4) 50,000 of these shares of common stock are held by Knight Financial Ltd., a company wholly-owned by Robert Knight. Also includes options to acquire an aggregate of 75,00032,500 shares of common stock exercisable within sixty days.

(5) Includes options to acquire an aggregate of 50,000 shares of common stock exercisable within sixty days.

(6) Includes options to acquire an aggregate of 50,000 shares of common stock exercisable within sixty daysdays.

REGISTRAR** Less than 1%

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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No director or executive officer of the Company, no nominee for election as a director of the Company and no associate of any of the foregoing persons has any substantial interest, direct or indirect, in any matter to be acted upon at the Annual Meeting.

COMPENSATION OF EXECUTIVE OFFICERS

During the year ended December 31, 2003, the following two (2) individuals served as executive officers of our company at various times: Richard Coglon and Robert Knight. Richard Coglon and Robert Knight, being executive officers are considered to be named executive officers for the purposes of our executive compensation disclosure on this proxy statement.

The following table shows, for the three-year period ended December 31, 2003, the cash and other compensation we paid to our Chief Executive Officer and to each of our executive officers who had annual compensation in excess of $100,000.

(1)The value of perquisites and other personal benefits, securities and property for the Named Executive Officers that do not exceed the lesser of $50,000 or 10% of the total of the annual salary and bonus is not reported herein.

(2)Mr. Coglon has served as our President since September 18, 2002.

(3)Upon becoming our President, Mr. Coglon received $2,000 per month for providing management services to our company until June 2003. He is now under contract to receive $5,000 per month.

(4) Mr. Coglon received $1,000 per month for providing management services to our subsidiary, Heartland Oil and Gas Inc.

(5)Richard Coglon received 500,000 options at $0.35 pursuant to the Additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan.

(6)Mr. Knight has served as our Chief Executive Officer from July 9, 1998 to September 17, 2002 at which time he was appointed to the position of Chief Financial Officer.

(7) Mr. Knight received $1,250 per month for providing management services to our company.

(8)Mr. Knight received 50,000 options at $0.50 in December 2002 and 100,000 options: 50,000 options at $0.50 and 50,000 options at $2.00 in June 2003 pursuant to the 2001 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan and the 2003 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan as compensation for serving as our Chief Financial Officer.

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OPTION GRANTS IN THE LAST FISCAL YEAR

The following table sets forth for each of the Named Executive Officers certain information concerning stock options granted to them during fiscal 2003. We have never issued stock appreciation rights.

AGGREGATED OPTION/EXERCISES IN LAST FISCAL YEAR AND TRANSFER AGENT2003 FISCAL YEAR END OPTION/VALUES

The following table sets forth for each Named Executive Officer certain information concerning the number of shares subject to both exercisable and unexercisable stock options as of December 31, 2003.

(1) The values for "in-the-money" options are calculated by determining the difference between the fair market value of the securities underlying the options as of December 31, 2003 ($3.80 per share on NASD OTCBB) and the exercise price of the individual's options.

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EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS

On July 1, 2003, we entered into an consulting agreement with Richard Coglon pursuant to which Mr. Coglon will serve as the President of our company. We will pay to Mr. Coglon a monthly salary of $5,000 for services he provides to our company.

Our registrarcompany has no plans or arrangements in respect of remuneration received or that may be received by Named Executive Officers of our company in fiscal 2004 to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $100,000 per Named Executive Officer.

During the year ended December 31, 2003 we paid $42,000 to Richard Coglon for the services he provided to our company in his capacity as President and transfer agent is Registrara director of our company. We also paid $15,000 to Robert Knight for the services he provided to our company in his former capacity as the President and Transfer Company All completed Formshis current capacity as Chief Financial Officer, Secretary, Treasurer and a director of Proxy should be returnedour company.

REPRICING OF OPTIONS/SARS

We did not reprice any options awarded to any one of:executive officers during fiscal 2002.

LONG-TERM INCENTIVE PLANS-AWARDS IN LAST FISCAL YEAR

We have no long-term incentive plans.

