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, 2013
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:
None
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
1
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 |
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| 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 March 18, 2014, based on the market price for voting common shares held by non-affiliates of the registrant was $58,003 at a market price of $1.00 per share.
As of March 18, 2014, the Registrant had outstanding 181,005 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.
2
INDEX
SEARS OIL AND GAS CORPORATION
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| PART I |
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ITEM 1 | BUSINESS | 4 |
ITEM 1A | RISK FACTORS | 5 |
ITEM 1B | UNRESOLVED STAFF COMMENTS | 6 |
ITEM 2 | PROPERTIES | 6 |
ITEM 3 | LEGAL PROCEEDINGS | 6 |
ITEM 4 | MINE SAFETY DISCLOSURES | 6 |
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PART II |
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ITEM 5 | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 6 |
ITEM 6 | SELECTED FINANCIAL DATA | 6 |
ITEM 7 | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 7 |
ITEM 7A | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 7 |
ITEM 8 | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 7 |
ITEM 9 | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 7 |
ITEM 9A | CONTROLS AND PROCEDURES | 8 |
ITEM 9B | OTHER INFORMATION | 9 |
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PART III |
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ITEM 10 | DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 9 |
ITEM 11 | EXECUTIVE COMPENSATION | 10 |
ITEM 12 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 11 |
ITEM 13 | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 11 |
ITEM 14 | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 11 |
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PART IV |
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ITEM 15 | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 11 |
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| SIGNATURES | 12 | |
3
PART I.
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 2013. 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 OTCQB exchange, 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 OTCQB exchange. 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.
Quarter Ending 3/31/2013 High $3.00 Low $1.00
Quarter Ending 6/30/2013 High $3.00 Low $1.00
Quarter Ending 9/30/2013 No trades
Quarter Ending 12/31/2013 High $1.00 Low $0.26
Other than G. Reed Petersen the Company has no employees. Mr. Petersen is currently supplying office space for the Company at no cost.
| 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.
As of December 31, 2013 the Company had approximately $18 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, 2013 our net loss since inception was $183,088. 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 OTCQB 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, 2013.
5
We evaluated our existing controls for the year ended December 31, 2013. 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, 2013. The identified material weaknesses did not result in material audit adjustments to our 2013 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 | MINE SAFETY DISCLOSURES. |
None
PART II
| 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 2013 and do not anticipate declaring or paying dividends in fiscal year 2014.
We had no equity compensation plan in 2013.
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| ITEM 6 | SELECTED FINANCIAL DATA. |
Summary of Financial Data
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| As of December 31, 2013 |
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| Revenues |
| $ | 0 |
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| Earnings (Loss) |
| $ | (33,834) |
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| Total Assets |
| $ | 18 |
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| Liabilities |
| $ | 81,106 |
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| Shareholders’ Equity (Deficit) |
| $ | (81,088) |
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| 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, 2013 and 2012.
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 2012 and 2013. As of December 31, 2013 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, 2013 we had cash of $18 and a negative working capital of $81,088. This compares with cash of $9,995 and negative working capital of $47,254 as of December 31, 2012.
Net cash used by operating activities totaled $19,892 for the year-ended December 31, 2013 consisting of a loss from operations of $33,834 and a change in accounts payable and accrued expenses of $13,942. This compares with net cash used in operating activities of $19,897 for the year-ended December 31, 2012 consisting of a loss from operations of $23,837 which was offset by a change in accounts payable and accrued expenses of $3,940.
There were no investing activities in either the year-ended December 31, 2013 or 2012.
Net cash provided by financing activities totaled $9,915 for the year-ended December 31, 2013 consisting of advances from the President of the Company of $14,250 which were offset by payments made against those advances of $4,335. This compares with net cash provided by financing activities of $29,790 for the year-ended December 31, 2012 consisting of advances from the President of the Company with no offsetting payments against those advances.
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.
7
Results of Operations . We did not have revenue for either the year-ended December 31, 2013 or 2012. For the year-ended December 31, 2013, we incurred $27,670 of administrative expenses compared to $20,387 for the year-ended December 31, 2012. For the year-ended December 31, 2013 we incurred $6,164 of interest expense on a note payable. This compares with $3,450 of interest expense for the year-ended December 31, 2012.
