UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 10-Q/A

(Amendment No. 1)

(Mark One)

þ☑.Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period endedSeptember30, 2017.

March 31, 2021.

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 CORPORATIONSPIRITS TIME INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

1661 Lakeview Circle

Ogden, Utah 84403

(801) 399-3632

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

Securities registered pursuant to Section 12(b) of the Act: NONE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No    .

Yes

x 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).  Yeso X .Nox.

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“large accelerated filer,” “accelerated“accelerated filer,” “smaller“smaller reporting company”company”, and “emerging“emerging growth company”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.

4

Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act).Yesx. Yes ☐No X .

No o

Indicate the number of shares outstanding of each of the issuer’sissuer’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the issuer’sissuer’s common stock, $0.001 par value (the only class of voting stock), was 3,181,0057,361,005 on October 23, 2017.May 24, 2021.

EXPLANATORY NOTEExplanatory Note:

Inadvertently filed wrong .htm and xbrlThe Company is filing this amendment, to file the associated quarterly ixbrl files (June 30, 2017 10Q) withinfor the Edgar program. NO CHANGES to the September 30, 10Qperiod ended March 31, 2021. No other changes have been made. Amendment made to file September 30, 2017 10Q.

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SPIRITS TIME INTERNATIONAL, INC.

SEARS OIL & GAS CORPORATION

INDEX

INDEX

6

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”“Exchange Act”).  These statements are based on management’smanagement’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“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  Forward-looking statements also include statements in which words such as “expect,“expect,” “anticipate,“anticipate,” “intend,“intend,” “plan,“plan,” “believe,“believe,” “estimate,“estimate,” “consider,“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“Spirits Time,” “we,” “our,” and Gas”, “we,” “our,” and “us”“us” refer to Sears Oil and Gas Corporation,Spirits Time International, Inc., a Nevada corporation, unless otherwise indicated. The unaudited financial statements of the registrant for the ninethree months ended September 30, 2017March 31, 2021 and 20162020 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.

1

7

 SEARS OIL AND GAS CORPORATION

SPIRITS TIME INTERNATIONAL, INC.

March 31, 2021

INDEX TO FINANCIAL STATEMENTS

(Unaudited)

F-1

F-1

F-1

F-1

F-1

SEARS OIL & GAS,

SPIRITS TIME INTERNATIONAL, INC.

Notes to the Condensed Financial Statements

September 30, 2017March 31, 2021

(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 flowsstatements at September 30, 2017March 31, 2021 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, 20162020 audited financial statements.  The results of operations for the period ended September  30, 2017March 31, 2021 are not necessarily indicative of the operating results for the full year.

Loss Per Share - The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. During the three months ended March 31, 2021 and 2020, the Company had warrants outstanding that are exercisable into 42,857 shares of common stock, and convertible debt outstanding that is convertible into 219,383 shares of common stock.  The common stock issuable from the warrants and convertible debt was not included, as it would be anti-dilutive due to continuing losses.

Inventory - Inventory consists of bottled tequila acquired in the acquisition of the Tequila Alebrijes products and intangibles and is held by a third-party tequila production warehouse in Tequila Jalisco, Mexico. Inventory is stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method. As of March 31, 2021, and December 31, 2020, the Company had finished goods bottled tequila inventory on-hand totaling $80,404. The Company has determined that no reserve for obsolete or slow-moving inventory is necessary as of March 31, 2021 or December 31, 2020.

NOTE 2 – INTANGIBLE ASSETS

Intangible assets consist of the Tequila Alebrijes brand name, trademark, and property rights.  The Company has determined that no impairment of intangible assets is necessary as of March 31, 2021 or December 31, 2020.

NOTE 3 - GOING CONCERN

The Company’sCompany’s financial statements are prepared using accounting principles generally accepted accounting principles 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 itwhich raises substantial doubt about its ability to continue as a going concern.  The abilitycontinuance 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.

F-1

SPIRITS TIME INTERNATIONAL, INC.

Notes to the Condensed Financial Statements

March 31, 2021

(Unaudited)

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.

In addition, the extent of the impact of the coronavirus ("COVID‐19") outbreak 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 predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially adversely affected.

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 4 – RELATED PARTY LOANS AND OTHER TRANSACTIONS

During the ninethree months ended September 30, 2017,March 31, 2021 and 2020, the Company received loans in the amount of $20,145$7,500 and $7,300, respectively, 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 balancebalances due on non-convertible loans payable to related parties was $108,803were principal of $188,463 and $180,963 plus accrued interest of $79,917 and $78,881 as of September 30, 2017.March 31, 2021 and December 31, 2020, respectively.  

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.  The Company has recorded rent expense of $1,000$1,500 during the three and nine months ended September 30, 2017March 31, 2021 and 2020 which is included in the selling, general and administrative expenses on the statements of operations.

During

In October 2018 we entered into a non-exclusive Brand Management Agreement with CapCity Beverage, LLC which is a wholly-owned subsidiary of Human Brands. The Brand Management Agreement expired in October 2020 and has not been extended or renewed as of the three months ended September 30, 2017,date of this report.

A copy of the Brand Management Agreement was attached as an Exhibit to a convertible promissory note heldForm 8-K filed 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 with the SEC on November 1, 2018. See Note 4.7 for details.

SEARS OIL & GAS, INC.

Notes to the Financial Statements

June 30, 2017

(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”“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’sCompany’s common stock, par value $0.001 per share, at a conversion rate of $1.00 per share.  During the year ended December 31, 2019, $10,000 of accrued interest was converted into 5,000 shares of Preferred Stock.  No principal has been paid on these Notes.  As of March 31, 2021 and December 31, 2020, the balance due to these related parties for these Notes was principal of $55,000 and $55,000, respectively, and accrued interest of $36,308 and $34,681, respectively.

F-2

SPIRITS TIME INTERNATIONAL, INC.

Notes to the Condensed Financial Statements

March 31, 2021

(Unaudited)

Convertible notes and loans payable – related parties consisted of the following:

Accrued interest on the convertible notes and loans payable, related parties was $79,917 and $78,881 at March 31, 2021 and December 31, 2020, respectively.  The Company did not record beneficial conversion feature elements on the related party convertible debt due to the conversion rate of $1.00 per share being greater than the fair market value of the underlying shares on the date of issuance.

NOTE 5 – CONVERTIBLE PROMISSORY NOTES / NON-RELATED PARTIES

The Company has a collateralized convertible debt obligation with Auctus Fund, LLC, an unaffiliated entity outstanding at March 31, 2021 and December 31, 2020 as follows:

(1)Collateralized by the Company’s assets, including accounts receivable, cash and equivalents, inventory, property, equipment, intangibles.  At March 31, 2021 and December 31, 2020, the Company’s assets consisted of cash and equivalents of $2,798 and $342, respectively, inventory of $80,404, and intangible assets of $275,000, for total carrying value of $358,202 and $355,746, respectively.

(A)On September 24, 2018 (the “Date of Issuance”) the Company issued a convertible promissory note (the “Note”) with a face value of $300,000, maturing on September 24, 2019, and a stated interest of 10% to a third-party investor. The note is convertible into a variable number of the Company's common stock, based on a conversion rate of 50% of the lowest trading price for the 25 days prior to conversion. This note is currently in default (Note 7). 

F-3

SPIRITS TIME INTERNATIONAL, INC.

Notes to the Condensed Financial Statements

March 31, 2021

(Unaudited)

Along with the Note, on the Date of Issuance the Company issued 42,857 Common Stock Purchase Warrants (the “Warrants”), exercisable immediately at a fixed exercise price of $3.50 with an expiration date of September 24, 2023.  The note proceeds of $300,000 were allocated between the fair value of the promissory note ($300,000) and the Warrants ($86,750), resulting in a debt discount of $67,292.  As the warrants are exercisable immediately, this debt discount was amortized in its entirety to interest expense on the Date of Issuance.

During the year ended December 31, 2009, a shareholder2019, the Company paid $10,000 towards principal on the Note, and $12,350 of accrued interest and $250 in conversion fees ($12,600 total) was converted into 30,000 shares of common stock.

NOTE 6 – NOTES PAYABLE

Notes payable consisted of the Company loaned $15,000 tofollowing:

Accrued interest and interest expense for these Notes as of and for the Company.  The note was later assigned to two non-affiliated entities.  Duringyear ended December 31, 2020 totaled $8,808 and $5,191, respectively.  Accrued interest and interest expense for these Notes as of and for the three months ended September 30, 2017, the note was assignedMarch 31, 2021 totaled $10,331 and $1,523, respectively.