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, 20172019

Commission File Number:  333-151300

SEARS OIL AND GAS CORPORATIONSPIRITS TIME INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

1661 Lakeview Circle

Ogden, Utah 84403

(Address of principal executive offices, including zip code)

(801) 399-3632

(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.    Yeso    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

 Yeso    Nox

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 every Interactive Data File required to be submitted 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 such files).  Yes x    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) 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, a smaller reporting company, or emerging growth company. See the definitions of “large“large accelerated filer,�� “accelerated filer,” “accelerated filer,“smaller reporting company,” “smaller reportingcompany,”and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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).    Yes o   No x   Noo

As of June 30, 2017,2019, the last business day of the registrant’sregistrant’s most recently completed second fiscal quarter, the aggregate market value of the outstanding shares of the registrant's common stock held by non-affiliates was $179,487,$2,640,576, based upon a closing price of $3.10$2.60 per common share.

As of April 16, 2018,14, 2020, the Registrant had outstanding 3,181,0057,361,005 shares of Common Stock with a par value of $0.001 per share.

DOCUMENTS INCORPORATED BY REFERENCE

    List hereunder the following documents if incorporated by reference and the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated:  (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.  The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 31, 2017)2019).

None.

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INDEX

SEARS OIL AND GAS CORPORATIONSPIRITS TIME INTERNATIONAL, INC.

PART I.

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PART I.Cautionary Note

Cautionary Note

This Annual Report on Form 10-K contains forward-looking statements 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 2018.2020. 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,"Spirits Time,” "we," "our," “SRSG,“SRSG,” and "us" refer to Sears Oil and Gas Corporation.Spirits Time International, Inc.

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.

GeneralBackground of Spirits Time

Spirits Time International, Inc. was incorporated on October 18, 2005 under the laws of the State of Nevada.  The Company was formed under the name of Sears Oil and Gas Corporation (“SRSG”), a Nevada corporation,but effective October 22, 2018, our name was incorporated on October 18, 2005. changed to Spirits Time International, Inc. to reflect our new business direction.

At the time SRSGthe Company was organized, its principal business objective was to take advantage of the many and varied opportunities presented withinengage in the oil and gas industry.  SRSG intended to exploit multiple revenue streams throughoutbusiness. The Company became a public reporting company by filing a Form S-1 Registration Statement with the natural resources industry, includingSEC that was declared effective July 25, 2008.   The Company’s business operations in the oil and gas business were not successful and mining areas. However, after various failed efforts, theits initial principals sold controlling interest in the Company.   The Company now seeks another company with whichPrior to merge or acquire for stock.  SRSG has never declared bankruptcy, it has never beenthe Asset Acquisition Transaction (as defined below), we were a “shell company” (as such term is defined in receivership,Rule 12b-2 under the Securities Exchange Act of 1934, as amended).  As a result of the Asset Acquisition Transaction, we ceased to be a “shell company” and it has never been involvedintend to commence operations in any legal action or proceedings. Since incorporation, SRSG has not made any significant purchase or sale of assets, nor has it been involvedthe beverage industry (initially in any mergers, acquisitions or consolidations.  SRSG has no subsidiaries.  Our fiscal year end is December 31st.the tequila beverage industry).  

Description of BusinessWe have limited operating history, no revenue, and negative working capital.

The Company intendsfiles reports with the Securities and Exchange Commission under Section 15(d) of the Securities Exchange act of 1934, as amended (the “Exchange Act”).  We do not currently file reports under Section 12(b) or 12(g) of the Exchange Act.

Asset Acquisition

On September 28, 2018, we completed and closed upon anasset acquisition (the “Asset Acquisition Transaction”) and a loan transaction pursuant to continuewhich we intend to seek, investigateengage in the business of marketing tequila products under the brand name ofTequila Alebrijes.  We acquired the Tequila Alebrijes brand name, trademark and if warranted,certain other assets from Human Brands International, Inc., a Nevada corporation (“Human Brands”).  We also closed on a loan transaction whereby we borrowed $300,000 from Auctus Fund, LLC which is described below (SeeNotes to the Financial Statements).  Auctus has delivered a notice of default to us relating to such loan (See Notes to the Financial Statements).

The Assets acquired are certain “Tequila Alebrijes Products and Property Rights.”  We did not acquire an ownership interest in a business opportunity. Management hasor any ongoing operation of Human Brands.  We did not established any firm criteriamerge with respect to the type of business with which the Company desires to become involved and will consider participating in a business enterprise in a variety of different industries or areas with no limitation as to the geographical location of the enterprise.  The Company’s management will have unrestricted discretion in reviewing, analyzing, and ultimately selecting a business enterprise for acquisition or participation by the Company.  It is anticipated that any enterprise ultimately selected will be selected by management based on its analysis and evaluation of the business and financial condition of the enterprise, as well as its business plan, potential for growth, and other factors, none of which can be anticipated to be controlling.  If the Company is able to locate a suitable business enterprise, the decision to acquire or participate in the enterprise may be made by the Company’s board of directors without stockholder approval.  Approval may also be obtained pursuant to the consent of a majority of the Company’s stockholders and, since the principal stockholders of the Company own approximately 96% of the Company’s outstanding shares, they would be able to approve any transaction with the affirmative vote of a limited number of additional shares.  Further, it is anticipated that the acquisition of or participation in an enterprise may involve the issuance by the Company of a controllingequity interest in the Company, which would dilute the respective equity interests of the Company’s stockholders and may also resultHuman Brands.  We made no changes in a reduction of the Company’s net tangible asset value per share.  

The activities of the Company will continue to be subject to several significant risks which arise primarilyour officers or directors as a result of the factAsset Acquisition Transaction.  We did not hire any employee of Human Brands.  The transaction was essentially the acquisition of certain rights to distribute, rights to use a brand and a limited amount of inventory.  Human Brands is involved in the marketing of other beverage products and brands in which we have no ownership or other interest.

