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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
Commission File Number: 333-151300
_______________________________
SEARS OIL AND GAS CORPORATION
(Exact name of registrant as specified in its charter)
| NEVADA | 20-3455830 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
3625 Cove Point Drive
Salt Lake City, Utah 84109
(Address of principal executive offices, including zip code)
(801) 209-0740
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.001 par value per share
| Title of class | Name of each exchange on which registered | |
| Common Stock. $0.001 par value per share | OTC Pink Sheets |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes o No x
Indicate by check mark whether 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 preceding 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. Yes x No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer o | Accelerated filer o | |
|
Non-accelerated filer o (Do not check if smaller reporting company) |
Smaller Reporting Company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
As of January 31, 2013, based on the market price for voting common shares held by non-affiliates of the registrant was $104,209 at a market price of $.009 per share
As of January 31, 2013, the Registrant had outstanding 36,200,000 shares of Common Stock with a par value of $0.001 per share.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents (or portions thereof) are incorporated herein by reference: registration statement and exhibits thereto filed on Form S-1 May 30, 2008 are incorporated by reference within Part I and Part II herein.
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SEARS OIL AND GAS CORPORATION
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Cautionary Note
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements, including statements about our business strategy, the effect of Generally Accepted Accounting Principles ("GAAP") pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds and all plans, objectives, expectations and intentions and the statements regarding future potential revenue, gross margins and our prospects for fiscal 2009. These statements appear in a number of places and can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "future," "intend," or "certain" or the negative of these terms or other variations or comparable terminology, or by discussions of strategy.
Actual results may vary materially from those in such forward-looking statements as a result of various factors that are identified in "Item 1A.—Risk Factors" and elsewhere in this document. No assurance can be given that the risk factors described in this Annual Report on Form 10-K are all of the factors that could cause actual results to vary materially from the forward-looking statements. References in this Annual Report on Form 10-K to (i) the "Company," the "Registrant," "Sears,” "we," "our," “SRSG,” and "us" refer to Sears Oil and Gas Corporation.
Investors and security holders may obtain a free copy of the Annual Report on Form 10-K and other documents filed by SRSG with the Securities and Exchange Commission ("SEC") at the SEC's website at http://www.sec.gov. Free copies of the Annual Report on Form 10-K and other documents filed by SRSG with the SEC may also be obtained from SRSG by directing a request to Sears Oil and Gas Corporation, Inc., Attention: G. Reed Petersen, 3625 Cove Point Drive Salt Lake City, Utah 84109.
| ITEM 1 | BUSINESS. |
General
Sears Oil and Gas Corporation (“SRSG”), a Nevada corporation, was incorporated on October 18, 2005. It is a developmental stage company with its principal business objective being to taking advantage of the many and varied opportunities currently presented within the oil and gas industry. SRSG intended to exploit multiple revenue streams throughout the natural resources industry, including oil, gas and mining areas. However, after various failed efforts, the principals sold controlling interest in the Company. The Company now seeks another company with which to merge or acquire for stock. SRSG has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings. Since incorporation, SRSG has not made any significant purchase or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations. SRSG has no subsidiaries. Our fiscal year end is December 31st.
Description of Business
Investors must be aware that we are a development stage Company that has generated no revenues from operations since our inception. We rely upon the sale of our securities and funds provided by management to cover expenses. In addition, our independent accountant has issued an opinion indicating that there is substantial doubt about our ability to continue as a going concern. Additional capital must be obtained by us to implement our business plan and there is no assurance that financing to cover the costs of implementation of our business plan can be obtained. We do not, as of the date of this annual report, have any commitments from any provider of capital to provide the required funds. At present, the Company’s endeavors are seeking an operating business with which to merge or acquire for stock.
There has been no purchase or sale of any plant or equipment. We have no patents, trademarks licenses, or labor contracts.
There is a limited market for our common stock, which trades on the Pink Sheets, with a trading symbol SRSG. The stock commenced trading on the OTCBB market in June 2009. The company failed to file with the Securities & Exchange Commission the quarterly reports, causing us to be removed from the OTCBB exchange, thus we were moved to the Pink Sheets. Our Stock is considered a “Penny Stock” with all the risks associated as such. There is limited trading. The Following represents trading ranges per quarter. We did not trade the first quarter 2009.
