10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 10-Q

(Mark One)

þ Quarterly  report  pursuant  to  Section  13  or  15(d)  of  the  Securities  Exchange  Act  of  1934  for  the quarterly period endedJune 30, 2018.

o Transition  report  pursuant  to  Section  13  or  15(d)  of  the  Securities  Exchange  Act  of  1934  for  the transition period from

_________________________ to _______________________.

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.)

1661 Lakeview Circle

Ogden, Utah 84403

(801) 399-3632

 (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. Yesx No

o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes xNoo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer  o
Non-accelerated filer o	Smaller reporting company  x
(Do not check if a smaller reporting company) Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o

Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act).Yesx

No  o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the issuer’s common stock, $0.001 par value (the only class of voting stock), was 3,181,005 on August 14, 2018.

1

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	7
Item 4 – Controls and Procedures	7
PART II – OTHER INFORMATION	8
Item 1 - Legal Proceedings	8
Item 1A–Risk Factors	8
Item 2 – Unregistered Sales of  Equity Securities and Use of Proceeds	8
Item 3 - Defaults upon Senior Securities	8
Item 4 – Mine Safety Disclosures	8
Item 5 - Other Information	8
Item 6 – Exhibits	8
Signatures	9
Index to Exhibits	9

2

PART I ― FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  These statements are based on management’s beliefs and assumptions, and on information currently available to management.  Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider,” or similar expressions are used.

Forward-looking statements are not guarantees of future performance.  They involve risks, uncertainties, and assumptions.  Our future results and shareholder values may differ materially from those expressed in these forward-looking statements.  Readers are cautioned not to put undue reliance on any forward-looking statements.  

Item 1. – Financial Statements

As used herein, the terms “Sears Oil and Gas”, “we,” “our,” and “us” refer to Sears Oil and Gas Corporation, a Nevada corporation, unless otherwise indicated. The unaudited financial statements of registrant for the six months ended June 30, 2018 and 2017 follow. The condensed financial statements reflect all adjustments that are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.  All such adjustments are of a normal and recurring nature.

3

 SEARS OIL AND GAS CORPORATION

INDEX TO FINANCIAL STATEMENTS

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

SEARS OIL AND GAS CORPORATION
Balance Sheets
			30-Jun-18	31-Dec-17
ASSETS
CURRENT ASSETS
	Cash and cash equivalents		$                               64	$                             534
		TOTAL ASSETS	$                               64	$                             534
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
	Accounts payable		$                        32,920	$                        21,231
	Accrued interest - related parties		56,126	45,584
	Loans payable - related parties		124,678	112,803
	Convertible notes payable - related parties		55,000	55,000
		Total Current Liabilities	268,724	234,618
		TOTAL LIABILITIES	268,724	234,618
STOCKHOLDERS' EQUITY (DEFICIT)
	Common Stock value		3,181	3,181
	Additional paid-in capital		342,343	342,343
	Accumulated deficit		(614,184)	(579,608)
		Total Stockholders' Equity	(268,660)	(234,084)
		TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$                               64	$                             534
The accompanying notes are an integral part of these financial statements.

SEARS OIL AND GAS CORPORATION
Statements of Operations
			For the Three Months Ended June 30, 2018	For the Three Months Ended June 30, 2017	For the Six Months Ended June 30, 2018	For the Six Months Ended June 30, 2017
REVENUES
NET REVENUES			$                                  -	$                                  -	$                               -	$                                -
OPERATING EXPENSES
	Selling, general and administrative		16,182	11,518	24,034	14,185
		Total Operating Expenses	16,182	11,518	24,034	14,185
LOSS FROM OPERATIONS			(16,182)	(11,518)	(24,034)	(14,185)
OTHER INCOME (EXPENSES)
	Interest expense		(5,360)	(8,528)	(10,542)	(16,368)
		Total Other Income (Expenses)	(5,360)	(8,528)	(10,542)	(16,368)
LOSS BEFORE INCOME TAXES			(21,542)	(20,046)	(34,576)	(30,553)
PROVISION FOR INCOME TAXES			-	-	-	-
NET INCOME (LOSS)			$                      (21,542)	$                      (20,046)	$                    (34,576)	$                    (30,553)
BASIC NET LOSS PER SHARE			$                          (0.01)	$                          (0.11)	$                        (0.01)	$                        (0.17)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING			3,181,005	181,005	3,181,005	181,005
The accompanying notes are an integral part of these financial statements.