COMPENSATION OF DIRECTORS

Our Directors do not receive salaries or fees for serving as directors, nor do they receive any compensation for attending meetings of the Board of Directors or serving on committees of the Board of Directors. We may, however, determine to compensate our transfer agent, Registrardirectors in the future. Directors are entitled to reimbursement of expenses incurred in attending meetings. In addition, our directors are entitled to participate in our stock option plan.

Donald Sharpe, a director of our company, earns consulting fees through D. Sharpe Management Inc., a company wholly-owned and Transfer Company, 10 Commerce Drive, Cranford, New Jersey, 07016, facsimile: 908.497.2310,controlled by him. We pay D. Sharpe Management Inc. $2,000 per month for consulting services, which was increased to $5,000 per month commencing July 1, 2003. As well, he retains a 1% non-convertible overriding royalty on production from leases acquired by our office, #1500 - 885 West Georgia Street, Vancouver, BC V6C 3E8, facsimile: 604.638.3525,company in Forest City Basin.

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

STOCK OPTION PLAN

During the year ended December 31, 2001 we established a 2001 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan (the "2001 Plan") pursuant to which 500,000 common shares were reserved for issuance to officers, directors, employees, consultants and advisors. During the year ended December 31, 2002 we established a 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan (the "2002 Plan") pursuant to which 600,000 shares were reserved for

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issuance to officers, directors, employees, consultants and advisors and an additional 2002 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan (the "Additional 2002 Plan") stock option plan pursuant to which 500,000 shares were reserved for issuance to officers, directors, employees, consultants and advisors. During the quarter ended June 30, 2004 we established a 2004 Officer, Director, Employee, Consultant and Advisor Stock Compensation Plan (the "2004 Plan") pursuant to which 2,000,000 common shares were reserved for issuance to officers, directors, employees, consultants and advisors. The 2001 Plan, the 2002 Plan, the Additional 2002 Plan and the 2004 Plan are collectively referred to as the "Stock Compensation Plans". The purpose of the Stock Compensation Plans is to secure for our attorneys, Clark, Wilson, 800 - 885 West Georgia Street, Vancouver, BC V6C 3H1, facsimile: 604.687.6314.company and its shareholders the benefits arising from capital stock ownership by employees or officers of, and consultants or advisors to, our company and its subsidiaries who have contributed to our company in the past and who are expected to contribute to our company's future growth and success.

5The 2001 Plan was effective on December 3, 2001 and is effective until the earlier of (i) December 31, 2012, or (ii) the date on which all shares available for issuance under the 2001 Plan shall have been issued, unless the 2001 Plan is sooner expressly terminated in accordance with the provisions of the 2001 Plan.

ExceptThe 2002 Plan was effective on December 3, 2001 and is effective until the earlier of (i) December 31, 2012, or (ii) the date on which all shares available for issuance under the above-noted matters,2002 Plan shall have been issued, unless the 2002 Plan is sooner expressly terminated in accordance with the provisions of the 2002 Plan.

The Additional 2002 Plan was effective on September 1, 2002 and is effective until the earlier of (i) December 31, 2012, or (ii) the date on which all shares available for issuance under the Additional 2002 Plan shall have been issued, unless the Additional 2002 Plan is sooner expressly terminated in accordance with the provisions of the Additional 2002 Plan.

The 2004 Plan was effective on April 28, 2004 and is effective until the earlier of (i) December 31, 2014, or (ii) the date on which all shares available for issuance under the 2004 Plan shall have been issued, unless the 2004 Plan is sooner expressly terminated in accordance with the provisions of the 2004 Plan.

The Stock Compensation Plans are administered by our board of directors, doesexcept that the board may, at its discretion, establish a committee to administer the Stock Compensation Plans. The board has the power to approve all stock and options granted under the Stock Compensation Plans and to determine the terms and conditions of each grant under the Stock Compensation Plans. Our board of directors will grant shares of our common stock pursuant to Stock Issuance Agreements, which will contain the price at which the stock may be purchased, the manner in which the purchase price may be paid, any vesting provisions and any other terms and conditions which may be imposed by the board on the grant of such shares.

The Stock Compensation Plans do not intendcontain any restrictions on an assignment of any stock or option granted pursuant to the Stock Compensation Plans, but the board may, as one of the terms and conditions of a grant of options, restrict the transferability of such options.