Quarter Ending 3/31/2010 High $ .013 Low $.005
Quarter Ending 6/30/2010 High $ .011 Low $.007
Quarter Ending 9/30/2010 High $.01 Low $.005
Quarter Ending 12/31/2010 High $.008 Low $.004
Other than G. Reed Petersen the Company has no employees. Mr. Petersen is currently supplying office space for the Company at no cost.
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| ITEM 1A | RISK FACTORS |
Factors Affecting Future Operating Results
This Annual Report on Form 10-K contains forward-looking statements concerning our future programs, expenses, revenue, liquidity and cash needs as well as our plans and strategies. These forward-looking statements are based on current expectations and we assume no obligation to update this information, except as required by applicable laws and regulations. Numerous factors could cause actual results to differ significantly from the results described in these forward-looking statements, including the following risk factors.
Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue activities in which case you could lose your investment.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. As such we may have to cease activities and you could lose your investment. We will continue to look for a merger
candidate for our business.
We currently do not have adequate funds to cover the costs associated with maintaining our status as a Reporting Company.
The Company currently has approximately $202 of cash available.
We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease activities, which would result in a complete loss of any investment made into the Company.
We were incorporated on October 18, 2005 and we have not started any business activities or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. As of December 31, 2010 our net loss since inception was $121,317. Based upon current plans, we expect to incur operating losses in future periods.
As a result, we may not generate revenues in the future.
If we are able to complete financing through the sale of additional shares of our common stock in the future, then shareholders will experience dilution.
The most likely source of future financing presently available to us is through the sale of shares of our common stock. Any sale of common stock will result in dilution of equity ownership to existing shareholders. This means that if we sell shares of our common stock, more shares will be outstanding and each existing shareholder will own a smaller percentage of the shares then outstanding. To raise additional capital we may have to issue additional shares, which may substantially dilute the interests of existing shareholders. Alternatively, we may have to borrow large sums, and assume debt obligations that require us to make substantial interest and capital payments.
Because there is currently limited public trading market for our common stock, you may not be able to resell your stock.
Our common stock is quoted on the OTC Pink Sheets exchange, under the symbol SRSG. We have limited trading.
Because our securities are subject to penny stock rules, you may have difficulty reselling your shares.
Our shares are penny stocks are covered by section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the Company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock and as a result the investor may lose his entire investment made into the Company.
We are subject to the requirements of section 404 of the Sarbanes-Oxley Act. If we are unable to timely comply with section 404 or if the costs related to compliance are significant, our profitability, stock price and results of operations and financial condition could be materially adversely affected.
We are required to comply with the provisions of Section 404 of the Sarbanes-Oxley Act of 2002, which require us to maintain an ongoing evaluation and integration of the internal controls of our business. We were required to document and test our internal controls and certify that we are responsible for maintaining an adequate system of internal control procedures for the year ended December 31, 2010.
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We evaluated our existing controls for the year ended December 31, 2010. Our Chief Executive Officer and Chief Financial Officer identified material weaknesses in our internal control over financial reporting and determined that we did not maintain effective internal control over financial reporting as of December 31, 2010. The identified material weaknesses did not result in material audit adjustments to our 2010 financial statements; however, uncured material weaknesses could negatively impact our financial statements for subsequent years.
We cannot be certain that we will be able to successfully complete the procedures, certification and attestation requirements of Section 404 or that our auditors will not have to report a material weakness in connection with the presentation of our financial statements. If we fail to comply with the requirements of Section 404 or if our auditor’s report such material weakness, the accuracy and timeliness of the filing of our annual report may be materially adversely affected and could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock. In addition, a material weakness in the effectiveness of our internal controls over financial reporting could result in an increased chance of fraud and the loss of customers, reduce our ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on our business, results of operations and financial condition.