SEARS OIL AND GAS CORPORATION
Statements of Cash Flows
			For the Six Months Ended June 30, 2018	For the Six Months Ended June 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Profit loss			$                      (34,576)	$                      (30,553)
Adjustments to reconcile net loss to net cash used by operating activities:
		Accounts payable	11,689	13,611
		Accrued interest - related parties	10,542	8,742
		Net Cash Used by Operating Activities	(12,345)	(8,200)
CASH FLOWS FROM INVESTING ACTIVITIES			-	-
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from loans payable - related parties		11,875	8,200
		Net Cash Provided by Financing Activities	11,875	8,200
DECREASE IN CASH AND CASH EQUIVALENTS			(470)	-
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			534	93
CASH AND CASH EQUIVALENTS AT END OF PERIOD			$                               64	$                               93
SUPPLEMENTAL DISCLOSURES:
	Cash paid for interest		$                                  -	$                                  -
	Cash paid for income taxes		$                                  -	$                                  -
The accompanying notes are an integral part of these financial statements.

F-4

SEARS OIL & GAS, INC.

Notes to the Financial Statements

June 30, 2018

(Unaudited)

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, 2018 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, 2017 audited financial statements.  The results of operations for the period ended June 30, 2018 are not necessarily indicative of the operating results for the full year.

NOTE 2 - 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.  The Company has had no revenues and has generated losses from operations. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and 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 – RELATED PARTY TRANSACTIONS

During the six months ended June 30, 2018 and 2017, the Company received loans in the amount of $11,875 and $8,200 from related parties of the Company.  These loans accrue interest at the rate of 12% per annum, are due on demand and are not convertible into common stock of the Company.  The balances due on loans payable to related parties were $124,678 and $112,803 plus accrued interest of $56,126 and $45,584 as of June 30, 2018 and December 31, 2017, respectively.  

Beginning August 2017, the Company entered into an oral agreement to pay the Company’s sole director $500 per month as payment for use of his personal residence as the Company’s office and mailing address.  The Company has recorded rent expense of $3,000 during the six months ended June 30, 2018 which is included in the selling, general and administrative expenses on the statements of operations.

During the three months ended September 30, 2017, a convertible promissory note held by two non-affiliated entities was assigned to the Company’s sole director and majority shareholder, and subsequently converted into common stock as noted in Note 4.

F-5

SEARS OIL & GAS, INC.

Notes to the Financial Statements

June 30, 2018

(Unaudited)

NOTE 4 – CONVERTIBLE PROMISSORY NOTES

In March 2014, the Company issued a $40,000 convertible promissory note to the sole officer and director of the Company and a $15,000 convertible promissory note to another affiliated shareholder (the “Convertible Notes”). The Convertible Notes had a term of one year expiring March 2015, and are now payable on demand, and accrue interest at the rate of 12% per annum. The holders of the Convertible Notes, may, at their option, convert all or any portion of the outstanding principal balance of, and all accrued interest on the Convertible Notes into shares of the Company’s common stock, par value $0.001 per share, at a conversion rate of $1.00 per share.  Accrued interest on the Convertible Notes totaled $28,154 and $24,881 at June 30, 2018 and December 31, 2017, respectively.

During the year ended December 31, 2009, a shareholder of the Company loaned $15,000 to the Company.  The note was later assigned to two non-affiliated entities.  During the three months ended September 30, 2017, the note was assigned to the Company’s sole director and majority shareholder. The Note was accruing interest at the default rate of 23% per annum.  The holder of the Note had the option to convert all of the outstanding principal balance of, and all accrued interest on the Note into 3,000,000 shares of the Company’s common stock, par value $0.001 per share.  During the three months ended September 30, 2017, the convertible promissory note along with accrued interest of $63,730 was converted into 3,000,000 shares of common stock.

NOTE 5 – SUBSEQUENT EVENTS

On July 18, 2018 the Company entered into a non-binding letter of intent to acquire certain assets from Human Brands, Inc.  The Letter of Intent states that if the Company closes on such acquisition of assets that the purchase price will be paid in full by the payment of $50,000 in cash and 6,000,000 shares of the Company’s common stock.  There can be no assurance that the acquisition proposed by the Letter of Intent will be completed.

F-6

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.