As a result of the foregoing, we incurred a loss of $33,834 for the year-ended December 31, 2013 compared to a loss of $23,837 for the year-ended December 31, 2012. Since incorporation we have incurred a loss of $183,088.
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 | CONTROLS AND PROCEDURES. |
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2013, these disclosure controls and procedures were ineffective to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
There have been no material changes in internal control over financial reporting that occurred during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Our evaluation of internal control over financial reporting includes using the COSO framework, an integrated framework for the evaluation of internal controls issued by the Committee of Sponsoring Organizations of the Treadway Commission, to identify the risks and control objectives related to the evaluation of our control environment.
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting. Based on our evaluation, management concluded that our internal control over financial reporting was ineffective for both of our fiscal years ended
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December 31, 2013 and December 31, 2012, in which there was no material weakness. A material weakness in internal control over financial reporting is defined by the Public Company Accounting Oversight Board’s Audit Standard No. 5 as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation requirements by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Controls
There have been no changes in our internal control over financial reporting that occurred during our fiscal year ended December 31, 2013 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
| ITEM 9B | OTHER INFORMATION. |
NONE
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PART III
| 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, 2013 are as follows:
Directors:
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| Name of Director | Age |
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| G. Reed Petersen | 68 |
Executive Officers:
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| Name of Officer | Age | Office |
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| G. Reed Petersen | 68 | President, Chief Executive Officer |
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| | | 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.
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| ITEM 11 | EXECUTIVE COMPENSATION. |
Summary Compensation Table
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| Annual Compensation |
| Long-Term Compensation |
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| Name and Principal Position | Year | Salary ($) | Bonus | Other Annual Compensation ($) |
| Restricted Stock Awards ($) | Securities Underlying Options (#) | LTIP Payouts ($) | All Other Compensation ($) |
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| G. Reed Petersen | 2012 | - | - | - |
| - | - | - | - |
| Officer and Director | 2013 | - | - | - |
| - | - | - | - |
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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, 2013. 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, 2013. 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, 2013. 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, 2013, 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 |
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| Common | G. Reed Petersen, President and Director |
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| 123,106 |
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| 68.01 | % |
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| | | | | | | | | | | | | | |
| Common | Max Kern |
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| 12,500 |
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| 6.91 | % |
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| All Directors and Officers as a group |
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| 135,606 |
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| 74.92 | % |
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The percent of class is based on 181,005 shares of common stock issued and outstanding as of December 31, 2013.
| ITEM 13 | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
During the year ended December 31, 2013, the President of the company advanced $14,250 to the Company in order to pay for expenses and continue the reporting requirements with the Securities and Exchange Commission. The Company paid $4,335 back to the President of the Company against these advances. The balance due to the President of the Company was $39,705 as of December 31, 2013. There were no other 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:
2013
2012
Auditing $ 7,642 $ 12,950
Tax services
Other servicesi ________ __________
Total $ 7,642 $ 12,950
PART IV
| 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 |
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| Page |
Report of Independent Registered Public Accounting Firm | F-13 |
Balance Sheets | F-14 |
Statements of Operations | F-15 |
Statements of Stockholders' Equity | F-16 |
Statements of Cash Flows | F-17 |
Notes to Financial Statements | F-18-21 |
| 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
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3.2*
By Laws
14.1*
Code of Ethics
| 31.1 | 302 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER |
| 31.2 | 906 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER |
| 32.1 | 302 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER |
| 32.2 | 906 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER |
*Previously filed.
12
SIGNATURE
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.
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| SEARS OIL AND GAS CORPORATION |
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| By: | /s/ G. Reed Petersen |
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| G. Reed Petersen |
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| President |
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| 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, |
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| Date: March 20, 2014 |
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13
PRITCHETT, SILER & HARDY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL CORPORATION
660 SOUTH 200 EAST, SUITE 300
SALT LAKE CITY, UTAH 84111
(801) 328-2727 FAX (801) 328-1123
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Sears Oil & Gas, Inc. (A Development Stage Company)
Salt Lake City, Utah
We have audited the accompanying balance sheet of Sears Oil & Gas, Inc. (a development stage company) as of December 31, 2013 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, 2013. 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 audit.