“Tequila Alebrijes Products and Property Rights” means collectively, the intangible legal rights we acquired from Human Brands pertaining to: (a) rights associated with the product known as Tequila Alebrijes, including but not limited to Tequila Alebrijes Blanco, Reposado, and Añejo and any and all related products or extension of that product including other related Tequila Blends and formulas from the Company has no specific business and may acquiresame or participate in a business opportunity based on the decision of management which will, in all probability, act without the consent, vote, or approvalother related supplier as well as physical extensions of the CompanyTequila Alebrijes brand in the form of logos, trademarks, marketing material and related copyrights, copyright applications and copyright registrations and moral rights, trademarks, service marks, logos, trade dress, trade names and

’service names and all goodwill associated therewith; (b) rights related to the protections of trade secrets and confidential information, including, but not limited to, rights in industrial property, vendor lists and all associated information and other confidential or proprietary information; (c) industrial design rights; and (d) any rights analogous to those set forth in the preceding clauses and any other proprietary rights relating to intangible property, including, but not limited to, any applications, registrations or recordings in connection with the foregoing.   Human Brands also granted us the exclusive right to sell directly or distribute Tequila Alebrijes products (including any product Extension of the Assets) on a worldwide basis.s stockholders.  

The risks facedAcquired Assets include any and all product line extensions. The Acquired Assets include but are not limited to the following:

Trade Mark Design; 

Packaging Design; 

Formulas for Production of Tequila Alebrijes; 

Finished Tequila Alebrijes Product of not less than 11,000 Mixed 750 ML bottles to be shipped to third parties as designated by the Company (less write-off, see below); 

All Tequila Alebrijes Rights for Worldwide Use; 

All Tequila Alebrijes Extensions for Worldwide Use; 

The exclusive rights to sell the assets directly by the Company or through designated distributors or brand managers worldwide. 

We issued 3,500,000 shares of our common stock to Human Brands and paid Human Brands $50,000 for the brand name, trademark and other acquired assets.   We did not acquire an ownership interest in or any ongoing operation of Human Brands.  No officer, director or employee of Human Brands became an officer, director or employee of the Company.

Name Change

Effective October 22, 2018, we changed our name from Sears Oil and Gas Corporation to Spirits Time International, Inc.  Copies of our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws were filed as exhibits to a Form 8-K filed October 31, 2018 and can be obtained on the SEC EDGAR Website. Our new CUSIP number is 84861Y107.

The Company’s Business Plan - General

We have developed a business plan to obtain rights to develop a portfolio of beverage (alcoholic and non-alcoholic) product brands and to distribute and market beverage products nationally and internationally. Our first brand is the “Tequila Alebrijes” brand of tequila.  We have obtained the trademark for this brand and the rights to market and distribute Tequila Alebrijes products.  We also acquired approximately 12,000 bottles of tequila valued at $150,000, of which approximately 6,500 valued at approximately $80,000 are on-hand as further increased as a result of its limited resources and its inabilitydescribed below. The remaining 5,500 were never delivered to provide a prospective business opportunity with additional capital.  (See “Item 1A.Risk Factors.”)

Although management believes that it isus, resulting in the best interestwrite-off of inventory of $69,530 during the year ended December 31, 2019,  Currently, the “Tequila Alebrijes” brand of tequila is our only product brand, and we have not yet sold any of this product to date.

We do not intend to produce beverage products but rather we intend to acquire brand and marketing rights for beverage products and thereafter commercialize our products either directly by selling to retailers and point of sale locations or through brand management agreements and/or distribution agreements with other companies involved in the beverage distribution business.  

Demand for premium distilled spirits brands is driving growth and transforming the distilled spirits industry, driven by several key trends including an increasingly global market for alcoholic beverages, better and more well defined channels of distribution, an international and domestic rise of cocktail culture, the growing popularity for distilled spirits, a greater desire among consumers wanting to know more about the history and production methods behind what they drink, an increase in the willingness of consumers to enjoy experimenting and trying new brands, categories and styles of alcoholic beverages, the identifiable industry trend showing increasing demand for a broader variety and new brands at the point of sale, and a higher level of appreciation of quality over quantity, with premium and above offerings gaining market share.

Amidst the background where industry leading producers are shifting more emphasis on premium brand offerings, an emerging wave of small craft distillers is capturing an increasing market share. As the craft boom continues, we anticipate that larger brands will increase their emphasis on craft qualities and will look to emerging brands gaining consumer support as acquisition candidates.

We intend, subject to adequate financing, to build a portfolio of beverage brands of non-alcoholic and alcoholic beverages. We anticipate that we may be able to use our securities to acquire interests in additional beverage brands and as incentive for brand managers and other product distributors.  

We have entered into a non-exclusive brand management agreement with CapCity Beverage, LLC (“CCB”).  CCB is an affiliate of Human Brands which has been active in developing, distributing and promoting premium spirits brands since 2012.  The brand management agreement calls for CCB to utilize its import and export licenses to bring the Tequila Alebrijes inventory into the U.S. from Mexico and also ship the product to other countries around the world.

As of the Companydate of this report, the brand management agreement has not resulted in the sale of any of our product and we anticipate that we will either terminate or modify the agreement and seek other product market alternatives.

We have yet to acquire or participate in a business enterprise,generate any revenue from the acquisition of the tequila related assets and there iscan be no assurance that the Companywe will be able to locategenerate meaningful revenues in the near future.  We anticipate that we must raise additional capital to develop a business enterprise which management believes is suitablemeaningful marketing program for acquisition or participation by the Company or that if an enterprise is located, it can be acquired on terms acceptable to the Company.  Similarly,our products and there can be no assurance

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that if any business opportunity is acquired, it will perform in accordance with management’s expectations or result in any profit to the Company or appreciation in the market price for the Company’s shares.

If business opportunities become available, the selection of an opportunity in which to participate will be complex and extremely risky and may be made on management’s analysis of the quality of the other company’s management and personnel, the anticipated acceptability of new products or marketing concepts, the merit of technological changes, and numerous other factors which are difficult, if not impossible to analyze through the application of any objective criteria.  There is no assurance that the Companywe will be able to identifyraise adequate capital to market our products and acquire anydevelop active business opportunityoperations.