Further, we believe that the out-of-pocket costs, the diversion of management’s attention from running the day-to-day operations and operational changes caused by the need to comply with the requirements of Section 404 of the Sarbanes-Oxley Act could be significant. If the time and costs associated with such compliance exceed our current expectations, our results of operations could be adversely affected.
| ITEM 1B | UNRESOLVED STAFF COMMENTS. |
None
| ITEM 2 | PROPERTIES. |
We do not own any property. The principal offices are located at 3625 Cove Point Drive, Salt Lake City, Utah 84109
| ITEM 3 | LEGAL PROCEEDINGS. |
Sears Oil and Gas is not currently a party to any legal proceedings.
| ITEM 4 |
|
None
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| ITEM 5 | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
There is no market for our common stock. We cannot provide any assurance a market will ever develop in the future,
We did not declare or pay dividends during the Fiscal Year 2010 and do not anticipate declaring or paying dividends in fiscal year 2010.
We had no equity compensation plan in 2010.
| ITEM 6 | SELECTED FINANCIAL DATA. |
Summary of Financial Data
| As of December 31, 2010 | ||||
| Revenues | $ | 0 | ||
| Earnings (Loss) | $ | (3,516 | ) | |
| Total Assets | $ | 202 | ||
| Liabilities | $ | 19,519 | ||
| Shareholders’ Equity (Deficit) | $ | (19,317 | ) | |
| ITEM 7 | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
The following discussion is intended to assist in the understanding and assessment of significant changes and trends related to the results of operations and financial condition of Sears Oil and Gas Corporation for the years ended December 31, 2010 and 2009.
Critical Accounting Policies
The preparation of our financial statements and notes thereto requires management to make estimates and assumptions that affect the amounts and disclosures reported within those financial statements. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, contingencies, litigation and income taxes. Management bases its estimates and judgments on historical experiences and on various other factors believed to be reasonable under the circumstances. Actual results under circumstances and conditions different than those assumed could result in differences from the estimated amounts in the financial statements. There have been no material changes to these policies during fiscal 2009 and 2010. As of December 31, 2010 the Company has not identified any critical estimates that are used in the preparation of the financial statements.
Liquidity and Capital Resources. As of December 31, 2010 we had cash of $202 and a negative working capital of $19,317. This compares with cash of $712 and negative working capital of $15,801 as of December 31, 2009.
Net cash used by operating activities totaled $510 for the year-ended December 31, 2010 consisting of a loss from operations of $3,516 and a change in accounts payable and accrued expenses of $3,006. This compares with net cash used in operating activities of $14,880 for the year-ended December 31, 2009 consisting of a loss from operations of $7,438 which was offset by a change in accounts payable and accrued expenses of $(7,442).
There was no investing activity in either the year-ended December 31, 2010 or 2009.
Net cash provided by financing activities totaled $15,000 for the year-ended December 31, 2009, all from a loan from a related party. There was no financing activity for the year-ended December 31, 2010.
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We must secure additional funds in order to continue our business. We will be required to secure a loan to pay expenses relating to filing this report including legal, accounting and filing fees. We believe that we will be able to obtain this loan from a current shareholder of the Company; however we cannot provide any assurance that we will be able to raise additional proceeds or secure additional loans in the future to cover our expenses related to maintaining our reporting company status. Furthermore, there is no guarantee we will receive the required financing to complete our business strategies; we cannot provide any assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. If we are unable to accomplish raising adequate funds then any it would be likely that any investment made into the Company would be lost in its entirety.
Results of Operations . We did not have revenue for either the year-ended December 31, 2010 or 2009. For the year-ended December 31, 2010, we incurred $310 of administrative expenses, a decrease of $5,815, or 95 % from the $6,125 of administrative expenses for the year-ended December 31, 2009. The reduction in administrative expenses resulted from a decrease in professional fees and a reduction in costs associated with seeking revenue streams for the Company. For the year-ended December 31, 2010 we incurred $3,206 of interest expense on the loan from a related party. This compares with $1,313 of interest expense for the year-ended December 31, 2009.
As a result of the foregoing, we incurred a loss of $3,516 for the year-ended December 31, 2010 compared to a loss of $7,438 for the year-ended December 31, 2009. Since incorporation we have incurred a loss of $121,317.