We conducted our audit 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 audit provides 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, Inc. (a development stage company) as of December 31, 2013 and the results of its operations and cash flows for the year then ended and for the period from inception on October 18, 2005 through December 31, 2013 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/ Pritchett, Siler & Hardy, P.C.
Pritchett, Siler & Hardy, P.C
Salt Lake City, Utah
March 17, 2014
F-1
Morrill & Associates, LLC
Certified Public Accountants
1448 North 2000 West, Suite 3
Clinton, Utah 84015
801-820-6233 Phone; 801-820-6628 Fax
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Sears Oil & Gas, Inc. (A Development Stage Company)
Salt Lake City, Utah
We have audited the accompanying balance sheet of Sears Oil & Gas, Inc. (a development stage company) as of December 31, 2012 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, 2012. 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 audit.
We conducted our audit 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 audit provides 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, Inc. (a development stage company) as of December 31, 2012 and the results of its operations and cash flows for the year then ended and for the period from inception on October 18, 2005 through December 31, 2012 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
March 28, 2013
F-2
| SEARS OIL AND GAS CORPORATION | ||||||||||
| (A Development Stage Company) | ||||||||||
| Balance Sheets | ||||||||||
| | | | | | | | | | | |
| ASSETS | ||||||||||
| | | | | | | | | | | |
| | | | | | | | December 31, | | December 31, | |
| | | | | | | | 2013 | | 2012 | |
| | | | | | | | | | | |
| CURRENT ASSETS | | | | | | | ||||
| | | | | | | | | | | |
| | Cash and cash equivalents | | | $ 18 | | $ 9,995 | ||||
| | | | | | | | | | | |
| | | TOTAL ASSETS | | | | $ 18 | | $ 9,995 | ||
| | | | | | | | | | | |
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| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||
| | | | | | | | | | | |
| CURRENT LIABILITIES | | | | | | | ||||
| | | | | | | | | | | |
| | Accounts payable | | | | $ 8,818 | | $ 1,040 | |||
| | Accrued interest | | | | 17,583 | | 11,419 | |||
| | Advances from related party | | | 39,705 | | 29,790 | ||||
| | Notes payable | | | | 15,000 | | 15,000 | |||
| | | | | | | | | | | |
| | | Total Current Liabilities | | | 81,106 | | 57,249 | |||
| | | | | | | | | | | |
| | | TOTAL LIABILITIES | | | 81,106 | | 57,249 | |||
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| STOCKHOLDERS' EQUITY (DEFICIT) | | | | | ||||||
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| | Common stock, $0.001 par value; 100,000,000 | | | | ||||||
| | | shares authorized, 181,005 shares | | | | | ||||
| | | issued and outstanding | | | 181 | | 181 | |||
| | Additional paid-in capital | | | 101,819 | | 101,819 | ||||
| | Deficit accumulated during the development stage | (183,088) | | (149,254) | ||||||
| | | | | | | | | | | |
| | | Total Stockholders' Equity (Deficit) | | (81,088) | | (47,254) | ||||
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| | TOTAL LIABILITIES AND | | | | | | ||||
| | | STOCKHOLDERS' EQUITY (DEFICIT) | $ 18 | | $ 9,995 | |||||
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| The accompanying notes are an integral part of these financial statements. F-3 | ||||||||||
| SEARS OIL AND GAS CORPORATION | |||||||||
| (A Development Stage Company) | |||||||||
| Statements of Operations | |||||||||
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| | | | | | | | | | From Inception on |
| | | | | | For the Years | | For the Years | | October 18, 2005 |
| | | | | | Ended | | Ended | | Through |
| | | | | | December 31, | | December 31, | | December 31, |
| | | | | | 2013 | | 2012 | | 2013 |
| | | | | | | | | | |
| NET REVENUES | | $ - | | $ - | | $ - | |||
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| OPERATING EXPENSES | | | | | | ||||
| | Selling, general and | | | | | | | ||
| | administrative | | 27,670 | | 20,387 | | 165,505 | ||
| | Interest expense | | 6,164 | | 3,450 | | 17,583 | ||
| | | | | | | | | | |
| | | Total Operating Expenses | 33,834 | | 23,837 | | 183,088 | ||
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| NET LOSS BEFORE | | | | | | | |||
| INCOME TAXES | | (33,834) | | (23,837) | | (183,088) | |||
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| PROVISION FOR INCOME TAXES | - | | - | | - | ||||
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| NET INCOME (LOSS) | | $ (33,834) | | $ (23,837) | | $ (183,088) | |||
