UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

Form 10-Q

 

 

Quarterly Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

For the Quarterly Period Ended June 30, 2012

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		(I.R.S. Employer
incorporation or organization)		Identification No.)

 

3625 Cove Point Drive

Salt Lake City, Utah 84109

(801) 209-0740

 (Registrant’s address and telephone number, including area code)

 

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   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 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		Smaller reporting company  x
(Do not check if a smaller reporting company)

 

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  

 

 

 

36,200,000 shares of Common Stock, par value $0.001, were outstanding on January 31, 2013.

 

 

 

SEARS OIL & GAS CORPORATION

 

INDEX

 

	Page
	Number
PART I - FINANCIAL INFORMATION	3
Item 1 – Financial Statements -Unaudited	3
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Cash Flows	F-4
Notes to Financial Statements	F-5
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3 – Quantitative and Qualitative Disclosure About Market Risk	5
Item 4 – Controls and Procedures	5
PART II – OTHER INFORMATION	7
Item 1 - Legal Proceedings	7
Item 2 – Unregistered Sales of  Equity Securities and Use of Proceeds	7
Item 3 - Defaults upon Senior Securities	7
Item 4 – Submission of Matters to a Vote of Security Holders	7
Item 5 - Other Information	7
Item 6 – Exhibits	7
Signatures	8

 

 

 

 

PART I ― FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

SEARS OIL AND GAS CORPORATION

(A Development Stage Company)

 

 

FINANCIAL STATEMENTS

 

 

June 30, 2012

(Unaudited)

 

 

 

 

C O N T E N T S

 

		Page(s)
Balance Sheets		F-2
Statements of Operations		F-3
Statements of Cash Flows		F-4
Notes to the Financial Statements		F-5

 

 

 

 

 

SEARS OIL AND GAS CORPORATION
(A Development Stage Company)
Balance Sheets
ASSETS
		June 30,				December 31,
		2012				2011
		(Unaudited)
CURRENT ASSETS
Cash and cash equivalents		$	8,965			$	102
TOTAL ASSETS		$	8,965			$	102
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable		$	900			$	550
Accrued interest			9,694				7,969
Advances from related party			9,345				—
Notes payable			15,000				15,000
Total Current Liabilities			34,939				23,519
TOTAL LIABILITIES			34,939				23,519
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value; 75,000,000 shares
authorized, 36,200,000 shares issued and outstanding			36,200				36,200
Additional paid-in capital			65,800				65,800
Deficit accumulated during the development stage			(127,974	)			(125,417	)
Total Stockholders' Equity (Deficit)			(25,974	)			(23,417	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	8,965			$	102
The accompanying notes are an integral part of these financial statements.

 

 

 

SEARS OIL AND GAS CORPORATION
(A Development Stage Company)
Statements of Operations
(Unaudited)
																		From Inception
																		on October 18,
		For the Three Months Ended								For the Six Months Ended								2005 Through
		June 30,								June 30,								June 30,
		2012				2011				2012				2011				2012
NET REVENUES		$	—			$	—			$	—			$	—			$	—
OPERATING EXPENSES
Selling, general and administrative			530				165				832				430				118,280
Interest expense			863				863				1,725				1,725				9,694
Total Operating Expenses			1,393				1,028				2,557				2,155				127,974
NET LOSS BEFORE INCOME TAXES			(1,393	)			(1,028	)			(2,557	)			(2,155	)			(127,974	)
PROVISION FOR INCOME TAXES			—				—				—				—				—
NET LOSS		$	(1,393	)		$	(1,028	)		$	(2,557	)		$	(2,155	)		$	(127,974	)
BASIC NET LOSS PER SHARE		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING			36,200,000				36,200,000				36,200,000				36,200,000
The accompanying notes are an integral part of these financial statements.

 

 

 

 

SEARS OIL AND GAS CORPORATION
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
										From Inception
										on October 18,
		For the Six Months Ended								2005 Through
		June 30,								June 30,
		2012				2011				2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(2,557	)		$	(2,155	)		$	(127,974	)
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			2,075				1,975				10,594
Net Cash Used by Operating Activities			(482	)			(180	)			(65,380	)
CASH FLOWS FROM INVESTING ACTIVITIES			—				—				—
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock			—				—				50,000
Proceeds from notes payable			—				—				15,000
Advances from related party			9,345				—				9,345
Net Cash Provided by Financing Activities			9,345				—				74,345
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS			8,863				(180	)			8,965
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD			102				202				—
CASH AND CASH EQUIVALENTS AT
END OF PERIOD		$	8,965			$	22			$	8,965
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest		$	—			$	—			$	—
Cash paid for income taxes		$	—			$	—			$	—
The accompanying notes are an integral part of these financial statements.

 

 

 

SEARS OIL & GAS, INC.

(A Development Stage Company)

Notes to the Financial Statements

June 30, 2012 and 2011

 

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

 

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2012 and for all periods presented have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2011 audited financial statements.  The results of operations for the periods ended June 30, 2012 and 2011 are not necessarily indicative of the operating results for the full year.

 

NOTE 2 - GOING CONCERN

 

The Company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has had no revenues and has generated losses from operations.

 

In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resources and to develop a consistent source of revenues.  Management’s plans include of investing in and developing all types of businesses related to the entertainment industry.

 

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 might be necessary if the Company is unable to continue as a going concern.

 

NOTE 3 – ADVANCES FROM RELATED PARTY

 

During the quarter ended June 30, 2012, 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 and can be capped at $20,000.00. As of June 30, 2012, the balance due on these advances was $9,345.00

 

NOTE 4 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events for the period of June 30, 2012 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.