Ultimate Business Goal

One of our ultimate business goals is to develop critical mass and a diverse portfolio of distilled spirits and non-alcoholic brands so as to make us an attractive acquisition target or an attractive partner for other companies in the beverage industry.

To achieve this goal, we plan on developing diverse channels of distribution by building relationships with strong regional and local distributors.  To support our distributors, we plan to work with brand managers to create marketing, support consumer awareness, and to develop demand at the retail level in liquor stores and bars.

Our planned operating strategy.

Our business strategy relates to our Tequila Alebrijes product and potentially other distilled spirits brands and non-alcoholic brands. We have developed a strategy to commence and build operations in the premium spirits industry.  Our strategy is as follows:

(1)Building Our Branded Product Portfolio.  We plan to build a portfolio of distilled spirit and non-alcoholic brands through distribution agreements, acquisitions of distributors and brands, and potentially the development of our own proprietary brands.  We intend to attempt to add products in high-demand and in high-growth categories.   Our first brand acquisition, as described throughout this Form 10-K, is the acquisition of the Tequila Alebrijes brand. 

(2)Qualify for Our Own Licenses and Permits. Initially we are relying on “Brand Management Agreements” with companies that already have distributions channels and have import and export licenses and permits. In addition, we will be contracting with US domestic distributors that have permits and licenses in a large number of key states for spirits sales. In addition, our Brand Management companies will have the logistical capability to store, ship and comply with all state and federal regulations and accounting requirements.  The Brand Manager will also be responsible for collecting and reporting on all taxes, customs compliance and shipping regulations. Our Brand Manager for our Tequila Alebrijes brand is CCB.  The CCB Brand Management Agreement is further discussed below. 

(3)Build Distribution.   If, in the future, we obtain required permits, we intend to focus on building additional distribution for Tequila Alebrijes and other brands in the U.S. and Asia, the largest beverage market and the fastest growing beverage market, respectively.  

(4)Marketing.  We plan to bring the enjoyment of the Tequila Alebrijes experience to the customer. Key to scaling our business activities is our commitment to, and investment in innovative and effective sales and marketing campaigns, and supporting demand generated from those campaigns with sufficient inventory. Consumers want an experience and our marketing strategy is built around that. 

Our first proprietary brand, Tequila Alebrijes, is a premium tequila.  

In addition to CCB, we are discussing potential product distribution relationships with other participants in the beverage distribution industry. 

Tequila Market Overview

Tequila is a distilled beverage which is made out of the blue agave plant. There exist two major categories of tequila: ‘100% agave’ and ‘Mixtos.’ The term tequila is protected and may only be used on the product label if the alcoholic beverage is produced in specific regions of Mexico and contains at least 51 percent agave.

According to Statista.com (https://www.statista.com/) the global tequila market is characterized by leading brands such as Sauza, Patrón, and El Jimador. Sauza tequila sold approximately 3.8 million 9 liter cases in 2016. Regionally, most tequila was exported to the United States from its country of origin Mexico.

Statista.com also reported that the sales volume of the American core market showed a continuous growth since 2004 and reached an all-time high with 15.87 million 9 liter cases sold in 2016. The tequila brand Jose Cuervo commanded 22 percent of U.S. tequila volume sales in 2016. Patron and Sauza tequila also accounted for a double-digit volume share in that year.

Statista.com latest consumption statistics illustrate that over 25 million people drank tequila in the United States as of spring 2017. The total U.S. consumption of tequila amounted to nearly 16 million 9 liter cases in 2016. Broken down on a state-level, California ranked first in terms of consumption. Texas and Florida rounded off the leading three consumption states.

Current projections anticipate that the tequila market will ultimately provecontinue to grow through at least 2022. Although recent data as reported by Forbes suggests that the coronavirus ("COVID‐19") outbreak has not negatively impacted the alcoholic beverage industry, the extent of the impact of  COVID-19 on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions, and the impact of COVID‐19 on the overall economy, all of which are highly uncertain and cannot be beneficialpredicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially adversely affected.

Description of Tequila Alebrijes

Tequila Alebrijes brand was first introduced in 2012 and has been sold in Asia, the United States and Europe.  The Brand was developed by Autentica Tequilera SA.de CV. located in Tequila Jalisco, Mexico. The Brand was acquired by Human Brands in 2018 and subsequently sold to the Company in September 2018.

The Product

Tequila Alebrijes tequila is produced in Tequila Jalisco, Mexico.  Our tequila is available in three styles: (i) tequila blanco, (ii) tequila reposado, and its stockholders.(iii) tequila añejo.  Our product is offered in 750 ML bottle size and has 40% alcohol percentage.  The retail price range of our product is approximately $33.95 to $54.95 per 750ML bottle.   

It is anticipated that business opportunities may be introduced toPrevious owners of the Company frombrand have sold product in the United States, Asia and Europe through a variety of sources, including its sole officerdistributors.

Marketing and director,Distribution Plans and his businessStrategy

Until, if ever, we are licensed, we intend to retain third party brand managers to import and social contacts, professional advisors suchmarket our products.  We have entered into a non-exclusive Brand Management Agreement with CCB as attorneys and accountants, securities broker-dealers, venture capitalists, membersdescribed below.  

Brand Management Agreement

On October 29, 2018, we entered into a non-exclusive brand management agreement (“Brand Management Agreement”) with CCB for the brand Tequila Alebrijes (“Brand”).  Pursuant to the Agreement, CCB has been appointed as a non-exclusive Brand Manager of the franchise community,Company’s Tequila Alebrijes brand.  CCB will perform certain services for the Company in connection with the planning, launch, creation, branding, market research, advertising, marketing, consulting, creative and/or digital services and others who may present unsolicited proposals.  sales for the Brand, the Company’s Tequila Alebrijes product and the Company. A copy of the Brand Management Agreement was attached as an Exhibit to a Form 8-K filed by the Company with the SEC on November 1, 2018,

The Company and CCB intend to develop a quarterly and annual budget pursuant to which CCB shall perform the agreed upon services under the Brand Management Agreement.