Off-Balance Sheet Arrangements. None
Contractual Obligations . None
| ITEM 7A | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
We do not currently hold any market risk sensitive instruments entered into for hedging transaction risks related to foreign currencies. In addition, we have not entered into any transactions with derivative financial instruments for trading purposes.
| ITEM 8 | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. |
Our financial statements appear beginning on page F-1, immediately following the signature page of this report.
| ITEM 9 | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
None
| ITEM 9A(T) | CONTROLS AND PROCEDURES. |
Disclosure Controls and Procedures
Management of Sears Oil and Gas Corporation is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.
At the end of the period covered by this report, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of our Principal Executive Officer who is also the Principal Financial and Accounting Officer, G. Reed Petersen. Based on his evaluation of our disclosure controls and procedures, he concluded that during the period covered by this report, such disclosure controls and procedures were not effective to detect the inappropriate application of US GAAP standards. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”
SRSG will continue to create and refine a structure in which critical accounting policies and estimates are identified, and together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, SRSG will enhance and test our year-end financial close process. Finally, we plan to designated individuals responsible for identifying reportable developments. We believe these actions will remediate
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the material weakness by focusing additional attention and resources in our internal accounting functions. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting.
Internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and (iv) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions may occur or the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2010. This assessment is based on the criteria for effective internal control described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management concluded that our internal control over financial reporting as of December 31, 2010 was not effective in the specific areas described in the “Disclosure Controls and Procedures” section above and as specifically described in the paragraphs below.
As of December 31, 2010 the Principal Executive Officer who is also the Principal Financial Officer identified the following specific material weaknesses in the Company’s internal controls over its financial reporting processes:
• Policies and Procedures for the Financial Close and Reporting Process — Currently there are no policies or procedures that clearly define the roles in the financial close and reporting process. The various roles and responsibilities related to this process should be defined, documented, updated and communicated. Failure to have such policies and procedures in place amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
• Representative with Financial Expertise — For the year ending December 31, 2010, the Company did not have a representative with the requisite knowledge and expertise to review the financial statements and disclosures at a sufficient level to monitor the financial statements and disclosures of the Company. Failure to have a representative with such knowledge and expertise amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
• Adequacy of Accounting Systems at Meeting Company Needs — The accounting system in place at the time of the assessment lacks the ability to provide high quality financial statements from within the system, and there were no procedures in place or built into the system to ensure that all relevant information is secure, identified, captured, processed, and reported within the accounting system.
Failure to have an adequate accounting system with procedures to ensure the information is secure and accurately recorded and reported amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
• Segregation of Duties — Management has identified a significant general lack of definition and segregation of duties throughout the financial reporting processes. Due to the pervasive nature of this issue, the lack of adequate definition and segregation of duties amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
In light of the foregoing, once we have the adequate funds, management plans to develop the following additional procedures to help address these material weaknesses:
• Sears Oil and Gas Corporation will create and refine a structure in which critical accounting policies and estimates are identified, and together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, we plan to enhance and test our month-
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end and year-end financial close process. Additionally, our audit committee will increase its review of our disclosure controls and procedures. We also intend to develop and implement policies and procedures for the financial close and reporting process, such as identifying the roles, responsibilities, methodologies, and review/approval process. We believe these actions will remediate the material weaknesses by focusing additional attention and resources in our internal accounting functions. However, the material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Changes in Internal Controls
There have been no changes in our internal control over financial reporting that occurred during our fiscal quarter ended December 31, 2010 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
| ITEM 9B | OTHER INFORMATION. |
In April 2012, G. Reed Petersen purchased 24,621,200 shares of restricted stock of the registrant, owned by William C. Sears, representing 68.01% of the total outstanding shares. Subsequent to the purchase of said shares, William C. Sears and Max Kern resigned all their positions with Sears Oil and Gas, Inc. Max Kern retained 2,500,000 shares of common stock. At a special shareholders meeting, G. Reed Petersen was elected as the sole director.
At a special board of directors meeting, G. Reed Petersen was appointed President, Secretary, Treasurer, and Chief Financial Officer.
During the quarter ended March 31, 2009, a shareholder of the Company loaned $15,000.00 to the Company as a short term convertible note. The note was later assigned to a non-affiliated individual.
Mr. Petersen has agreed to loan the Company the necessary funds to bring the Company current in its filings with the Securities and Exchange Commission so the Company may be in a position to benefit from a possible merger, acquisition or any lawful business transaction. Mr. Petersen reserves the right to cap said loans to $20,000.00.
In order to accomplish the above, Sears Oil and Gas, Inc. has now engaged the following:
Transfer Agent:
Presidend Stock Transfer
850 West Hastings St., Suite 900
Vancouver, B.C. V6C1E1
Telephone 604-876-5526
Auditor:
Morrill & Associates
1448 North 2000 West, Suite 3
Clinton, UT 84015
Telephone 801-820-6233
Legal Council:
Hank Vanderkam Esq.
406 McGowen Street
Houston, TX 77006
Telephone 713-547-8900
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| ITEM 10 | DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
Sears Oil and Gas Corporation’s executive officer and director and his respective age as of December 31, 2010 are as follows:
Directors:
| Name of Director | Age |
| G. Reed Petersen | 67 |
Executive Officers:
| Name of Officer | Age | Office |
| G. Reed Petersen | 67 | President, Chief Executive Officer |
| Chief Financial Officer, Secretary and Treasurer |
The term of office for each director is one year, or until the next annual meeting of the shareholders.
Biographical Information
Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years
G. Reed Petersen – President and Director – From 2008 to the present, Mr. Petersen has been the employed by Wildwood Molding and Mill LLC, in Salt Lake City, Utah as the operations manager. Prior to that Mr. Petersen was involved in various real estate development projects in the State of Utah, as a developer.
Sear Oil and Gas Corporation’s Officers and sole Director has not been involved, during the past five years, in any bankruptcy, conviction or criminal proceedings; has not been subject to any order, judgment, or decree, not subsequently reversed or suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and has not been found by a court of competent jurisdiction, the Commission or the Commodity Futures trading Commission to have violated a federal or state securities or commodities law.
Significant Employees. We do not employ any non-officers who are expected to make a significant contribution to its business.
Corporate Governance
Nominating Committee. We have not established a Nominating Committee because of our limited operations; and because we have only one director and officer, we believe that we are able to effectively manage the issues normally considered by a Nominating Committee.
Audit Committee. We have has not established an Audit Committee because of our limited operations; and because we have only one director and officer, we believe that we are able to effectively manage the issues normally considered by a Audit Committee.
Code of Ethics. We have adopted a Code of Ethics for our principal executive and financial officers. Our Code of Ethics is filed as an Exhibit to our registration statement filed on May 30, 2008.
| ITEM 11 | EXECUTIVE COMPENSATION. |
Summary Compensation Table
| Annual Compensation | Long-Term Compensation | ||||||||
|
Name and Principal Position |
Year | Salary ($) | Bonus | Other Annual Compensation ($) | Restricted Stock Awards ($) | Securities Underlying Options (#) | LTIP Payouts ($) | All Other Compensation ($) | |
| G. Reed Petersen | 2009 | - | - | - | - | - | - | - | |
| Officer and Director | 2010 | - | - | - | - | - | - | - | |
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There has been no cash payment paid to the executive officer for services rendered in all capacities to us for the period ended December 31, 2010. There has been no compensation awarded to, earned by, or paid to the executive officer by any person for services rendered in all capacities to us for the fiscal period ended December 31, 2010. No compensation is anticipated within the next six months to any officer or director of the Company.
Stock Option Grants
We did not grant any stock options to the executive officer during the most recent fiscal period ended December 31, 2010. We have also not granted any stock options to the executive officer of the Company.
| ITEM 12 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
The following table provides the names and addresses of each person known to Sears Oil and Gas Corporation to own more than 5% of the outstanding common stock as of December 31, 2010, and by the Officers and Directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.
| Title Of Class | Name, Title and Address of Beneficial Owner of Shares | Amount of Beneficial Ownership | |||||||||||
| % | |||||||||||||
| Common | G. Reed Petersen, President and Director | 24,621,200 | 68.01 | % | |||||||||
| Common | Max Kern | 2,500,000 | 6.91 | % | |||||||||
| All Directors and Officers as a group | 27,121,200 | 74.92 | % | ||||||||||
The percent of class is based on 36,200,000 shares of common stock issued and outstanding as of January 31, 2013
| ITEM 13 | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
During Fiscal Years 2010, there were no material transactions between the Company and any Officer, Director or related party. Richard Graibus, a shareholder, but not affiliated or related person, loaned the Company $15,000 during the year ended December 31, 2009. Other than the foregoing, there has not, since the date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us.
Any future transactions between us and our Officers, Directors, and Affiliates will be on terms no less favorable to us than can be obtained from unaffiliated third parties. Such transactions with such persons will be subject to approval of our Board of Directors.
| ITEM 14 | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
The amounts paid to our independent auditing firm for each of the past two calendar years are as follows:
| 2010 | 2009 | |||||||
| Auditing | $ | 0 | $ | 4,000 | ||||
| Tax services | ||||||||
| Other services | ||||||||
| Total | $ | 0 | $ | 4,000 | ||||
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| ITEM 15 | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
| (a) | The following documents have been filed as a part of this Annual Report on Form 10-K. |
| 1. | Financial Statements |
| 2. | Financial Statement Schedules. |
All schedules are omitted because they are not applicable or not required or because the required information is included in the Financial Statements or the Notes thereto.
| 3. | Exhibits. |
The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:
EXHIBIT
| NUMBER | DESCRIPTION |
| 3.1 | Articles of Incorporation |
| 3.2* | By-Laws |
| 14.1* | Code of Ethics |
| 31.1 | 302 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER |
| 31.2 | 302 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER |
| 32.1 | 906 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER |
| 32.2 | 906 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER |
*Previously filed.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SEARS OIL AND GAS CORPORATION | ||||
| By: | /s/ G. Reed Petersen | |||
| G. Reed Petersen | ||||
| President | ||||
| Chief Executive Officer, Director | ||||
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By: /s/ G. Reed Petersen |
||||
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G. Reed Petersen Chief Financial Officer |
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| Treasurer, Secretary, | ||||
| Date: February 13, 2013 | ||||
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Sears Oil & Gas Corporation (A Development Stage Company)
Salt Lake City, Utah
We have audited the accompanying balance sheets of Sears Oil & Gas Corporation (a development stage company) as of December 31, 2010 and 2009 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended and for the period from inception on October 18, 2005 through December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sears Oil & Gas Corporation (a development stage company) as of December 31, 2010 and 2009 and the results of its operations and cash flows for the years ended December 31, 2010 and 2009 and for the period from inception on October 18, 2005 through December 31, 2010 in conformity with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and has no operations which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Morrill & Associates
Morrill & Associates
Clinton, Utah 84015
February 1, 2013
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SEARS OIL AND GAS CORPORATION
Notes to the Financial Statements
December 31, 2010 and 2009
NOTE 1 - ORGANIZATION AND HISTORY
Sears Oil and Gas Corporation (the Company) was incorporated on October 18, 2005 in the State of Nevada. The Company was formed to use a patented technology to produce crude oil from “tar sands” deposits. The Company will also conduct administrative, correlated transportation and delivery of product, financial management, and the marketing and sales programs of the operation. The Company has not commenced principle operations and is classified as a development stage company.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company uses the successful efforts method of accounting for oil and gas producing activities. Costs to acquire mineral interests in oil and gas properties, to drill and equip exploratory wells that find proved reserves, and to drill and equip development wells are capitalized. Costs to drill exploratory wells that do not find proved reserves, geological and geophysical costs, and costs of carrying and retaining unproved properties are expensed.
Unproved oil and gas properties that are individually significant are periodically assessed for impairment of value, and a loss is recognized at the time of impairment by providing an impairment allowance. Other unproved properties are amortized based on the Company's experience of successful drilling and average holding period. Capitalized costs of producing oil and gas properties, after considering estimated dismantlement and abandonment costs and estimated salvage values, are depreciated and depleted by the unit-of-production method. Support equipment and other property and equipment are depreciated over their estimated useful lives.