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| BASIC NET LOSS PER SHARE | $ (0.19) | | $ (0.13) | | | ||||
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| WEIGHTED AVERAGE NUMBER | | | | | | ||||
| OF SHARES OUTSTANDING | 181,005 | | 181,005 | | | ||||
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| The accompanying notes are an integral part of these financial statements. F-4 | |||||||||
| SEARS OIL AND GAS COMPANY | |||||||||||
| (A Development Stage Company) | |||||||||||
| Statements of Stockholders' Equity (Deficit) From Inception on | |||||||||||
| October 18, 2005 through December 31, 2013 | |||||||||||
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| | | | | | Deficit | | |||||
| | | | | | Accumulated | | |||||
| | | | Additional | During the | Total |
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| | | Common Stock | Paid-In | Development | Stockholders' |
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| | | Shares | Amount | Capital | Stage | Equity | |||||
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| Balance at Inception on | | | | | | ||||||
| October 18, 2005 | - | $ - | $ - | $ - | $ - | ||||||
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| Issuance of common stock | | | | | | ||||||
| for services | 150,000 | 150 | 39,850 | - | 40,000 | ||||||
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| Net loss from inception to | | | | | | ||||||
| December 31, 2005 | - | - | - | (543) | (543) | ||||||
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| Balance, December 31, 2005 | 150,000 | 150 | 39,850 | (543) | 39,457 | ||||||
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| Net loss for the year ended | | | | | | ||||||
| December 31, 2006 | - | - | - | (39,186) | (39,186) | ||||||
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| Balance, December 31, 2006 | 150,000 | $ 150 | $ 39,850 | $(39,729) | $ 271 | ||||||
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| Issuance of common stock | | | | | | ||||||
| for services at $0.01 per share | 6,000 | 6 | 11,994 | - | 12,000 | ||||||
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| Issuance of common stock | | | | | | ||||||
| for cash at $0.01 per share | 25,000 | 25 | 49,975 | - | 50,000 | ||||||
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| Net loss for the year ended | | | | | | ||||||
| December 31, 2007 | - | - | - | (30,048) | (30,048) | ||||||
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| Balance, December 31, 2007 | 181,000 | 181 | 101,819 | (69,777) | 32,223 | ||||||
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| Net loss for the year ended | | | | | | ||||||
| December 31, 2008 | - | - | - | (40,586) | (40,586) | ||||||
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| Balance, December 31, 2008 | 181,000 | 181 | 101,819 | (110,363) | (8,363) | ||||||
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| Net loss for the year ended | | | | | | ||||||
| December 31, 2009 | - | - | - | (7,438) | (7,438) | ||||||
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| Balance, December 31, 2009 | 181,000 | 181 | 101,819 | (117,801) | (15,801) | ||||||
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| Net loss for the year ended | | | | | | ||||||
| December 31, 2010 | - | - | - | (3,516) | (3,516) | ||||||
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| Balance, December 31, 2010 | 181,000 | 181 | 101,819 | (121,317) | (19,317) | ||||||
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| Net loss for the year ended | | | | | | ||||||
| December 31, 2011 | - | - | - | (4,100) | (4,100) | ||||||
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| Balance, December 31, 2011 | 181,000 | 181 | 101,819 | (125,417) | (23,417) | ||||||
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| Net loss for the year ended | | | | | | ||||||
| December 31, 2012 | - | - | - | (23,837) | (23,837) | ||||||
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| Balance, December 31, 2012 | 181,000 | 181 | 101,819 | (149,254) | (47,254) | ||||||
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| Fractional shares issued in reverse | | | | | | ||||||
| stock split | 5 | - | - | - | - | ||||||
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| Net loss for the year ended | | | | | | ||||||
| December 31, 2013 | - | - | - | (33,834) | (33,834) | ||||||
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| Balance, December 31, 2013 | 181,005 | $ 181 | ######## | ######## | $(81,088) | ||||||
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| The accompanying notes are an integral part of these financial statements. F-5 | |||||||||||
| SEARS OIL AND GAS CORPORATION | ||||||||||||||||
| (A Development Stage Company) | ||||||||||||||||
| Statements of Cash Flows | ||||||||||||||||
| | | | | | | | | | From Inception on | |||||||
| | | | | | For the Years | | For the Years | | October 18, 2005 | |||||||
| | | | | | Ended | | Ended | | Through | |||||||
| | | | | | December 31, | | December 31, | | December 31, | |||||||
| | | | | | 2013 | | 2012 | | 2013 | |||||||
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| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |||||||||||
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| Net loss | | | $ (33,834) | | $ (23,837) | | $ (183,088) | |||||||||
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| Adjustments to reconcile net loss | | | | | | |||||||||||
| to net cash used by operating activities: | | | | | | |||||||||||
| | Common stock issued for services rendered | - | | - | | 52,000 | ||||||||||
| Changes in operating assets and liabilities: | | | | | | |||||||||||
| | | Accounts payable and accrued expenses | 13,942 | | 3,940 | | 26,401 |
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| | | Net Cash Used by Operating Activities | (19,892) | | (19,897) | | (104,687) |
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| CASH FLOWS FROM INVESTING ACTIVITIES | - | | - | | - | |||||||||||
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| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | |||||||||||
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| | Proceeds from issuance of common stock | - | | - | | 50,000 | ||||||||||
| | Proceeds from notes payable | - | | - | | 15,000 | ||||||||||
| | Advances from related party | 14,250 | | 29,790 | | 44,040 | ||||||||||
| | Payments on advances from related party | (4,335) | | - | | (4,335) | ||||||||||
| | | | | | | | | | | |||||||
| | | Net Cash Provided by Financing Activities | 9,915 | | 29,790 | | 104,705 |
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| INCREASE (DECREASE) IN CASH | | | | | | |||||||||||
| AND CASH EQUIVALENTS | (9,977) | | 9,893 | | 18 | |||||||||||
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| CASH AND CASH EQUIVALENTS | | | | | | |||||||||||
| AT BEGINNING OF PERIOD | 9,995 | | 102 | | - | |||||||||||
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| CASH AND CASH EQUIVALENTS | | | | | | |||||||||||
| AT END OF PERIOD | | $ 18 | | $ 9,995 | | $ 18 | ||||||||||
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| SUPPLEMENTAL DISCLOSURES: | | | | | | |||||||||||
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| | Cash paid for interest | | $ - | | $ - | | $ - | |||||||||
| | Cash paid for income taxes | $ - | | $ - | | $ - | ||||||||||
| The accompanying notes are an integral part of these financial statements. | ||||||||||||||||
F-6
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F-7
SEARS OIL AND GAS CORPORATION
Notes to the Financial Statements
December 31, 2013 and 2012
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, 2013 |
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| Loss (Numerator) | Shares (Denominator) | Per Share Amount |
| $ (33,834) | 181,005 | $ (0.19) |
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| For the Year Ended December 31, 2012 |
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| Loss (Numerator) | Shares (Denominator) | Per Share Amount |
| $ (23,837) | 181,005 | $ (0.13) |
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.
F-8
SEARS OIL AND GAS CORPORATION
Notes to the Financial Statements
December 31, 2013 and 2012
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
| c. Income Taxes | |
The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10. FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained will be sustained upon examination based upon the technical merits of the position. If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards 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 basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than 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.
At December 31, 2013 the Company had net operating loss carryforwards of approximately $183,088 that may be offset against future taxable income through 2033. No tax benefits have been reported in the financial statements, because the potential tax benefits of the net operating loss carry forwards are 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 carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in the future.