CCB will not restrict its searchcoordinate with the producer of the Company’s tequila product to any particular business, industry,ship existing inventory to CCB or geographical location.to such other location as designated by CCB, to enable CCB to fulfill purchase orders from customers.  If CCB anticipates that additional inventory should be produced for distribution, CCB shall discuss the inventory requirements with the Company.  The Company may enter intoshall be responsible for authorizing the producer to produce additional products for sale to customers on behalf of the Company.

CCB will receive 10% of the gross revenue received from the sale of the products marketed under the Brand Management Agreement.

The Brand Management Agreement is for a business or opportunity involvingterm of two (2) years subject to earlier termination as set forth in the Agreement.

CCB is an affiliate of Human Brands.

The foregoing is a “start-up” or new company orbrief description of the material terms of the Brand Management Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Brand Management Agreement, which was filed as an established business.  It is impossibleexhibit to predicta Form 8-K filed November 1, 2018 and can be obtained on the statusSEC EDGAR Website.

As of the date of this report, the brand management agreement has not resulted in the sale of any businessof our product and we anticipate that we will either terminate or modify the agreement and seek other product market alternatives. We have been in whichdiscussions with other entities concerning brand management and distribution services and we anticipate that we will attempt to expand brand management and distribution services to other service providers.

Production and Supplier

The Tequila Alebrijes product is produced by Autentica Tequilera, SA.de.CV (the “Producer”) inTequila Jalisco, Mexico. The Producer is not affiliated with the Company may become engaged.or with the Brand Manager. In addition to our inventory stored at the Producer’s facilities, we have been informed that the Producer has the ability to continue to supply the Company with product as needed.

Current Inventory

In connection with the acquisition of the Tequila Alebrijes brand, we own approximately 6,500 bottles of tequila blanco, tequila reposado, and tequila anejo valued at $80,404.  The inventory is currently stored at the producer’s facilities in Tequila Jalisco, Mexico and will be shipped to the Brand Manager as needed for distribution.  

Other Brands

Tequila Alebrijes is our first brand.  Subject to adequate capital, of which there can be no assurance, we intend to attempt to acquire additional distilled spirits brands and non-alcoholic beverage brands and to market and distribute other branded alcoholic and non-alcoholic beverage products.  

Competition

The period within whichglobal distilled spirits industry, in general, and the Company may participate in a business opportunity cannot be predictedtequila industry specifically is very competitive.  The tequila industry is comprised of both major, well financed, participants and smaller boutique type producers or brands.  We anticipate that we will depend on circumstances beyond the Company’s control, including the availability of business opportunities, the time required for the Company to complete its investigation and analysis of prospective business opportunities, the time required to prepare the appropriate documents and agreements providing for the Company’s participation, and other circumstances.  

It is impossible to predict the manner in which the Company may participate in a business opportunity.  Specific business opportunities will be reviewed and,compete on the basis of product quality, brand image, innovation, price, and service in response to consumer preferences. Top selling tequila brands in the US include Jose Cuervo, Sauza, Patron, Don Julio, El Jimada and Hernitos.

We anticipate that review,in order to expand our portfolio of brands we will focus on partnering with small to mid-size brands as opposed to major companies.  We intend to use our capital stock to attempt to acquire other brands or partnership arrangements with other brands.  As a result of our limited capital position and our lack of operating history in the legal structure or method deemed by management to be most suitablebeverage industry, we anticipate that it will be selected.  The structure may include, but is not limiteddifficult to mergers, reorganizations, leases, purchasecompete with these larger companies in pursuing agency distribution agreements and sale agreements, licenses, joint ventures,acquiring brands.  We plan to seek acquisitions and other contractual arrangements.  transactions with smaller privately-owned and family-owned brands, offering flexible transaction structures and providing brand owners the option to retain local production and “home” market sales. Given our size relative to our major competitors, most of which have multi-billion dollar operations, we believe that we must have greater focus on smaller brands and tailor transaction structures based on individual brand owner preferences. However, our relative capital position and resources may limit our marketing capabilities, limit our ability to expand into new markets and limit our negotiating ability with our distributors and other parties.

Intellectual Property

We anticipate that trademarks will be an important aspect of our business. We currently plan to sell products under the Tequila Alebrijes trademark.  We anticipate that we will sell products under other trademarks as a product line increase.  We plan to either own or license such trademarks.

Protection of our intellectual property is a strategic priority for our business. We currently own one trademark, TequilaAlebrijes.  We will rely on a combination of copyright, trademark and trade secret laws, as well as confidentiality agreements, to establish and protect our proprietary rights. We do not rely on third-party licenses of intellectual property for use in our business.

The Company may act directly or indirectly throughTequila Alebrijes trademark was first registered on June 17, 2006 and was assigned to us by Human Brands, on September 13, 2018, pursuant to an interest in a partnership, corporation, orassignment filed with the United States Patent and Trademark Office on September 25, 2018.

If our business plan is achieved, of which there can be no assurance, we anticipate that we will acquire other form of organization.  Implementing the structure may require the merger, consolidation, or reorganizationbrands and their related trademarks, and other intellectual property.

As of the Companydate of this Form 10-K, we had acquired one registered internet domain name,www.tequilaalebrijes.com.

Regulatory Environment

Federal, state, local, and foreign authorities regulate how we produce, store, transport, distribute, and sell our products. Some countries and local jurisdictions prohibit or restrict the marketing or sale of distilled spirits in whole or in part.

In the United States, at the federal level, the Alcohol and Tobacco Tax and Trade Bureau of the U.S. Department of the Treasury regulates the spirits and wine industry with other corporations or formsrespect to the production, blending, bottling, labeling, sales, advertising, and transportation of business organization,beverage alcohol. Similar regulatory regimes exist at the state level and there is no assurance that the Company would be the surviving entity.in most non-U.S. jurisdictions where we sell our products. In addition, beverage alcohol products are subject to customs duties or excise taxation in many countries, including taxation at the current stockholdersfederal, state, and local level in the United States.