 

 

 

 

 

 

Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operations .

 

FORWARD LOOKING STATEMENTS

 

This report contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing and actual results may differ materially from historical results or our predictions of future results.

 

General

 

Sears Oil & Gas Corporation (the “Company”) is a development stage company that was incorporated on October 18, 2005, in the state of Nevada. The Company was organized for the purpose of exploiting the opportunities that exists in the oil and gas sector. The Company has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings. Since becoming incorporated, Sears Oil & Gas has not made any significant purchase or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations and the Company owns no subsidiaries.  The fiscal year end is December 31st.  The Company has not had revenues from operations since its inception and/or any interim period in the current fiscal year.

 

Plan of Operation

 

Three months ended June 30, 2012 Compared to the Three months ended June 30, 2011

 

For both the three months-ended June 30, 2012 and 2011, the Company had no revenue. For the three months-ended June 30, 2012, the Company incurred $530 of selling, general and administrative expenses compared to $165 for the corresponding period of the prior year. For both the three months-ended June 30, 2012 and 2011, the Company also incurred $863 of interest expense on a note payable.

 

As a result of the foregoing the Company incurred a loss of $1,393 for the three months-ended June 30, 2012 compared to a loss of $1,028 for the corresponding period of the prior year.

 

Six months ended June 30, 2012 Compared to the Six months ended June 30, 2011

 

For both the six months ended June 30, 2012 and 2011, the Company had no revenue. For the six months ended June 30, 2012, the Company incurred $832 of selling, general and administrative expenses compared to $430 for the corresponding period of the prior year. For both the six months ended June 30, 2012 and 2011, the Company also incurred $1,725of interest expense on a note payable.

 

As a result of the foregoing, the Company incurred a loss of $2,557 for the six-months ended June 30, 2012 compared to a loss of $2,155 for the corresponding period of the prior year.

 

Liquidity

 

As of June 30, 2012, the Company had $8,965 of cash and negative working capital of $25,974. This compares with cash of $102 and negative working capital of $23,417 as of December 31, 2011.

 

For the six months-ended June 30, 2012, operating activities used $482 consisting of the loss of $2,557 which was partially offset by changes in accounts payable and accrued expenses of $2,075. This compares with $180 used in operations for the corresponding period of the prior year, consisting of the loss of $2,155 which was offset by changes in accounts payable and accrued expenses of $1,975.

 

There were no investing activities during either the six months-ended June 30, 2012 or 2011.

 

For the six months-ended June 30, 2012, financing activities provided $9,345 to the Company as advances from a related party. There were no financing activities for the six months-ended June 30, 2011.

 

As a result of the foregoing, there was a net increase in cash of $8,863 for the six months-ended June 30, 2012 from the cash on hand as of December 31, 2011.

 

From the date of inception (October 18th, 2005) to June 30, 2012 the Company has recorded a net loss of $127,974 most of which were expenses relating to the initial development of the Company, filing its Registration Statement on Form S-1, and expenses relating to maintaining Reporting Company status with the SEC.  In order to survive as a going concern, the Company will require additional capital investments or borrowed funds to meet cash flow projections and carry forward our business objectives. There can be no guarantee or assurance that we can raise adequate capital from outside sources to fund the proposed business. Failure to secure additional financing would result in business failure and a complete loss of any investment made into the Company.

 

The Company filed a registration statement on Form S-1 on July 21, 2008, which was deemed effective on July 25, 2008.  The Company received no funds from this offering. The registration was done for the benefit of the selling shareholders and we continue to fund the expenses associated with maintaining a reporting company status.

 

To date there is no public market for the Company’s common stock. There can be no guarantee or assurance that a public market will ever exist for the common stock. Failure to create a market for the Company’s common stock would result in business failure and a complete loss of any investment made into the Company.

 

Employees

 

There were no employees of the Company, excluding the current President and Director, G. Reed Petersen and the Company does not anticipate hiring any additional employees within the next twelve months.

 

Off-Balance Sheet Arrangements

 

The Company did not have any off-balance sheet arrangements that had or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not Applicable

 

Item 4. Controls and Procedures

 

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Company's internal control over financial reporting is a process designed under the supervision of the Company's Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

 

As of June 30, 2012, management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

 

The matters involving internal controls and procedures that the Company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the review of our financial statements as of June 30, 2012 and communicated the matters to our management.

 

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's determination to its financial statements for the future years.

 

We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company:

  

i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

 

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.

 

We will continue to monitor and  evaluate  the  effectiveness  of our  internal controls and procedures and our internal controls over financial reporting on an ongoing  basis and are  committed  to taking  further  action  and  implementing additional enhancements or improvements, as necessary and as funds allow.

 

Changes in Internal Controls.

 

There were no significant changes in the Company's internal controls or, to the Company's knowledge, in other factors that could significantly affect these controls subsequent to the date of their evaluation.

 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

 

No director, officer, or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

 

Item 1A. Risk Factors

 

This item is not applicable to smaller reporting companies.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Submission of Matters to Vote of Security Holders

 

None.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

	(a)     Exhibits furnished as Exhibits hereto:

 

Exhibit No.		Description
31.1		Certification of G. Reed Petersen pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

Signature

 

Pursuant to the requirements 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 & Gas Corporation
Date: February 20,2013	By:	/ s / G. Reed Petersen
		G. Reed Petersen
		President, Chief Executive Officer, Chief Financial Officer