Overview

We were incorporated on October 18, 2005, in the state of Nevada for the purpose of exploiting the opportunities that exist in the oil and gas sector. We have never declared bankruptcy, never been in receivership, and never been involved in any legal action or proceedings. Since our organization we have not made any significant purchase or sale of assets, nor have we been involved in any mergers, acquisitions or consolidations.  We have no subsidiaries and our fiscal year end is December 31st.  We have not had revenues from operations since our inception.

We are a shell company as that term is defined under federal securities laws. Our business plan is to seek to acquire assets or shares of an entity actively engaged in business that generates revenues in exchange for our securities.  We will not restrict our search to any specific business, industry, or geographical location and we may participate in a business venture of virtually any kind or nature.  This discussion of the proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities.  Management anticipates that it may be able to participate in only one potential business venture because we have nominal assets and limited financial resources.  This lack of diversification should be considered a substantial risk to our stockholders because it will not permit us to offset potential losses from one venture against gains from another.

Plan of Operations

We currently plan to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation and, to a lesser extent that desires to employ our funds in its business. Our principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

The analysis of new business opportunities will be undertaken by or under the supervision of Mark A. Scharmann, our sole officer and director. We have not had any conversations with potential merger or acquisition targets nor have we entered into any definitive agreement with any party.  In our efforts to analyze potential acquisition targets, we may consider the following kinds of factors:

•

Potential for growth, indicated by new technology, anticipated market expansion or new products;

•

Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

•

Strength and diversity of management, either in place or scheduled for recruitment;

•

Capital requirements and anticipated availability of required funds, to be provided by us or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

•

The cost of participation by us as compared to the perceived tangible and intangible values and potentials;

•

The extent to which the business opportunity can be advanced;

•

The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and

•

Other relevant factors.

In applying the foregoing criteria, no one of which will be controlling, our management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data.  Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the limited capital we have available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

The manner in which we participate in an opportunity will depend upon the nature of the opportunity, our respective needs and desires as well as those of the promoters of the opportunity, and the relative negotiating strength of ourselves and such promoters.

It is likely that we will acquire our participation in a business opportunity through the issuance of common stock or other securities. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), depends upon the issuance to the stockholders of the acquired company of at least 80% of the common stock of the combined entities immediately following the reorganization. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 10% of the total issued and outstanding shares. This could result in substantial additional dilution to the equity of those who were our stockholders prior to such reorganization.

Our present stockholders will likely not have control of a majority of our voting shares following a reorganization transaction. As part of such a transaction, our current director may resign and new directors may be appointed without any vote by stockholders.

In the case of an acquisition, the transaction may be accomplished upon the sole determination of our management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving our company, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding shares. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval if possible.

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in our loss of the related costs incurred.

During the six month period ending June 30, 2018 we had only minimal expenses, which mainly consisted of filing fees and expenses associated with our ongoing public reporting expenses, legal fees and minimal fees associated with searching out potential merger or acquisition targets.

We do not currently engage in any business activities that provide us with positive cash flows. As such, the costs of investigating and analyzing business combinations for the next approximately 12 months and beyond will be paid with our current cash and if necessary, with additional funds raised through other sources, which may not be available on favorable terms, if at all.

Our principal executive office is currently located at the home of Mark A. Scharmann, our sole officer and director. Beginning August 2017, the Company entered into an oral agreement to pay Mr. Scharmann $500 per month as payment for use of his personal residence as the Company’s office and mailing address.   During the next 12 months we anticipate incurring costs related to:

·

filing of our quarterly, annual and other reports under the Securities Exchange Act of 1934, including legal, accounting and filing fees, and

·

costs relating to consummating an acquisition.

We do not believe that we will be able to meet these costs with our current cash on hand and will require additional debt or equity funding in order to maintain operations.

Results of Operation

Three months June 30, 2018 compared to the three months ended June 30, 2017

For the three months ended June 30, 2018 and 2017, the Company had no revenue.  For the three months ended June 30, 2018, the Company incurred $16,182 of selling, general and administrative expenses compared to $11,518 for the three months ended June 30, 2017.  Such expenses consist primarily of legal and accounting fees as well as annual fees required to maintain the Company’s corporate status.  For the three months ended June 30, 2018, the Company incurred $5,360 of interest expense on notes payable compared to $8,528 for the three months ended June 30, 2017.  The decrease in interest expense is mainly due to the payoff of the convertible promissory note in September of 2017.  See Note 4 in the notes to the financial statements.    

As a result of the foregoing, the Company incurred a loss of $21,542 and $20,046, respectively, for the three months ended June 30, 2018 and 2017.    

Six months June 30, 2018 compared to the six months ended June 30, 2017

For the six months ended June 30, 2018 and 2017, the Company had no revenue.  For the six months ended June 30, 2018, the Company incurred $24,034 of selling, general and administrative expenses compared to $14,185 for the six months ended June 30, 2017.  Such expenses consist primarily of legal and accounting fees as well as annual fees required to maintain the Company’s corporate status.  For the six months ended June 30, 2018, the Company incurred $10,542 of interest expense on notes payable compared to $16,368 for the six months ended June 30, 2017.  The decrease in interest expense is mainly due to the payoff of the convertible promissory note in September of 2017.  See Note 4 in the notes to the financial statements.    

As a result of the foregoing, the Company incurred a loss of $34,576 and $30,553, respectively, for the six months ended June 30, 2018 and 2017.    

Liquidity

As of June 30, 2018, the Company had $64 of cash and negative working capital of $268,660.  This compares with cash of $534 and negative working capital of $234,084 as of December 31, 2017.

For the six months ended June 30, 2018, the Company used cash of $12,345 in operations consisting of the loss of $34,576 which was offset by changes in accounts payable of $11,689 and changes in accrued interest due to related parties of $10,542. This compares with $8,200 used in operations for the six months ended June 30, 2017 consisting of the loss of $30,553 which was offset by changes in accounts payable of $13,611 and changes in accrued interest due to related parties of $8,742.

There were no investing activities during either the six months ended March 31, 2018 or 2017.

For the six months ended June 30, 2018, financing activities provided $11,875 to the Company compared to $8,200 during the six months ended June 30, 2017.  These financing activities consisted of proceeds from loans payable to related parties.     

As a result of the foregoing, there was a decrease of $470 in cash for the six months ended June 30, 2018 from the cash on hand as of December 31, 2017.  

From the date of inception (October 18, 2005) to June 30, 2018, the Company has recorded an accumulated deficit of $614,184, most of which were expenses relating to the initial development of the Company and maintaining reporting company status with the SEC over the past 10 years.  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.

Our ability to continue as a going concern in the next 12 months depends on our ability to obtain sources of capital to fund our continuing operations and to seek out potential merger and acquisition partners. As of June 30, 2018, our remaining cash balance is not sufficient to cover our current liabilities, obligations and working capital needs for the balance of 2018. We will continue to rely on loans from management and/or affiliated shareholders or we may raise additional capital through an interim financing to meet our general cash flow requirements until such time as we are able to complete the acquisition of an operating company.  There are no assurances, however, that we will be able raise the necessary additional capital, in which event we may be required

4

to consider a premature reverse merger or business combination upon terms which may not be as favorable to our stockholders as a transaction in the future.

Employees

There were no employees of the Company, excluding the current President and Director, Mark A. Scharmann and the Company does not anticipate hiring any additional employees within the next twelve months.  No compensation has been paid to Mr. Scharmann.  

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

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4. Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a Company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods

5

specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, the chief executive officer and chief financial officer concluded that the disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in the Company’s periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified.  The Company’s chief executive officer and chief financial officer also concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.  

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. Mine Safety Disclosures

None.

Item 5. Other Information

On July 18, 2018 the Company entered into a non-binding letter of intent to acquire certain assets from Human Brands, Inc.  The Letter of Intent provides that if the Company closes on such acquisition of assets that the purchase price will be paid in full by the payment of $50,000 in cash and 6,000,000 shares of the Company’s common stock.  There can be no assurance that the acquisition proposed by the Letter of Intent will be completed. The Company filed a Form 8-K on July 23, 2018, that further discussed the proposed acquisition and the Form 8-K.  The Letter of Intent was attached as an Exhibit to the Form 8-K.

Item 6. Exhibits

Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits for this Form 10-Q, and are incorporated herein by this reference.

 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.

Date: August 14, 2018

Sears Oil & Gas Corporation

By: /s/ Mark A. Scharmann                               

Mark A. Scharmann, President, Chief Executive Officer,

Principal Financial and Accounting Officer 

Exhibit No.	Description
31.1	Certification of the Principal Executive and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Principal Executive and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101. INS

XBRL Instance Document^†

101. PRE

XBRL Taxonomy Extension Presentation Linkbase^†

101. LAB

XBRL Taxonomy Extension Label Linkbase^†

101. DEF

XBRL Taxonomy Extension Label Linkbase^†

101. CAL

XBRL Taxonomy Extension Label Linkbase^†

101. SCH

XBRL Taxonomy Extension Schema^†

*

Incorporated by reference from previous filings of the Company.

^†

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

6

EX-31

CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the accompanying Quarterly Report on Form 10-Q of Sears Oil & Gas Corporation (the "Company") for the quarter ended June 30, 2018, as filed with the Securities and Exchange Commission on the date hereof, the undersigned, in the capacity and date indicated below, hereby certifies that:

     1. I have reviewed this quarterly report on Form 10-Q of Sears Oil & Gas Corporation;

     2. Based on my knowledge, this quarterly 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 quarterly report;

     3. Based on my knowledge, the financial statements, and other financial information included in this amended quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report;

     4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

     (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

     (c) evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

      5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of Company's board of directors (or persons performing the equivalent functions):

     (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably  likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

     (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

Date:    August 14, 2018             

By: /s/ Mark A. Scharmann                               

Mark A. Scharmann, President, Chief Executive Officer,

Principal Executive and Accounting Officer

EX-32

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     I, Mark A. Scharmann, Chief Executive Officer and Chief Financial Officer of Sears Oil & Gas Corporation (the "Company") certify that:

     1. I have reviewed the quarterly report on Form 10-Q of Sears Oil & Gas Corporation;

     2. Based on my knowledge, this quarterly 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 quarterly report; and

     3. Based on my knowledge, the financial statements, and other financial information included in this amended quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the period presented in this amended quarterly report.

Date:  August 14, 2018

/s/ Mark A. Scharmann

__________________

Mark A. Scharmann,

Chief Executive Officer

Principal Executive and Accounting Officer

XML

Document and Entity Information - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Document and Entity Information:
Entity Registrant Name	Sears Oil & Gas
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Trading Symbol	soag
Amendment Flag	false
Entity Central Index Key	0001434737
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	3,181,005
Entity Public Float		$ 181,005
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2

XML

Balance Sheets - USD ($)	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
CURRENT ASSETS
Cash and cash equivalents	$ 64	$ 534
TOTAL ASSETS	64	534
CURRENT LIABILITIES
Accounts payable	11,689	21,231
Accrued interest - related parties	10,542
Loans payable - related parties	124,678	112,803
Convertible notes payable - related parties	55,000	55,000
Total Current Liabilities	268,724	234,618
TOTAL LIABILITIES	268,724	234,618
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock value	3,181	3,181
Additional paid-in capital	342,343	342,343
Accumulated deficit	(614,184)	(579,608)
Total Stockholders' Equity	(268,660)	(234,084)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 64	$ 534

XML

Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
OPERATING EXPENSES
Selling, general and administrative	$ 16,182	$ 11,518	$ 24,034	$ 14,185
Total Operating Expenses	16,182	11,518	24,034	14,185
LOSS FROM OPERATIONS	(16,182)	(11,518)	(24,034)	(14,185)
OTHER INCOME (EXPENSES)
Interest expense	(5,360)	(8,528)	(10,542)	(16,368)
Total Other Income (Expenses)	(5,360)	(8,528)	(10,542)	(16,368)
LOSS BEFORE INCOME TAXES	(21,542)	(20,046)	(34,576)	(30,553)
NET INCOME (LOSS)	$ (21,542)	$ (20,046)	$ (34,576)	$ (30,553)
BASIC NET LOSS PER SHARE	$ (0.01)	$ (0.11)	$ (0.01)	$ (0.17)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	3,181,005	181,005	3,181,005	181,005

XML

Statements of Cash Flows - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Profit loss	$ (21,542)	$ (20,046)	$ (34,576)	$ (30,553)
Adjustments to reconcile net loss to net cash used by operating activities:
Accounts payable	11,689	13,611	11,689	13,611
Accrued interest - related parties			10,542	8,742
Net Cash Used by Operating Activities			(12,345)	(8,200)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans payable - related parties			11,875	8,200
Net Cash Provided by Financing Activities			11,875	8,200
DECREASE IN CASH AND CASH EQUIVALENTS			(470)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			534	93
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 64	$ 93	$ 64	$ 93