Net deferred tax assets consist of the following components as of December 31, 2013 and 2012:
| | 2013 | | 2012 |
| Deferred tax assets: | | | |
| NOL Carryover | $ 71,403 | | $ 58,208 |
| Valuation allowance | (71,403) | | (58,208) |
| Net deferred tax asset | $ - | | $ - |
The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 39% to pretax income from continuing operations for the years ended December 31, 2013 and 2012 due to the following:
| | 2013 | | 2012 |
| Current Federal Tax | $ - | | $ - |
| Current State Tax | - | | - |
| Change in NOL Benefit | 13,195 | | 9,296 |
| Valuation allowance | (13,195) | | (9,296) |
| | $ - | | $ - |
F-9
SEARS OIL AND GAS CORPORATION
Notes to the Financial Statements
December 31, 2013 and 2012
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
| | | Year ended December 31, | ||
| | | 2013 | | 2012 |
| Beginning balance | | $ - | | $ - |
| Additions based on tax positions related to current year | | - | | - |
| Additions for tax positions of prior years | | - | | - |
| Reductions for tax positions of prior years | | - | | - |
| Reductions in benefit due to income tax expense | | - | | - |
| Ending balance | | $ - | | $ - |
At December 31, 2013, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate.
The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.
The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes. As of December 31, 2013 and 2012, the Company had no accrued interest or penalties related to uncertain tax positions.
The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2013, 2012 and 2011.
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
On January 1, 2008, the Company adopted FASB ASC 820-10-50, “Fair Value Measurements.” This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.
The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.
F-10
SEARS OIL AND GAS CORPORATION
Notes to the Financial Statements
December 31, 2013 and 2012
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
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, 2013 and 2012.
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, 2013, the Company has no cash in excess of insured limits.
i. Revenue Recognition
The Company will determine its revenue recognition policy when it determines a business model and achieves successful operations.
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 to be determined based on the nature of the assets.
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.
F-11
SEARS OIL AND GAS CORPORATION
Notes to the Financial Statements
December 31, 2013 and 2012
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.
NOTE 4 – ADVANCES FROM RELATED PARTY
During the year ended December 31, 2013, the President of the Company advanced money to the Company in order to pay for expenses and continue the reporting requirements with the Securities and Exchange Commission. The advances are non-interest bearing. As of December 31, 2013, the balance due on these advances was $39,705.
NOTE 5 - NOTES PAYABLE
Notes payable for the years ended December 31, 2013 and 2012 consisted of the following:
Note payable to an individual dated February 15, 2009, interest at 10% per annum, due on February 15, 2010, in default.
NOTE 6 –STOCKHOLDERS EQUITY
In March 2013 the Company completed a 200 for 1 reverse stock split. Prior to the reverse split there were 36,200,000 shares outstanding. Following the reverse split there were 181,005 shares outstanding including 5 fractional shares issued. The financial statements have been retroactively restated to reflect the reverse split.
NOTE 7 –SUBSEQUENT EVENTS
The Company has evaluated subsequent events for the period of December 31, 2013 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.
F-12
Exhibit 31.1
Section 302 Certification of Chief Executive Officer
I, G. Reed Petersen, certify that:
1. I have reviewed this annual report on Form 10-K of Sears Oil and Gas Corporation.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I; are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls.
6. The registrant's other certifying officers and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant efficiencies and material weaknesses.
Date: March 20, 2014
/s/ G. Reed Petersen
----------------------------------
G. Reed Petersen
Chief Executive Officer
Exhibit 31.2
Section 302 Certification of Chief Financial Officer
I, G. Reed Petersen, certify that:
1. I have reviewed this annual report on Form 10-K of Sears Oil and Gas Corporation.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I; are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to
the filing date of this report (the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls.
6. The registrant's other certifying officers and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant efficiencies and material weaknesses.
Date: March 20, 2014
/s/ G. Reed Petersen
----------------------------------
G. Reed Petersen
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SEC. 1350
(SECTION 906 OF SARBANES-OXLEY ACT OF 2002)
In connection with the Annual Report of, Sears Oil and Gas Corporation (the "Company") on Form 10-K for the period ending December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, G. Reed Petersen, President, Chief Executive Officer, and Director of the Company, hereby certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: March 20, 2014
By: /s /G.Reed Petersen
-----------------------------------------------
G. Reed Petersen, President,
Chief Executive Officer,
and Director
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SEC. 1350
(SECTION 906 OF SARBANES-OXLEY ACT OF 2002)
In connection with the Annual Report of, Sears Oil and Gas Corporation (the "Company") on Form 10-K for the period ending December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, G. Reed Petersen, Treasurer, Secretary Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: March 20, 2014
By: /s/ G. Reed Petersen
-----------------------------------------------
G. Reed Petersen, Treasurer, Secretary
Chief Financial Officer