Mexican authorities regulate the production and bottling of tequilas; they mandate minimum aging periods for extra añejo (three years), añejo (one year), and reposado (two months) tequilas.  Other beverage products that we may eventually become involved with have their own regulatory requirements as to production, labeling and other issues. We intend to comply with all applicable laws and regulations.

Accordingly, in the US we are subject to the jurisdiction of the Company may not have control of a majority of the voting shares of the Company following a reorganization transaction.  As part of the transaction, all or a majority of the Company’s directors may resign and new directors may be appointed without any vote by the stockholders.

The Company will most likely acquire a business opportunity by issuing shares of the Company’s common stock to the owners of the business opportunity.  Although the terms of the transaction cannot be predicted, in many instances the business opportunity entity will require that the transaction by which the Company acquires its participation be “tax-free” under Sections 351 or 368 of theFederal Alcohol Administration Act, U.S. Customs Laws, Internal Revenue Code of 1986, (the “Code”).  It is anticipated that anyand the Alcoholic Beverage Control Laws of all fifty states.

The U.S. Treasury Department’s Alcohol and Tobacco Tax and Trade Bureau regulates the production, blending, bottling, sales and advertising and transportation of alcohol products. Also, each state regulates the advertising, promotion, transportation, sale and distribution of alcohol products within its jurisdiction. We are also required to conduct business opportunity acquisition will result in substantial additional dilutionthe U.S. only with holders of licenses to import, warehouse, transport, distribute and sell spirits.

We are subject to U.S. regulations on the equityadvertising, marketing and sale of those who were stockholdersbeverage alcohol. These regulations range from a complete prohibition of the Company priormarketing of alcohol in some countries to restrictions on the acquisition.advertising style, media and messages used.

Notwithstanding the fact that the CompanyLabeling of spirits is technically the acquiring entityalso regulated in many markets, varying from health warning labels to importer identification, alcohol strength and other consumer information. All beverage alcohol products sold in the foregoing circumstances,U.S. must include warning statements related to risks of drinking beverage alcohol products.

In the U.S. control states, the state liquor commissions act in place of distributors and decide which products are to be purchased and offered for sale in their respective states. Products are selected for purchase and sale through listing procedures which are generally accepted accounting principles will ordinarily require that the transaction be accountedmade available to new products only at periodically scheduled listing interviews. Consumers may purchase products not selected for aslistings only through special orders, if the Company had been acquired by the other entity owning the business venture or opportunityat all.

The distribution of alcohol-based beverages is also subject to extensive federal and therefore, will not permit a write upstate taxation in the carryingU.S. and internationally. Most foreign countries in which we expect to do business impose excise duties on wines and distilled spirits, although the form of such taxation varies from a simple application on units of alcohol by volume to intricate systems based on the imported or wholesale value of the assets of the other company.

It is anticipated that securities issued in a transaction of this type would be issued in relianceproduct. Several countries impose additional import duty on exemptions from registration under applicable federal and state securities laws.  In some circumstances, however, as a negotiated element of the transaction, the Company may agree to register such securities either at the time the transaction is consummated or under certain conditions or at specified times thereafter.  The issuance of a substantial number of additional securities and their potential sale into any trading market which may developdistilled spirits, often discriminating between categories in the Company’s common stockrate of such tariffs. Import and excise duties may have a depressivesignificant effect on our sales, both through reducing the market price for the Company’s common stock.consumption of alcohol and through encouraging consumer switching into lower-taxed categories of alcohol.

The CompanyWe will participate in a business opportunity only after the negotiation and execution of a written agreement. Although the terms of the agreement cannot be predicted, generally the agreement would require specific representations and warranties by all of the parties thereto, specify certain events of default, detail the terms of closing and the conditions which must be satisfied by each of the parties thereto prior to the closing, set forth remedies on default, and include miscellaneous other terms.

It is emphasized that management of the Company has broad discretion in determining the manner by which the Company will participate in a prospective business opportunity and may enter into transactions having a potentially adverse impact on the current stockholders in that their percentage ownership in the Company may be reduced without any increase in the value of their investment or that the business opportunity in which the Company acquires an interest may ultimately prove to be unprofitable.  The transaction may be consummated without being submitted to the stockholders of the Company for their consideration.  In some instances, however, the proposed participation in a business opportunity may be submitted to the stockholders for their consideration, either voluntarily by the board of directors to seek the stockholders’ advice or consent or because of a requirement to do so by state law.

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The investigation of specific business opportunities and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments may require substantial management time and attention and substantial costs for accountants, attorneys, and others.  If a decision is made not to participate in a specific business opportunity, the costs previously 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 the loss to the Company of the related costs incurred.

The Company’s operations following its acquisition of an interest in a business opportunity will be dependent on the nature of the opportunity and interest acquired.  The specific risks of a given business opportunity cannot be predicted at the present time.

The Company is not registered and does not propose to register as an “investment company” under the Investment Company Act of 1940 (the “Investment Act”).  The Company intends to conduct its activities so as to avoid being classified as an “investment company” under the Investment Act and, therefore to avoid application of the registration and other provisions of the Investment Company Act and the related regulations.

Regulation

It is impossible to predict what government regulation the Company may be subject to until it has acquired an interest in a business opportunity.  The use of assets and/import and export laws relating to the US and any country we either intend to sell products or conduct of businesses which the Company may acquire couldimport products for resale

We will be subject it to environmental, public health and safety, land use, trade, or other governmental regulations and state or local taxation. In selecting a business opportunity to acquire, management will endeavor to ascertain,foreign laws to the extent we operate in foreign markets.

Compliance costs will be a significant factor in our business. At least initially, we plan to use licensed third party Brand Management companies and licensed distributors to manage our brand and market our products.