If an employment or contractual relationship with our company or its subsidiary is terminated for any reason, or if any officers, directors, employees, consultants or advisors of our company or its subsidiary resigns, the stock options that have vested at the effective date of termination or resignation of that person shall be deemed to have been earned by that officer, director, employee, consultant or advisor and no reduction or refund shall take place and no claim for any additional shares, compensation,

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severance or consideration of any kind may be made by that officer, director, employee, consultant or advisor.

Our board of directors may at any time, and from time to time, modify or amend the 2004 Plan in any respect, except that if at any time the approval of the shareholders of our company is required under any applicable law or rule, the board may not effect such modification or amendment without such approval.

EXECUTIVE EMPLOYMENT AGREEMENTS

On July 1, 2003, we entered into an consulting agreement with Richard Coglon pursuant to which Mr. Coglon will serve as the President of our company. We will pay to Mr. Coglon a monthly salary of $5,000 for services he provides to our company.

On July 1, 2003, we entered into an consulting agreement with D. Sharpe Management Inc., a company wholly-owned by Donald Sharpe, a director of our company, pursuant to which we will pay to D. Sharpe Management Inc. a monthly salary of $5,000 for consulting services.

PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

Staley Okada and Partners has audited the Company's financial statements since March 15, 2004. At the recommendation of the Audit Committee, the Board has selected Staley Okada and Partners as the Company's independent auditors for the year ending December 31, 2004, and has further directed that management submit the selection of independent auditors for ratification by the stockholders at the Annual Meeting.

Stockholder ratification of the selection of Staley Okada and Partners as the Company's independent auditors is not required by the Bylaws or otherwise. However, the Board is submitting the selection of Staley Okada and Partners to the stockholders for ratification as a matter of corporate practice. If the stockholders fail to ratify the selection, the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Board in its discretion may direct the appointment of a different independent accounting firm at any time during the year if the Board determines that such a change would be in the best interests of the Company and its stockholders.

Representatives of Staley Okada and Partners do not attend all meetings of the Audit Committee. The Audit Committee reviews audit and non-audit services performed by Staley Okada and Partners as well as the fees charged by Staley Okada and Partners for such services. In its review of non-audit service fees, the Audit Committee considers, among other things, the possible effect of the performance of such services on the auditor's independence. Additional information concerning the Audit Committee and its activities with Staley Okada and Partners can be found under "Committees of the Board of Directors" on page 7 of this proxy statement and "Report of the Audit Committee" on page 7 of this proxy statement.

The Audit Committee of the Company has considered and determined that the services provided by Staley Okada and Partners are compatible with maintaining the principal's accountant's independence.

Representatives of Staley Okada and Partners are expected to be available by telephone at the Annual Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

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Fees Paid to Spicer Jeffries LLP

Spicer Jeffries LLP provided audit and other services during 2003 for fees totaling $29,113. This included the following fees:

Audit Fees ($15,000). This category includes the fees for the examination of our consolidated financial statements and the quarterly reviews of interim financial statements. This category also includes advice on audit and accounting matters that arose during or as a result of the audit or the review of interim financial statements, and the preparation of an annual "management letter" on internal control matters.

All Other Fees ($14,113). This category consists of fees foraudit-related services andother services. Audit-related services are closely related to the financial audit process and primarily consist of statutory audits required by non-U.S. jurisdictions; audits of benefit plans; audits of vendors, licensees and customers to confirm that contract terms of pricing and payment are being met; internal control advisory services; work on registration statements filed with the U.S. Securities and Exchange Commission; and related accounting advice.Other services consist largely of tax services provided in the U.S. and Canada.

Financial Information Systems Design and Implementation Fees ($Nil). The Company did not use Spicer Jeffries LLP for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We did not engage Spicer Jeffries LLP to provide compliance outsourcing services.

Vote Required and Board of Directors' Recommendation

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting will be required to ratify the selection of Staley Okada and Partners

THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE "FOR" THE RATIFICATION OF SELECTION OF STALEY OKADA AND PARTNERS AS INDEPENDENT AUDITORS OF THE COMPANY.

PROPOSAL THREE - APPROVAL OF THE 2004 STOCK OPTION PLAN

A copy of the proposed 2004 Stock Option Plan (the "2004 Plan") is included with these Proxy Materials, and is hereby incorporated by reference.

The Board of Directors approved the plan in a resolution dated May 20, 2004. Awards of options under the 2004 Plan are at the discretion of the Board of Directors. As of the date of this filing, 780,000 options have been issued under the plan.

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SUMMARY OF ALL STOCK OPTION PLANS

A summary of the key features of the 2004 Plan appears below. This summary is qualified by and made subject to the specific provisions of the 2004 Plan.

ADMINISTRATION

The 2004 Plan is to be administered by the Board of Directors or its designated plan administrator(s). The Board is authorized to interpret the 2004 Plan; determine the terms and conditions of each option including any restrictions to be imposed upon transfer of shares purchased pursuant to the options; establish and amend the rules for its administration; determine which key employees will be granted options; determine the number of shares and type of options to be granted to each eligible employee; and prescribe the form of all stock option agreements.

ELIGIBILITY

Consistent with the 2004 Plan's purposes, Options may be granted only to such Directors, Officers, Employees, Consultants and Advisors of the Company as determined by the Board or the Committee or a Designated Officer. Subject to the terms of the Plan, a Director, Officer, Employee, Consultant or Advisor who has been granted an Option may, if he or she is otherwise eligible, be granted an additional Option.

TYPES OF AWARDS AND CONSIDERATION RECEIVED

To provide a flexible and competitive program, the 2004 Plan awards non-qualified stock options or restricted shares. The Company will not receive consideration for the granting of options under this plan, except to the extent that options or shares are granted in return for services as permitted by the 2004 Plan. The awards are not transferable except by will, by the laws of descent and distribution, or pursuant to a qualified domestic relations order.

RESERVATION OF SHARES

The 2004 Plan provides for the granting of options for an aggregate of 2,000,000 shares of common stock. Authorized but unissued shares and treasury shares may be made available for issuance under the 2004 Plan. In the event of changes affecting Heartland's common stock such as the payment of a stock dividend, the declaration of a stock split, combination of shares, recapitalization, merger, consolidation, or other corporate reorganization in which Heartland is the surviving company, the Board shall make adjustments to awards and shares under the 2004 Plan.

TERMS OF OPTIONS

OPTION PRICE- The purchase price of shares subject to any option must be at least 100% of the fair market value of the shares on the date of grant. Fair market value is defined in the 2004 Plan as the value of the Shares determined by the Board or the Committee or a Designated Officer in such manner as it may deem equitable for Plan purposes but, no less than is required by applicable laws or regulations; provided, however, that where there is a public market for the Shares, the Fair Market Value per share shall be the average of the high and low trading prices of the Shares on the Date of Grant, as reported in the Wall Street Journal (or, if not so reported, as otherwise reported by the National Association of Securities Dealers Automated Quotation System - Small Cap or National Markets or the National Association of Security Dealers Over the Counter Bulletin Board). Upon exercise, the option price is to be paid in full in cash or by check, or by surrender of a number of shares of common stock havin g a fair market value equal to the option price, or a combination of both.

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EXERCISE OF OPTIONS- The maximum term of any stock option is 10 years from the date the option is granted. No incentive stock option may be granted after December 31, 2014. In the event of a dissolution or liquidation of Heartland or a merger, consolidation, sale of all or substantially all of its assets, or other corporate reorganization in which Heartland is not the surviving corporation or, if so provided by the Board with respect to a particular option in the event of a Change of Control, all options previously granted and still outstanding, regardless of their terms, will become exercisable.

If the employment of an optionee terminates due to his/her death or disability, all of the optionee's outstanding vested options must be exercised within six months or the stated period of the option, whichever is shorter. Notwithstanding the foregoing, if the optionee of an incentive stock option retires or voluntarily terminates his/her employment, his/her outstanding vested incentive stock options must be exercised within three months or within the stated period of the option, whichever is shorter. If an optionee's employment terminates for any reason other than voluntary termination, retirement, death or disability, all of the optionee's outstanding options, unless otherwise provided in an employment agreement, shall become null and void. In any event, no option may be exercised after termination of employment for any reason if it has not vested as at the date of termination of employment.

AMENDMENT

The Board of Directors may amend, alter, suspend or discontinue the 2004 Plan. However, any such amendment or termination of the Plan shall not affect Options already granted and such Options shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Optionee and the Board or the Committee or a Designated Officer, which agreement must be in writing and signed by the Optionee and the Company.

FEDERAL INCOME TAX CONSEQUENCES

INCENTIVE STOCK OPTIONS - The grantee of an incentive stock option will not be deemed to receive any taxable income upon the grant or exercise of an option, and any gain realized upon the disposition of shares acquired pursuant to an option will be treated as capital gain. However, in order for such capital gain treatment to be applicable, the shares acquired upon exercise of the option ordinarily must not be disposed of within two years after the date of grant or within one year of the date of exercise, and the option must be exercised prior to or within a specified period after a grantee's termination of employment. No gain or loss will be recognized by Heartland either upon the grant or upon the exercise of a qualifying incentive stock option. The difference between the option exercise price and the fair market value of the shares on the option exercise date of an incentive stock option will be treated as an item of tax preference in the year of exercise for purposes of the alternative minimum tax.

If shares acquired pursuant to an incentive stock option are disposed of before the holding periods described above expire, then the excess of the fair market value (but not in excess of the sales proceeds) of such shares on the option exercise date over the option price will be treated as ordinary income to the grantee in the year in which such disposition occurs and Heartland will be entitled to a commensurate income tax deduction. Any difference between the sales proceeds and the fair market value of the shares on the option exercise date will be treated as capital gain or loss.

RESTRICTED SHARES - The grantee of restricted shares will not be deemed to receive any taxable income upon the grant of the shares. When a restricted share is issued, the grant price will be an allowable income tax deduction to Heartland. When a restricted share is sold, the excess of the fair market value of the shares on the sale date over the grant price will be a capital gain to the grantee.

The full text of the 2004 Plan is attached.

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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL OF THE 2004 PLAN.

OTHER MATTERS

STOCKHOLDER PROPOSALS

Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in the Company's proxy statement and for consideration at the Company's next annual meeting of stockholders. To be eligible for inclusion in the Company's 2005 proxy statement, your proposal must be received by the Company no later than April 15, 2005 and must otherwise comply with Rule 14a-8 under the Exchange Act. Further, if you would like to nominate a director or bring any other mattersbusiness before the meetingstockholders at the 2005 Annual Meeting, you must comply with the procedures contained in the Bylaws and doesyou must notify the Company in writing and such notice must be delivered to or received by the Secretary no later than April 15, 2005. While the Board will consider stockholder proposals, the Company reserves the right to omit from the Company's 2005 proxy statement stockholder proposals that it is not knowrequired to include under the Exchange Act, including Rule 14a-8 of anythe Exchange Act.

You may write to the Secretary of the Company at the Company's principal executive office, 1925-200 Burrard Street, Vancouver, British Columbia, CANADA V6C 3L6, to deliver the notices discussed above and for a copy of the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

FORM 10-KSB AND FINANCIAL STATEMENTS

Attention is directed to the financial statements contained in our Form 10-KSB for the year ended December 31, 2003. A copy of the Form 10-KSB has been sent, or is concurrently being sent, to all shareholders of record as of June 29, 2004.

OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING

In addition to the matters whichto be voted upon by the shareholders of the Common Stock, we will receive and consider both the Report of the Board to the Stockholders, and the financial statements of our company for the years ended December 31, 2003, December 31, 2002, and December 31, 2001, together with the auditors report thereon.These matters do not require Stockholder approval, and therefore Stockholders will not be required to vote upon these matters.

The Board of Directors knows of no other business that will be presented for consideration at the Annual Meeting. If other matters are properly brought before the meeting by others. If other matters properly come before the meeting,Annual Meeting, however, it is the intention of the persons named in the solicitedaccompanying proxy to vote the proxyshares represented thereby on such matters in accordance with their goodbest judgment.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS ARE URGED TO VOTE, DATE, SIGN AND RETURNDated: June 29, 2004