On the sale or retirement of a complete unit of a proved property, the cost and related accumulated depreciation, depletion, and amortization are eliminated from the property accounts, and the resultant gain or loss is recognized. On the retirement or sale of a partial unit of proved property, the cost is charged to accumulated depreciation, depletion, and amortization with a resulting gain or loss recognized in income.
b. Basic Loss Per Share
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For the Year Ended December 31, 2010 |
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Loss (Numerator) |
Shares (Denominator) |
Per Share Amount |
| $ (3,516) | 36,200,000 | $ (0.00 ) |
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For the Year Ended December 31, 2009 |
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|
Loss (Numerator) |
Shares (Denominator) |
Per Share Amount |
| $ (7,438) | 36,200,000 | $ (0.00 ) |
The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. There are no common stock equivalents outstanding.
b. Provision for Taxes
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely that not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
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SEARS OIL AND GAS CORPORATION
Notes to the Financial Statements
December 31, 2010 and 2009
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Net deferred tax assets consist of the following components as of December 31, 2010 and December 31, 2009:
| 2010 | 2009 | |||||||
| Deferred tax assets: | ||||||||
| NOL Carryover | $ | 47,313 | $ | 45,942 | ||||
| Valuation allowance | (47,313 | ) | (45,942 | ) | ||||
| Net deferred tax asset | $ | — | $ | — | ||||
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 39% to pretax income from continuing operations for the periods ended December 31, 2010 and December 31, 2009 due to the following:
| 2010 | 2009 | |||||||
| Current Federal Tax | $ | — | $ | — | ||||
| Current State Tax | — | — | ||||||
| Change in NOL Benefit | 1,371 | 2,901 | ||||||
| Valuation allowance | (1,371 | ) | (2,901 | ) | ||||
| Net deferred tax asset | $ | — | $ | — | ||||
At December 31, 2010, the Company had net operating loss carry forwards of approximately $121,317 that may be offset against future taxable income through the year 2030. No tax benefit has been reported in the December 31, 2010 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in the future.
d. Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
e. Fair Value of Financial Instruments
As at December 31, 2010, the fair value of cash and accounts and advances payable, including amounts due to and from related parties, approximate carrying values because of the short-term maturity of these instruments.
f. Recently Issued Accounting Pronouncements
We have reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to our company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the years ended December 31, 2010 and 2009.
g. Long-lived Assets
The Company’s long lived assets are recorded at its cost. The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the
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SEARS OIL AND GAS CORPORATION
Notes to the Financial Statements
December 31, 2010 and 2009
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
g. Long-lived Assets
The Company’s long lived assets are recorded at its cost. The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
h. Concentration of Risk
Cash - The Company at times may maintain a cash balance in excess of insured limits. At December 31, 2010, the Company has no cash in excess of insured limits.
i. Revenue Recognition
The Company recognizes oil revenues when pumped and metered by the customer.
j. Accounts Receivable
Accounts receivable are carried at the expected net realizable value. The allowance for doubtful accounts is based on management's assessment of the collectability of specific customer accounts and the aging of the accounts receivables. If there were a deterioration of a major customer's creditworthiness, or actual defaults were higher than historical experience, our estimates of the recoverability of the amounts due to us could be overstated, which could have a negative impact on operations.
k. Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
l. Property and Equipment
Property and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed straight-line over periods ranging from three to five years.
NOTE 3 - GOING CONCERN
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company intends to raise additional capital when required to produce crude oil from tar sands. When and if these activities provide sufficient revenues it would allow it to continue as a going concern. In the interim the Company is working toward raising operating capital through the private placement of its common stock or debt instruments.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.
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SEARS OIL AND GAS CORPORATION
Notes to the Financial Statements
December 31, 2010 and 2009
NOTE 4 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events for the period of December 31, 2010 through the date the financial statements were issued, and concluded there were no other events or transactions occurring during this period that required recognition or disclosure in its financial statements.
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