Funding Strategy

We anticipate that in order to achieve our marketing strategy for our Tequila Alebrijes brand and acquire and market other brands, we will be required to obtain significant capital from equity and debt sources. There can be no assurance that we will be able to obtain adequate additional capital as we need it or, even if it is available, that it will be on terms and conditions that are acceptable and commercially reasonable.  We anticipate that we will issue shares of our capital stock to raise additional capital, to attract third party distribution networks, attempt to acquire interests in other brands and for employee compensation.

Properties

Currently, as we are building our lines of distributions and potentially acquiring other brands, we are operating out of the limited resourcesbusiness office of the Company, the effects of government regulation on the prospective business of the Company.  In certain circumstances, however, such as the acquisition of an interest in a new or start-up business activity, it may not be possible to predict with any degree of accuracy the impact of government regulation.

Competition

The Company encounters substantial competition in its efforts to locate a business opportunity.  The primary competition for desirable investments comes from investment bankers, business development companies, venture capital partnerships and corporations, venture capital affiliates of large industrial and financial companies, small business investment companies, other shell companies, and wealthy individuals.  Most of these entities have significantly greater experience, resources, and managerial capabilities than the Company and are in a better position than the Company to obtain access to attractive business opportunities.

Facilities

The Company’s principal executive office is currently located at the home of Mark A. Scharmann, our sole officer and director.  Beginning August 2017,We do not anticipate that in the Company entered into an oral agreementforeseeable future we will store products in our own facilities but will arrange for products to pay Mr. Scharmann $500 per monthbe shipped directly from the producer or supplier to ultimate distributor.  Accordingly, we do not anticipate that, at least in the foreseeable future, we will be required to obtain warehouse facilities to store products.  As our business grows, and as payment for use of his personal residence as the Company’s office and mailing address.  

Employees

The Company has nowe hire employees and its business and affairs are handled by its president who provides servicesagents, we anticipate that we will require additional office facilities.

Currently, our inventory is stored in the facilities of the producer Autentica Tequilera, SA.De.CV, in Tequila Jalisco, Mexico.  We intend for all or some of the inventory to be shipped to the Company on an as needed basis, without compensation.  ManagementUS facilities of CCB, our Brand manager, or to the Company may engage consultants, attorneys, and accountants on an as needed basis, and does not anticipate a need to engage any full-time employees so long as it is seeking and evaluating business opportunities.  

Factors Affecting Future Operating Resultsfacilities of one of its affiliates.

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.Relationship with Human Brands

BecauseAs described above, we acquired the Tequila Alebrijes brand from Human Brands for $50,000 cash and 3,500,000 shares of 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

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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, 2017 the Company had approximately $534 cash available.  

We lack an operating history and have losses which we expect to continue into the future.common stock.  As a result we may haveof such asset acquisition, on the acquisition date Human Brands owned approximately 52.4 % of our then-issued and outstanding shares of common stock.  So as not to suspend or cease activities, which would resulteffect a change in a complete losscontrol, Human Brands granted our President, Mark Scharmann, an Irrevocable Proxy to vote 300,000 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. its shares of our common stock.  We have no operating history upon which an evaluation of our future success or failure can be made. As of December 31, 2017 our net loss since inception was $579,608.  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 ofissued additional shares of our common stock to other individuals and HBI has transferred 296,154 of its shares to other shareholders, thereby reducing HBI’s ownership percentage to 44% (3,203,846 shares) as of the date of this filing.  On May 24, 2019 the Company and proxy holder Mark Scharmann terminated the proxy and such proxy is of no further force or effect. HBI has full voting rights as to the 300,000 shares described in the future, then shareholders will experience dilution.proxy. No officer, director, shareholder, affiliate or agent of Human Brands is an officer or director of our company.

We have entered into a non-exclusive Brand Management Agreement with CapCity Beverage, LLC which is a wholly-owned subsidiary of Human Brands.

Employees

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 percentageAs of the shares then outstanding. To raise additional capitaldate of this report, we may have no employees. We currently rely on third parties such as our Brand Manager, CCB, and CCB’s subcontractor, Tequila Armero.   Subject to issue additional shares, which may substantially dilute the interests of existing shareholders. Alternatively,adequate financing and business needs we may have to borrow large sums,will retain employees, third party consultants, agents and assume debt obligations that require us to make substantial interest and capital payments.other service providers on an as needed basis.

Because there is currently limited public trading market for our common stock, you may not be able to resell your stock.

Our common stock is quoted on the OTC Pink Marketplace, 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. 

None.

Not Applicable.  The Company is a “smaller reporting company.”

Not Applicable.  The Company is a “smaller reporting company.”

We do not own any property. The principal offices are located at 1661 Lakeview Circle, Ogden, Utah 84403

Sears Oil and GasThe Company is currently not currently a party to any pending legal proceedings.  As described in Notes to the Financial Statements, we have been notified that Auctus Fund, LLC has claimed a default under the promissory note we issued to Auctus in September 2018.  Although we are attempting to resolve this issue with Auctus, there can be no assurance that Auctus will not commence a legal proceeding in connection with such claimed default.

  None.Not Applicable.

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PART II

The Company’sCompany’s common stock is included on the OTC Pink Marketplace under the symbol “SRSG.“SRSG.”  On March 13, 2018,April 14, 2020, the published closing price was $3.10$1.65 for the Company’sCompany’s common stock on the OTC Pink Marketplace.

At December 31, 2017,2019, there were approximately 3540 holders of record of the Company’sCompany’s common stock, as reported by the Company’sCompany’s transfer agent.  In computing the number of holders of record, each broker-dealer and clearing corporation holding shares on behalf of its customers is counted as a single stockholder.

The Followingfollowing represents trading ranges per quarter.

Quarter Ending

3/31/2016

High   $1.99  Low $1.99

Quarter Ending

6/30/2016  

High   $1.80 Low $1.80

Quarter Ending

9/30/2016

High   $2.09 Low $1.80

Quarter Ending

12/31/2016

High   $2.93 Low $2.10

Quarter Ending

3/31/2017

High   $4.00 Low $2.15

Quarter Ending

6/30/2017  

High   $3.90 Low $3.00

Quarter Ending

9/30/2017

2018High   $ NA  Low $ NA

Quarter Ending6/30/2018  High   $4.00 Low $3.90 

Quarter Ending9/30/2018High   $4.25 Low $3.00 

Quarter Ending12/31/20172018High   $3.55 Low $2.85 

Quarter Ending3/31/2019High   $2.84 Low $2.60 

Quarter Ending6/30/2019  High   $ NA  Low $ NA

Quarter Ending9/30/2019High   $ NA  Low $ NA 

Quarter Ending12/31/2019High   $2.35 Low $ 1.65 

No dividends have ever been paid on the Company’sCompany’s securities, and the Company has no current plans to pay dividends in the foreseeable future.  

Equity Compensation Plans

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

Transfer Agent

New HorizonColonial Stock Transfer Inc,Co., Inc., 66 Exchange Place, Suite 215-515 West Pender Street, Vancouver, B.C., V6B 6H5, Canada,100, Salt Lake City, Utah 84111, telephone (801) 355-5740, serves as the transfer agent and registrar for our common stock.

Recent Sales of Unregistered Securities

None.On August 29, 2019, the Company issued 50,000 shares of its common stock for legal services rendered to the Company totaling $15,000.    

On November 21, 2019, the Company issued 30,000 shares of its common stock for the conversion of accrued interest and conversion fees totaling $12,600.    

On December 10, 2019, the Company issued 5,000 shares of its Series D Preferred Stock for the conversion of accrued interest of $10,000. The Series D were valued by a qualified independent valuation firm at $.046 per share, or $228 for the 5,000 shares.  Accordingly, the difference of $9,772 has been recorded as forgiveness of related party debt in additional paid-in capital.   

Issuer Purchases of Equity Securities

We have not adopted a stock repurchase plan and we did not purchase any shares of our equity securities during the 20172019 fiscal year.

Not Applicable.  The Company is a “smaller“smaller reporting company.”

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 CorporationSpirits Time International, Inc. for the years ended December 31, 20172019 and 2016.2018.

The Company is a shell company that conducts no active business operations and is seeking business opportunities for acquisition or participation by the Company.

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The Report of Independent Registered Public Accounting Firm on the Company’s 2017Company’s 2019 audited financial statements addresses an uncertainty about the Company’sCompany’s ability to continue as a going concern, indicating that the Company has incurred losses since its inception and has no on-going operations.  The report further indicates that these factors raise substantial doubt about the Company’sCompany’s ability to continue as a going concern.  At December 31, 2017,2019, the Company had a working capital deficit of $234,084$649,617 and a stockholders’stockholders’ deficit of $234,084.$374,617.  The Company incurred net losses of $224,387$295,395 and $63,591$449,030 for its fiscal years ended December 31, 20172019 and 2016,2018, respectively.  Our primary creditor has claimed a default under the Promissory Note we issued to such creditor.  The Company has not entered into any agreements or arrangements for the provision of additional debt or equity financing and there can be no assurance that it will be able to obtain the additional debt or equity capital required to continue its operations.  

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 20172019 and 2016.2018.  As of December 31, 20172019, 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, 20172019, we had cash of $534$163 and a negative working capital of $234,084.$649,617.  This compares with cash of $93$121,739 and negative working capital of $253,221$611,820 as of December 31, 2016.2018.

Net cash used by operating activities totaled $23,704$103,761 for the year-ended December 31, 20172019 consisting of a loss from operations of $224,387$295,395 which was partially offset by a $164,794stock based compensation of $15,000, amortization of debt discount of $17,812, loss on extinguishmentimpairment of debt,prepaid inventory of $69,530, a change in accounts payable and accrued expenses of $17,452$78,287 and a change in accrued interest – related parties of $18,437.$10,939.  This compares with net cash used inby operating activities of $28,751totaled $185,470 for the year-ended December 31, 20162018 consisting of a loss from operations of $63,591 and$449,030 which was offset by stock based compensation of $124,000, amortization of debt discount of $73,230, a change in accounts payable and accrued expenses of $24,012$60,321 and a change in accrued interest – related parties of $10,828.$6,009.  

There were no investing activities in either the year-ended December 31, 2017 or 2016.

Net cash provided by financing activities totaled $24,145 for the year-ended December 31, 20172019.  Net cash used by investing activities was $50,000 for the year-ended December 31, 2018 which consisted of the purchase of intangible assets and inventory.  

Net cash used by financing activities totaled $17,815 for the year-ended December 31, 2019 consisting of proceeds from loans payable - related parties of $9,750, payments on loans payable – related parties of $17,565 and advances from related parties.payments on notes payable of $10,000.  This compares with net cash provided by financing activities of $27,725totaled $356,675 for the year-ended December 31, 20162018 consisting of proceeds from loans payable - related parties of $40,425, proceeds from convertible notes payable of $276,250, proceeds from loans payable of $42,000, and advancesrepayments on loans payable of $2,000.      

In September 2018, we obtained funds from related parties.  the issuance of a SecuredPromissory Note that is described in the Notes to the Financial Statements.  Our net proceeds from that transaction have been used to repay outstanding debt, to fund the professional fees in connection with such transaction and the Asset Acquisition Transaction, for use in our beverage operations and for working capital.

As described in Notes to the Financial Statements, the lender under the Secured Promissory Note has notified us of a claimed default under the Note. The Note is secured by all of the assets of the Company.  We currently do not have cash available to repay the Note and there is no assurance that we will ever have liquid assets necessary to repay the Note.

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, thereThere is no guarantee we will receive the required financing to complete our business strategies; we cannot provide any assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.  If we are unable to accomplish raising adequate funds then any it would be likely that any investment made into the Company would be lost in its entirety.

Results of Operations. We did not have revenue for either the year-ended December 31, 20172019 or 2016.2018.  For the year-ended December 31, 2017,2019, we incurred $30,830professional fees of $111,654, which includes stock-based compensation of $15,000.  For the year-ended December 31, 2018, we incurred professional fees of $265,513, which includes stock-based compensation of $124,000.  The decrease is mainly the result of legal and accounting fees incurred during the year ended December 31, 2018 associated with the Asset Acquisition described in ITEM 1 above and the convertible promissory notedescribed in the Notes to the Financial Statements below.  For the year-ended December 31, 2019, we incurred

$26,199 of administrative expenses compared to $34,971$80,371 for the year-ended December 31, 2016.2018.  The decrease is due primarily to significant marketing and travel fees incurred during the year ended December 31, 2018 related to the Asset Acquisition.  For the year-ended December 31, 20172019 we recorded an impairment loss on prepaid inventory of $69,530 and we incurred $28,763 of interest expense on notes payable and a loss on extinguishmentof $88,012 which includes the amortization of debt in the amountdiscount of $164,794.  The loss on extinguishment of debt arose from the excess value of shares that were issued over the value of the debt settled.  This compares with $28,620 of interest expense for$17,812.  For the year-ended December 31, 2016.2018 we incurred interest expense of $103,146 which includes the amortization of debt discount of $73,230.    

As a result of the foregoing, we incurred a loss of $224,387$295,395 for the year-ended December 31, 20172019 compared to a loss of $63,591$449,030 for the year-ended December 31, 2016.2018. Since incorporation we have incurred a loss of $579,608.$1,324,033.

Off-Balance Sheet Arrangements. None

Contractual Obligations. None

Recent 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, 20172019 and 2016.2018.

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.Not Applicable.  The Company is a “smaller reporting company.”

Our financial statements appear beginning on page F-17,F-19, immediately following the signature page of this report.

None

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, 2017,2019, 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’sCommission’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’sManagement’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 (2013), 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 December 31, 20172019 and December 31, 2016.2018.  A material weakness in internal control over financial reporting is defined by the Public Company Accounting Oversight Board’sBoard’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. 

Management has determined that our lack of segregation of duties constitutes a material weakness, as our sole officer, director, and employee is the same person.  Due to the size and operations of the Company, we are unable to remediate this deficiency until we acquire or merge with another company, or have sufficient resources to hire additional personnel.

This annual report does not include an attestation report of the Company’sCompany’s registered public accounting firm regarding internal control over financial reporting. Management’sManagement’s report was not subject to attestation requirements by the company’scompany’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’smanagement’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,

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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, 20172019 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

NONE

11

PART III

Sears Oil and Gas Corporation’sSpirits Time International, Inc.’s executive officer and director and his respective age as of December 31, 20172019 are as follows:

Directors:

Executive Officers:

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

Mark A. Scharmann – President and Director –   For the past several years Mr. Scharmann has been a private investor in residential real estate and private and public companies.  Mr. Scharmann became interested in investing in emerging growth companies in December 1979 while attending Weber State College. He compiled and edited a publication titled Digest of Stocks Listed on the Intermountain Stock Exchange (Library of Congress Cat. No. 80-82407). In 1981, he compiled and edited an industry directory called the OTC Penny Stock Digest (Library of Congress Cat. No. 80-82471). For the past several years Mr. Scharmann has also consulted with both public and privately held companies relating to management, mergers and acquisitions, debt and equity financing, capital market access, and introductions to investor relations groups. In addition to being andan officer and director of the Company, Mr. Scharmann is an officer and director of Bioethics, LTD., a shell company listed on the OTC Markets under the symbol (“BOTH”(“BOTH”). He is an officer of Roycemore Corporation, a private firm specializing in the development and acquisition of self-storage facilities. Mr. Scharmann is a co-founder of wffl.com and wasatchbasketballleague.com, both youth sports information web sites. He graduated from Weber State University, Ogden, UT in 1997 with a Bachelors of Integrated Studies Degree in Business, Psychology and Health Education.

Sear Oil and Gas Corporation’sSpirits Time International, Inc.’s Officer 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 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 aan 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.

Summary Compensation Table

There has been no cash payment paid to the executive officer for services rendered in all capacities to us for the periodperiods ended December 31, 2017.2019 and 2018. 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 periodperiods ended December 31, 2017.2019 and 2018.  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, 2017.2019.  We have also not granted any stock options to the executive officer of the Company.

 The following table provides the names and addressesname of each person or entity known to Sears Oil and Gas CorporationSpirits Time International, Inc. to own more than 5% of the outstanding common stock as of December 31, 2017,2019, and by the Officers and Directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.

The percent of class is based on 3,181,0057,361,005 shares of common stock issued and outstanding as of December 31, 2017.2019.

During the year ended December 31, 2017,2019, related parties of the companyCompany loaned a total of $24,145$9,750 to the Company in order to pay for expenses and continue the reporting requirements with the Securities and Exchange Commission.  The balance due to these related parties was $167,803$200,413 plus accrued interest of $45,584$52,532 as of December 31, 2017.2019.

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Beginning August 2017, the Company entered into an oral agreement to pay the Company’sCompany’s sole director $500 per month as payment for use of his personal residence as the Company’sCompany’s office and mailing address.

DuringOur board of directors consists of one person: Mark Scharmann. Our sole director is not “independent” within the three months ended September 30, 2017, a convertible promissory note totaling $15,000 was assigned tomeaning of Rule 5605(a)(3) of the Company’s sole director.  The note and $63,730 in accrued interest were subsequently converted into 3,000,000 sharesNASDAQ Marketplace because he is an officer of common stock valued at $243,524, resulting in a loss on extinguishment of debt of $164,794.the Company.

The amounts paid to our independent auditing firm for each of the past two calendar years are as follows:

201720192018

2016Auditing                         $14,500$11,900 

Auditing                         

$8 900

$7,600Audit-related services        -        - 

Tax services                                -                            -

Other services^i[2]____ -____         _____-____

Total                               $14,500$11,900

PART IV

________         __________

 Total                               

$8,900

$7,600

PART IV

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.

The following exhibits are filed as part of, or incorporated by reference into, this Annual Report: