Sears Oil and Gas Corporation (“SOG” or the Company) is registering an aggregate of 6,800,000 shares of our common stock that are to be sold, from time-to-time, by one or more of the selling stockholders.  The selling stockholders may only offer and sell, from time to time, common stock using this prospectus in transactions at a fixed offering price of $0.01 per share until a trading market develops in our common stock, at which time the selling stockholders may sell shares at prevailing market prices, which may vary, or at privately negotiated prices. The proceeds from the sale of the shares will go directly to the selling stockholders and will not be available to us.

This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information that is different from that contained in this prospectus. The company is offering to sell and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted. This document may only be used where it is legal to sell the shares of common stock. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

Upon completion of this offering we will be subject to the informational requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and, in accordance therewith, file reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). Such reports, proxy statements and other information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C., 20549. Electronic filings filed on or after July 1, 1992 are available via the Electronic Data Gathering Analysis and Retrieval System (EDGAR) at the public reference facility. The SEC also maintains a web site that contains reports, proxy and information statements and other materials that are filed through EDGAR which can be accessed at http://www.sec.gov.

This prospectus constitutes a part of a registration statement on Form S-1 (together with all amendments and exhibits thereto, the “Registration Statement”) filed by the Company with the SEC under the Securities Act of 1933, as amended (the “Securities Act”). As permitted by the rules and regulations of the SEC, this prospectus omits certain information contained in the Registration Statement, and reference is made to the Registration Statement and related exhibits for further information with respect to the Company and the securities offered hereby. Any statements contained herein concerning the provisions of any document filed as an exhibit to the Registration Statement or otherwise filed with the SEC are not necessarily complete, and in each instance reference is made to the copy of such document so filed. Each such statement is qualified in its entirety by such reference.

We hereby undertake to provide without charge to each person, including a beneficial owner, to whom a prospectus is delivered, upon written or oral request of each person, a copy of any document included herein. Requests should be directed to:

This prospectus covers the sale of up to an aggregate of 6,800,000 shares of our common stock held by our selling shareholders.   There is currently no public market for our common stock and there is no guarantee that any such market will develop in the future.

Sears Oil and Gas Corporation (hereinafter referred to as “SOG” or the “Company”), a Nevada corporation incorporated on October 18,September 9, 2005, is a developmental stage company with a principal business objective of taking advantage of the many and varied opportunities currently presented within the oil and gas field. SOG intends to exploit multiple revenue streams throughout the natural resources industry, including oil, gas and mining properties.

We are a small, start-up company that has not generated any revenues and that lacks a stable customer base.  Since our inception to the present, we have not generated any revenues. We believe that the funds received from our recent private placement offering pursuant to Regulation D, Rule 505, will be sufficient to finance our efforts to become operational and carry us through the next twelve (12) months. We believe that the recurring revenues future operations will be sufficient to support ongoing operations. Unfortunately, there can be no assurance that the actual expenses incurred over the next twelve months will not materially exceed our current capital base and cash flows from our operations. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern.  If we do not produce sufficient cash flow to support our operations over the next 12 months, we may need to raise additional capital by issuing additional common stock in exchange for cash in order to continue as a going concern. This potential future issuance of common stock would dilute the holdings of any of the selling shareholders in this offering.  There are no formal or informal agreements to attain such financing.  We cannot assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms.  Without securing additional capital, it may be unlikely for us to stay in business and any investment made into the company would be lost in its entirety.

We currently have two officers and directors whose names are William Sears and Max Kern. These individuals allocate time and personal resources to Sears Oil and Gas on a part-time basis. As of the date of this prospectus, Sears Oil and Gas has 36,200,000 shares of $0.001 par value common stock issued and outstanding.  

Our mailing address is P.O. Box 1087, Laporte CO 80535.  Our offices are located at 351-B Linden Street, Fort Collins, Colorado 80524. the telephone number is (970) 224-1189.  Sears Oil and Gas Corporation’s fiscal year end is December 31.

The offering consists entirely of shares offered by the selling stockholders.  We are offering no shares.  The selling stockholders are offering 6,800,000 shares, or 18.79%, of our issued and outstanding common stock as soon as practicable after this Registration Statement becomes effective.  The selling shareholders will sell at a price of $0.01 per share until the shares are quoted on the OTC Bulletin Board® or in another quotation medium and, thereafter, at prevailing market prices or privately negotiated prices.  The offering price of $0.01 for the common stock being registered for hereby is what the selling shareholders had paid for their shares. The proceeds of the offering will go directly to the selling stockholders.  None of the proceeds will be available to our Company.

Sears Oil and Gas Corporation’s stock transfer agent is Delos Stock Transfer Company, 762 South U.S. Highway 1, Suite 159, Vero Beach, Florida 32962. The phone number is (503) 320-2873.

We have agreed to pay all costs and expenses relating to the registration of its common stock, but the selling stockholders will be responsible for any related commissions, all taxes including but not limited to federal and state income taxes, attorney's fees and related charges in connection with the offer and sale of the shares.  The selling stockholders may sell their common stock through one or more broker/dealers, and such broker/dealers may receive compensation in the form of commissions.

The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to SOG assets, book value, historical earnings or net worth.

The purchase of the common stock in this offering involves a high degree of risk.  The common stock offered in this prospectus is for investment purposes only and currently no market for SOG common stock exists.  Please refer to the sections herein titled "Risk Factors" and "Dilution" before making an investment in this stock.

The following table sets forth summary financial data derived from SOG financial statements.  The data should be read in conjunction with the financial statements, related notes and other financial information included in this prospectus.

We have not acquired any leases and have not entered into any agreements to acquire property. We have not yet begun exploration. As a result, we have a limited operating history on which to base an evaluation of our prospects. Our operating activities since our inception have consisted primarily of locating potential lease property. Accordingly, we have not earned any revenues to date. We have no way to evaluate the likelihood that we will be able to operate our business successfully or that the property on which we hold a lease, or any properties on which we hold leases in the future, contain any recoverable reserves. We anticipate that we will incur increased operating costs without realizing any revenues during the period when we are exploring the property on which we will hold the lease. If we are not able to generate significant revenues from our operations and any disposition of our properties, we will not be able to earn profits or continue operations. Additionally, at this early stage of our operation, we face certain risks and uncertainties frequently encountered by companies at the start up stage of their business development. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition.

We have incurred losses as a result of our development stage and pre-exploration expenses and our lack of revenue. Accordingly, we have received a report from our independent auditors that includes an explanatory paragraph describing their substantial doubt about our ability to continue as a going concern. This may negatively impact our ability to obtain additional funding or funding on terms attractive to us and may negatively impact the market price of our stock.

We have limited capital resources. To date, we have not generated any significant cash flow from our operations.  Unless we begin to generate sufficient revenues from the full implementation of our business plan to finance operations as a going concern, we may experience liquidity and solvency problems. Such liquidity and solvency concerns may force us to go out of business, if additional financing is not available. We have no intention of liquidating. In the event our cash resources are insufficient to continue operations, we intend to raise additional capital through offerings and sales of equity or debt securities. In the event we are unable to raise sufficient funds, we will be forced to go out of business and will be forced to liquidate. A possibility of such outcome presents a risk of complete loss of investment in our common stock.

Because we have not generated any revenue from our business and we cannot anticipate when we will be able to generate revenue from our business, we will need to raise additional funds for the exploration and continued development of our prospects or to respond to unanticipated requirements or expenses. Based on current and expected operations, we anticipate that we will require approximately $31,250 to fund our operations over the next twelve months. We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. If we are to sell additional shares, such sale will result in dilution to existing shareholders. Furthermore, there is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay our future indebtedness or that we will not default on our future debts, jeopardizing our business viability. Finally, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct business and explore our properties, which might result in the loss of some or all of your investment in our common stock.

Sears Oil and Gas is heavily dependent on the management experience that our Officers and Directors, William Sears and Max Kern bring to the company. If something were to happen to them, it would greatly delay its daily operations until further industry contacts could be established. Furthermore, there is no assurance that suitable people could be found to replace our management team. In that instance, Sears Oil and Gas may be unable to further its business plan. Additionally, Mr. Sears and Mr. Kern are employed outside of Sears Oil and Gas.  They have been able to commit approximately 10 hours per week of their time to the development of Sears Oil and Gas business plan in the next twelve months. If management is required to spend additional time with their outside employment, they may not have sufficient time to devote to Sears Oil and Gas and Sears Oil and Gas would be unable to develop its business plan.

Currently, officers and directors of SOG as a group directly own or control approximately 27,721,200 restricted shares of Common Stock in SOG which is approximately 81.46% of the approximately 36,200,000 shares of Common Stock issued and outstanding (see the section entitled "Security Ownership of Certain Beneficial Owners and Control Persons" herein).  As a result, our management as a group could exercise substantial control over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions.  This concentration of ownership limits the power to exercise control by our minority shareholders.

We do not have an audit or compensation committee comprised of independent directors. These functions are performed by the board of directors as a whole. The two members of the Board of Directors are not independent directors. Thus, there is a potential conflict in that the board members are also engaged in management and participate in decisions concerning management compensation and audit issues that may affect management performance.

Our operations depend on the efforts of Max Kern and William Sears, our officers and directors.  Neither Mr. Kern nor Mr. Sears have any experience related to public company management or as a principal accounting or principal financial officer.  After the effectiveness of this registration statement, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.  The costs of complying with such requirements may be substantial.  In the event we are unable to establish a base of operations that generates sufficient cash flows or cannot obtain additional equity or debt financing, the costs of maintaining our status as a reporting entity may inhibit out ability to continue our operations.

We operate in a highly competitive environment for acquiring properties, marketing oil and natural gas and securing trained personnel. The majority of our competitors possess’ and employ financial, technical and personnel resources substantially greater than ours, which can be particularly important in the areas in which we operate. Those companies may be able to pay more for productive oil and natural gas properties and exploratory prospects and to evaluate, bid for and purchase a greater number of properties and prospects than our financial or personnel resources permit. Our ability to acquire prospects and to find and develop reserves in the future will depend on our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. Also, there is substantial competition for available capital for investment in the oil and natural gas industry.

Current competitive factors in the domestic oil and gas industry are unique. The actual price range of crude oil is largely established by major international producers. Pricing for natural gas is more regional. However, more favorable prices can usually be negotiated for larger quantities of oil and/or gas product. In this respect, while we believe we have a price disadvantage when compared to larger producers, we view our primary pricing risk to be related to a potential decline in international prices to a level which could render production by small operators uneconomical.

Drilling and attempting to complete an oil and/or gas well poses particularly high risk of loss of investment because your entire investment could be expended in drilling and completing one or more dry holes or non-commercial wells. We will have to raise capital to conduct drilling activities. Whether drilling and completion activities are engaged in or deferred to later, each investor in this offering will, at some point in time, most likely incur some drilling and completion risks to the return of their investment in us. The principal risks which may be encountered in the drilling and completion of oil and gas wells are summarized as follows:

The price we receive for our oil and natural gas production will heavily influence our revenue, profitability, access to capital and future rate of growth. Oil and natural gas are commodities and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. Historically, the markets for oil and natural gas have been volatile. These markets will likely continue to be volatile in the future. The prices we receive for our production, and the levels of our production, will depend on numerous factors beyond our control. These factors include, but are not limited to, the following:

Lower oil and natural gas prices may not only decrease our revenues on a per unit basis, but also may reduce the amount of oil and natural gas that we can produce economically. Lower prices will also negatively impact the value of our proved reserves. A substantial or extended decline in oil or natural gas prices may materially and adversely affect our future business, financial condition, results of operations, liquidity or ability to finance planned capital expenditures.

Our future success will depend on the success of our exploitation, exploration, development and production activities. Our oil and natural gas exploration and production activities are subject to numerous risks beyond our control; including the risk that drilling will not result in any commercially viable oil or natural gas production. Our decisions to purchase, explore, develop or otherwise exploit prospects or properties will depend in part on the evaluation of data obtained through geophysical and geological analyses, production data and engineering studies, the results of which are often inconclusive or subject to varying interpretations. Reserve estimates depend on many assumptions that may turn out to be inaccurate” (below) for a discussion of the uncertainty involved in these processes. Our cost of drilling, completing and operating wells is often uncertain before drilling commences. Overruns in budgeted expenditures are common risks that can make a particular project uneconomical. Further, many factors may curtail, delay or cancel drilling, including the following:

We are not insured against all risks. Losses and liabilities arising from uninsured and underinsured events could materially and adversely affect our business, financial condition or results of operations. Our oil and natural gas exploration and production activities are subject to all of the operating risks associated with drilling for and producing oil and natural gas, including the possibility of:

Any of these risks could adversely affect our ability to conduct operations or result in substantial losses to our company. We may elect not to obtain insurance if we believe that the cost of available insurance is excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. If a significant accident or other event occurs and is not fully covered by insurance, then it could adversely affect us.

Exploration, development, production and sale of oil and natural gas are subject to extensive federal, state, local and international regulation. We may be required to make large expenditures to comply with governmental regulations. Matters subject to regulation include:

Under these laws, we could be liable for personal injuries, property damage and other damages. Failure to comply with these laws also may result in the suspension or termination of our operations and subject us to administrative, civil and criminal penalties. Moreover, these laws could change in ways that substantially increase our costs. Any such liabilities, penalties, suspensions, terminations or regulatory changes could materially adversely affect our financial condition and results of operations.

Our oil and natural gas operations are subject to stringent federal, state and local laws and regulations relating to the release or disposal of materials into the environment or otherwise relating to environmental protection. These laws and regulations may require the acquisition of a permit before drilling commences, restrict the types, quantities and concentration of substances that can be released into the environment in connection with drilling, and impose substantial liabilities for pollution resulting from our operations. Failure to comply with these laws and regulations may result in the assessment of administrative or civil penalties and the imposition of injunctive relief. Changes in environmental laws and costly waste handling, storage, transport, disposal or cleanup requirements may otherwise have a material adverse effect on our results of operations, competitive position or financial condition as well as the industry in general. Under these environmental laws and regulations, we could be held strictly liable for the contamination regardless of whether we were responsible for the release or if our operations were standard in the industry at the time they were performed.

Market conditions or the unavailability of satisfactory oil and natural gas transportation arrangements may hinder our access to oil and natural gas markets or delay our production. The availability of a ready market for our oil and natural gas production depends on a number of factors, including the demand for and supply of oil and natural gas and the proximity of reserves to pipelines and terminal facilities. Our ability to market our production depends in substantial part on the availability and capacity of gathering systems, pipelines and processing facilities owned and operated by third parties. Our failure to obtain such services on acceptable terms could materially harm our business.

We plan to sell the majority of our production to marketers and other purchasers that have access to nearby pipeline facilities. However, as we begin to further develop our current or future properties, we may find production in areas with limited or no access to pipelines, thereby necessitating delivery by other means, such as trucking, or requiring compression facilities. Such restrictions on our ability to sell our oil or natural gas have several adverse affects, including higher transportation costs, fewer potential purchasers (thereby potentially resulting in a lower selling price) or, in the event we were unable to market and sustain production from a particular lease for an extended time, possibly causing us to lose a lease due to lack of production.

Sears Oil and Gas believes that certain micro capitalization companies have significant potential for growth, although such companies generally have limited product lines, low market share, and limited financial resources.  The securities of such companies, if traded in the public market, may trade less frequently and in more limited volume than those of more established companies.  Additionally, in recent years, the stock market has experienced a high degree of price and volume volatility for the securities of micro capitalization companies.  In particular, micro capitalization companies that trade in the over-the-counter markets have experienced wide price fluctuations not necessarily related to the operating performance of such companies.

This Registration Statement is intended to secure transparency associated with registration such that the general public might have access to periodic and current information on our company as required by the Securities and Exchange Commission and the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, together with the rules and regulations as promulgated thereunder.  It is our hope that this might enhance the liquidity of our shares. However, there can be no assurance that a meaningful trading market will ever develop.  If no market can be developed for the Company’s common stock any investment made into the Company would likely be lost.

The Sarbanes-Oxley Act of 2002 was enacted in response to public concerns regarding corporate accountability in connection with recent accounting scandals.  The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws.  The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC, under the Securities Exchange Act of 1934.  Upon becoming a public company, we will be required to comply with the applicable provisions of the Sarbanes-Oxley Act.  The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers.  The perceived increased personal risk associated with these recent changes may deter qualified individuals from accepting these roles.  As a result, it may be more difficult for us to attract and retain qualified persons to serve on our boards of directors or as executive officers.  We continue to evaluate and monitor developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Any sale of a substantial number of shares of our common stock, or the prospect of sales, may have the effect of depressing the trading price of our common stock. In addition, those sales could lower our value and make it more difficult for us to raise capital. Further, the timing of the sale of the shares of our common stock may occur at a time when we would otherwise be able to obtain additional equity capital on terms more favorable to us. As of February 29,June 30, 2008, we had 36,200,000 shares of common stock outstanding, of which 29,900,000 will be eligible for resale in the public market, subject to applicable federal securities law restrictions.

Our Articles of Incorporation authorize the issuance of 75,000,000 shares of our common stock. The common stock can be issued by our board of directors, without stockholder approval. Any future issuances of our common stock would further dilute the percentage ownership of our Company held by public stockholders.

Even if we are approved for trading, the market price of our common stock is likely to be highly volatile. You may not be able to resell shares of our common stock following periods of volatility because of the market’s adverse reaction to volatility.

Any of these factors could have a significant and adverse impact on the market price of our common stock. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock, regardless of our actual operating performance.

The offering price of $0.01 per share of common stock was arbitrarily determined by Sears Oil and Gas and is unrelated to specific investment criteria, such as the assets or past results of SOG’s operations.  In determining the offering price, SOG considered such factors as the prospects, if any, of similar companies, the previous experience of management, SOG's anticipated results of operations, and the likelihood of acceptance of this offering.  Please review any financial or other information contained in this offering with qualified persons to determine its suitability as an investment before purchasing any shares in this offering.

Sears Oil and Gas has not declared or paid any cash dividends on its common stock since inception.  SOG intends to retain any future earnings to finance the operation and expansion of its business and does not anticipate paying any cash dividends in the foreseeable future on its common stock.

The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks.  Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system).  The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules; the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in any secondary market for a stock that becomes subject to the penny stock rules, and accordingly, customers in Company securities may find it difficult to sell their securities, if at all.

This prospectus contains forward-looking statements about Sears Oil Gas’s business, financial condition and prospects that reflect SOG management's assumptions and beliefs based on information currently available.  SOG can give no assurance that the expectations indicated by such forward-looking statements will be realized.  If any of SOG’s assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, the actual results may differ materially from those indicated by the forward-looking statements.

The key factors that are not within SOG’s control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the proposed merchandise that SOG expects to market, SOG’s ability to establish a sufficient customer base, managements' ability to raise capital in the future (if required), the retention of key employees, changes in the regulation of the industry in which SOG functions, and changes under the laws, rules and regulations of governmental entities.

There may be other risks and circumstances that management may be unable to predict.  

When used in this prospectus, words such as, "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

All of the shares being registered in this registration statement are issued and outstanding and held by the selling shareholders.  The selling security holders will receive the net proceeds from the resale of their shares.  We will not receive any of the proceeds from the sale of these shares, although we have agreed to pay the expenses related to the registration of such shares.

The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to SOG assets, book value, historical earnings or net worth.  In determining the offering price, management considered such factors as the prospects, if any, for similar companies, anticipated results of operations, present financial resources and the likelihood of acceptance of this offering.

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding.  Accordingly, there will be no dilution to our existing shareholders.

The following table sets forth (i) the number of outstanding shares, beneficially owned by the selling stockholders prior to the offering; (ii) the aggregate number of shares offered by each such stockholder pursuant to this prospectus; and (iii) the amount and the percentage of the class to be owned by such security holder after the offering is complete:

On or about July 16, 2007, Sears Oil and Gas, Inc. closed a private placement offering in which it sold 5,000,000 shares of its common stock to the aforementioned shareholders, with the exception of Centurion Capital Funding, LLC which was issued shares for services rendered.  The shares were issued at a price of $0.01 per share.  The shares bear a restrictive transfer legend.  This transaction (a) involved no general solicitation, (b) involved less than thirty-five non accredited purchasers, and (c) relied on a detailed disclosure document to communicate to the investors all material facts about Sears Oil and Gas Corporation, including an audited balance sheet and reviewed statements of income, if applicable, changes in stockholders’ equity and cash flows.

None of the selling stockholders is a broker/dealer or an affiliate of a broker/dealer.

Notes:

There is no public market for our common stock. Our common stock is currently held amongst a small community of shareholders. Therefore, the current and potential market for our common stock is limited and the liquidity of our shares may be severely limited. To date, we have made no effort to obtain listing or quotation of our securities on a national stock exchange or association. We have not identified or approached any broker/dealers with regard to assisting us apply for such listing. We are unable to estimate when we expect to undertake this endeavor. In the absence of being listed, no market is available for investors in our common stock to sell their shares. We cannot guarantee that a meaningful trading market will develop.

If the stock ever becomes tradable, the trading price of Sears Oil and Gas's common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond SOG's control.  As a result, investors may be unable to sell their shares at or greater than the price they are being offered at.

The selling stockholders may offer their shares at various times in one or more of the following transactions:

The selling stockholders may only offer and sell, from time to time, common stock using this prospectus in transactions at a fixed offering price of $0.01 per share until a trading market develops in our common stock, at which time the selling stockholders may sell shares at market prices, which may vary, or at negotiated prices.  The selling stockholders may use broker/dealers to sell their shares. The broker/dealers will either receive discounts or commissions from the selling stockholders, or they will receive commissions from purchasers of shares.

The selling stockholders may transfer the shares by means of gifts, donations and contributions. This prospectus may be used by the recipients of such gifts, donations and contributions to offer and sell the shares received by them, directly or through brokers, dealers or agents and in private or public transactions; however, if sales pursuant to this prospectus by any such recipient could exceed 500 shares, than a prospectus supplement would need to be filed pursuant to Section 424(b)(3) of the Securities Act to identify the recipient as a Selling Stockholder and disclose any other relevant information. We will file a prospectus supplement to name successors to any named selling shareholders who are able to use the prospectus to resell the shares. Such prospectus supplement would be required to be delivered, together with this prospectus, to any purchaser of such shares.

In order to comply with the applicable securities laws of certain states, the securities may not be offered or sold unless they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which SOG and the selling stockholders have complied.  The purchasers in this offering and in any subsequent trading market must be residents of such states where the shares have been registered or qualified for sale or an exemption from such registration or qualification requirement is available.

Some of the selling stockholders may be eligible and may elect to sell some or all of their shares pursuant to additional exemptions to the registration requirements of the Securities Act, including but not limited to, Rule 144 promulgated under the Securities Act, rather than pursuant to this Registration Statement.

Under certain circumstances the selling stockholders and any broker/dealers that participate in the distribution may be deemed to be "underwriters" within the meaning of the Securities Act.  Any commissions received by such broker/dealers and any profits realized on the resale of shares by them may be considered underwriting discounts and commissions under the Securities Act.  The selling stockholders may agree to indemnify such broker/dealers against certain liabilities, including liabilities under the Securities Act.

The selling stockholders will also be subject to applicable provisions of the Exchange Act and regulations under the Exchange Act, which may limit the timing of purchases and sales of the shares by the selling stockholders.

Furthermore, under Regulation M under the Exchange Act, any person engaged in the distribution or the resale of shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of such distribution.  All of the above may affect the marketability of the securities and the availability of any person or entity to engage in market-making activities with respect to our common stock.

The selling stockholders will pay all commissions, transfer fees, and other expenses associated with the sale of securities by them. The shares offered hereby are being registered by us, and we have paid the expenses of the preparation of this prospectus.  We have not made any underwriting arrangements with respect to the sale of shares offered hereby.

We do not intend to engage in any distribution efforts on behalf of any of the holders of our common stock other than providing for registration of the securities registered for sale with the U.S. Securities and Exchange Commission.

Each of the selling stockholders is acting independently of us in making decisions with respect to the timing, manner and size of each with the distribution of the shares. The selling stockholders may only offer and sell common stock using this prospectus in transactions at a fixed offering price of $0.01 per share until a trading market develops in our common stock, at which time the selling stockholders may sell shares at market prices, which may vary, or at negotiated prices. There is no assurance, therefore, that the selling stockholders will sell any or all of the shares. In connection with the offer and sale of the shares, we have agreed to make available to the selling stockholders copies of this prospectus and any applicable prospectus supplement and have informed the selling stockholders of the need to deliver copies of this prospectus and any applicable prospectus supplement to purchasers at or prior to the time of any sale of the shares offered hereby. Our private investors held no influence on the decision to become a public reporting company.

We have 36,200,000 shares of our common stock issued and outstanding as of February 29,June 30, 2008.

The Company is authorized to issue up to 75,000,000 shares of common stock. Holders of our common stock are entitled to one vote for each share in the election of directors and on all matters submitted to a vote of stockholders. There is no cumulative voting in the election of directors.

The holders of the common stock are entitled to receive dividends, when and as declared, from time to time, by our board of directors, in its discretion, out of any assets of the Company legally available.

Upon the liquidation, dissolution or winding up of the Company, the remaining assets of the Company available for distribution to stockholders will be distributed among the holders of common stock, pro rata based on the number of shares of common stock held by each.

Holders of common stock generally have no preemptive, subscription, redemption or conversion rights. The outstanding shares of common stock are, when issued, fully paid and non-assessable.

No holder of any shares of Sears Oil and Gas Corporation stock has preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock or any unauthorized securities convertible into or carrying any right, option or warrant to subscribe for or acquire shares of any class of stock not disclosed herein.

Holders of Sears Oil and Gas Corporation common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of SOG directors.

The Company has no class of capital stock designated as preferred stock.

Stockholders’ rights and related matters are governed by Nevada corporate law, our articles of incorporation and our bylaws. Certain provisions of the Nevada Private Corporations Law may discourage or have the effect of delaying or deferring potential changes in control of the Company. The cumulative effect of these terms may be to make it more difficult to acquire and exercise control of the Company and to make changes in management. Furthermore, these provisions may make it more difficult for stockholders to participate in a tender or exchange offer for common stock and in so doing may diminish the market value of the common stock.

One of the effects of the existence of authorized but unissued shares of our common stock may be to enable our board of directors to render it more difficult or to discourage an attempt to obtain control of the Company and thereby protect the continuity of or entrench our management, which may adversely effect the market price of our common stock. If in the due exercise of its fiduciary obligations, for example, our board of directors were to determine that a takeover proposal were not in the best interests of the Company, such shares could be issued by the board of directors without stockholder approval in one or more private placements or other transactions that might prevent or render more difficult or make more costly the completion of any attempted takeover transaction by diluting voting or other rights of the proposed acquirer or insurgent stockholder group, by creating a substantial voting block in institutional or other hands that might support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.

Our bylaws provide that special meetings of stockholders may be called only by our board of directors, the chairman of the board, or our president, or as otherwise provided under Nevada law.

The payment by us of dividends, if any, in the future rests within the discretion of our Board of Directors and will depend, among other things, upon our earnings, capital requirements and financial condition, as well as other relevant factors. We have not paid any dividends since our inception and we do not intend to pay any cash dividends in the foreseeable future, but intends to retain all earnings, if any, for use in our business.

After this offering, Sears Oil and Gas Corporation will furnish its shareholders with annual financial reports certified by SOG's independent accountants, and may, in SOG's discretion, furnish unaudited quarterly financial reports.

After this offering, SOG will file periodic and current reports with the Securities and Exchange Commission as required to maintain the fully reporting status.

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Timothy S. Orr, Esq., Spokane, Washington, an independent legal counsel, has provided an opinion on the validity of Sears Oil and Gas Corporation’s issuance of common stock and is presented as an exhibit to this filing.

The financial statements appearing in the registration statement have been audited by Moore and Associates, Chartered, Las Vegas, Nevada, an independent registered public accounting firm, to the extent and for the periods indicated in their report appearing elsewhere herein, which report expresses an unqualified opinion and includes an explanatory paragraph relating to the Company’s ability to continue as a going concern and are included in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

SEARS OIL AND GAS CORPORATION (“SOG” or the “Company”) a Nevada corporation which was incorporated on October 18,September 9, 2005, is a developmental stage company with a principal business objective of taking advantage of the many and varied opportunities currently presented within the oil and gas field.  SOG intends to exploit multiple revenue streams throughout the natural resources industry, including oil, gas and mining areas.

The Company has a manufacturing contract to use Quaestus Refining LLCs’ license for a patented technology to recover crude oil from “tar sands” deposits.  The technology is the first to eliminate environmental concerns, make oil economically feasible through the recovery of oil locked in tar sands and facilitate highly profitable commercialization of previously non-exploitable U.S. and global oil reserves.

We intend to be the market leader, the most cost-effective, environmentally responsible producer of crude oil from tar sands and shallow oil deposits – with an unparalleled global low ‘total’ recovery cost of less than $15.00 per barrel—before tax credits.

Quaestus Refining LLC licensed a developed and revolutionary new technology that uses non-toxic solvents to cost-effectively and eco-effectively remove oil from tar sands.  Tar sands (also called ‘oil sands’) are sedimentary rock formations that contain about 7% - 15% by weight of very viscous or asphalt-like petroleum oil known as “Bitumen’.   The Company’s process has been developed and proven with over six months of successful pilot plant operation.  The unique and patented technology features a continuous flow process coupled with a gas-liquid interface and incorporating a pressure differential to extract oil from sand.  The result is 99.9% recovery of oil resident in the sand with no loss of solvent! The petroleum industry has not previously succeeded in finding a commercially viable means to recover oil from tar sands using solvent-based technology.

Quaestus Refining LLC’s licensed process has a large number of critical and unique success factors not the least of which include:

Oil recovered from tar sands could substantially alleviate energy gap problems and prolong the dates when the U.S. and the world run out of conventional crude oil.  They will also give technology additional time to come up with commercially viable alternative solutions in time to prevent major dislocations in our geopolitical and industrial world economies.  “Proven” global tar sands reserves total 524 billion barrels of which 83 billion barrels are located in the U.S.—decreasing U.S. total dependency on foreign imports.

We plan to supply central administrative, correlated transportation and delivery, financial management, marketing and sales programs and expertise.  The Company is entering second stage development and has a synergistic prototype system designed and has identified initial prospective acquisitions, vendors and consumers.  The company is refining the production prototype before introducing it to the market and contracting with marketing partners.  The administrative costs under this new system will be comparable to existing systems. The production and transportation costs of these new systems are comparable to existing systems but may be less due to greater centralized purchasing power.  Our goal is to create the efficiencies of a vertically integrated utility whose products and services can be contracted with confidence by purchasing executives, and is both convenient and profitable for independent producers to utilize.  This goal is clearly in view with the company’s current strategic plan.

We can be characterized as an oil and natural gas marketing business. The Company will contract whenever possible directly with the producers in order to provide the greater net income of dealing directly. The company also intends on contracting with pipeline companies and brokers in order to create the greatest profit for the Company. The Company will contract for transportation directly with the pipelines (transportation companies) which will give the company control of the oil and gas purchased at the original purchase point all the way to the end user. The company intends to contract directly with the end users to establish complete control of all phases of the purchase and ultimate sale of the production to assure the company of the highest profit possible for each transaction.

The Company places a great deal of emphasis on oil and natural gas production and its transportation. The company’s management feels that natural gas will be the fuel of the future for automobiles, trucks, and buses due to the new clean air standards that will be going into effect and has noted that many tests with natural gas as vehicular fuel have been conducted by Public Service Company of Colorado, Amoco and other major companies.

The Company intends to acquire field transportation and short haul lines, which should increase the company’s profits. This may create additional profits by providing transportation services and the resulting fees to other Companies as well as its own transportation for its own contracts. These transportation contracts with other companies can result in cash flow in addition to the Company’s in house contracts. Thus after obtaining field gathering systems and also contracting with the transportation companies, the company will have the capability of developing its own end users, which should give the company a larger margin of profit. The Company will be able to contract directly with end users because of the industry deregulation of recent years making it possible for independent contractors to transport to end users through interstate pipelines.

Historically the oil and gas industry consists primarily of the exploration for oil and/or gas by locating the presence of hydrocarbons in the zones of geological formations under the surface of the earth by the testing of these zones either geophysically, and seismically, or by drilling a “hole” and “logging” the hole by means of an “electric log” which is done by inserting the logging device into the hole, and recording the “resistivity” and permeability of the rock formations therein. If the hole is determined to contain oil or gas in commercial quantities, the “hole” then becomes a “well.” The well is then completed, and the production of oil or gas is begun. If the hole is determined not to contain hydrocarbons in commercial quantities, it is then declared a “dry hole” and is abandoned. As may be presumed, the oil and gas industry has become, over the years, very competitive and very complicated.  New production technologies make it possible to recover commercially viable production from properties previously deemed to be dry.   The product is then sold to refineries or to end-users and delivered by truck or by pipeline.

The Company may exploit coal reserves located in Wyoming.  The Company is currently exploring this option with previously proven reserves.  However, there can be no assurance the Company will be successful in exploiting any of these coal reserves in the future.  Moreover, the Company may not have the resources available to adequately pursue these interests in the future.

In the future and if the Company as the resources available it intends to formulate a plan whereby it would acquire production contracts and interests for gold and precious metals which were previously owned by a privately held company. The production interests are for patented and un-patented lode mining claims in Mohave County, Arizona. The claims are in a volcanic area of proven production, which was worked about 70 years ago. Production was limited due to a lacking of equipment and technology leaving most of the fine gold. Modern mining equipment and techniques will facilitate in recovery of this fine gold. Mining in Arizona exploded during the 1870’s and 1880’s.  There can be no assurance that the Company will ever have the resources available to pursue this business endevour, and if it does that it would be successful in generating revenue from it.

Given the current geo-political turmoil, the international market in energy in general and crude oil in particular, marketing our energy products domestically should be readily excepted; however, we cannot guarantee the market will be interested in our products and want to purchase and utilize them on a consitent basis.  If the energy market is not receptive to our products our business would fail.

The market for oil and gas production is regulated by both the state and federal governments. The overall market is mature and with the exception of gas, all producers in a producing region will receive the same price.

The major oil companies will purchase all crude oil offered for sale at posted field prices. There are price adjustments for quality differences from the Benchmark. Benchmark is Saudi Arabian light crude oil employed as the standard on which OPEC price changes have been based. Quality variances from Benchmark crude will results in lower prices being paid for the variant oil. Oil sales are normally contracted with a purchaser or gatherer as it is known in the industry who will pick up the oil at the well site. In some instances there may be deductions for transportation from the well head to the sales point. At this time the majority of crude oil purchasers do not charge transportation fees unless the well is outside their service area. The service area is a geographical area in which the purchaser of crude oil will not charge a fee for picking upon the oil. The purchaser or oil gatherer as it is called within the oil industry will usually handle all check disbursements to both the working interest and royalty owners. We will be a working interest owner. By being a working interest owner, we are responsible for the payment of our proportionate share of the operating expenses of the well. Royalty owners and over riding royalty owners receive a percentage of gross oil production for the particular lease and are not obligated in any manner whatsoever to pay for the costs of operating the lease. Therefore, we, in most instances, will be paying the expenses for the oil and gas revenues paid to the royalty and over riding royalty interests.

Gas sales are by contract. The gas purchaser will pay the well operator 100% of the sales proceeds on or about the 25th of each and every month for the previous month’s sales. The operator is responsible for all checks and distributions to the working interest and royalty owners. There is no standard price for gas. Price will fluctuate with the seasons and the general market conditions. It is our intention to utilize this market whenever possible in order to maximize revenues. We do not anticipate any significant change in the manner production is purchased; however, no assurance can be given at this time that such changes will not occur.

As sales increase, research and development will be expanded.  If our intended exploration, research and development activities mature, we will be able to increase not only our product output but also stabilize financial independence as well.

The oil and gas industry is highly competitive. Our competitors and potential competitors include major oil companies and independent producers of varying sizes which are engaged in the acquisition of producing properties and the exploration and development of prospects. Most of our competitors have greater financial, personnel and other resources than we do and therefore have greater leverage in acquiring prospects, hiring personnel and marketing oil and gas.

We will be conducting research in the form of drilling on the properties leased and the refinement of our licensed equipment. Our business plan is focused on a strategy for maximizing the long-term exploration and development of our properties. To date, we have focused primarily on acquiring our interest in a single lease as described herein on which to determine the best practices related to exploiting our technology.

The production and sale of natural resources, and oil and gas in particular, is subject to regulation by state, federal and local authorities. In most areas there are statutory provisions regulating the production of oil and natural gas under which administrative agencies may set allowable rates of production and promulgate rules in connection with the operation and production of such wells, ascertain and determine the reasonable market demand of oil and gas, and adjust allowable rates with respect thereto.

The sale of liquid hydrocarbons was subject to federal regulation under the Energy Policy and Conservation Act of 1975 which amended various acts, including the Emergency Petroleum Allocation Act of 1973. These regulations and controls included mandatory restrictions upon the prices at which most domestic and crude oil and various petroleum products could be sold. All price controls and restrictions on the sale of crude oil at the wellhead have been withdrawn. It is possible, however, that such controls may be re-imposed in the future but when, if ever, such re-imposition might occur and the effect thereof is unknown.

The sale of certain categories of natural gas in interstate commerce is subject to regulation under the Natural Gas Act and the Natural Gas Policy Act of 1978 (“NGPA”). Under the NGPA, a comprehensive set of statutory ceiling prices applies to all first sales of natural gas unless the gas specifically exempt from regulation (i.e., unless the gas is deregulated). Administration and enforcement of the NGPA ceiling prices are delegated to the Federal Energy Regulatory Commission (“FERC”). In June 1986 the FERC issued Order No. 451, which in general is designed to provide a higher NGPA ceiling price for certain vintages of old gas. It is possible, though unlikely, that we may in the future acquire significant amounts of natural gas subject to NGPA price regulations and/or FERC Order No. 451.

Our operations are subject to extensive and continually changing regulation because of legislation affecting the oil and natural gas industry is under constant review for amendment and expansion. Many departments and agencies, both federal and state, are authorized by statute to issue and have issued rules and regulations binding on the oil and natural gas industry and its individual participants. The failure to comply with such rules and regulations can result in large penalties. The regulatory burden on this industry increases our cost of doing business and, therefore, affects our profitability. However, we do not believe that we are affected in a significantly different way by these regulations than our competitors are affected.

We can make sales of oil, natural gas and condensate at market prices which are not subject to price controls at this time. The price that we receive from the sale of these products is affected by our ability to transport and the cost of transporting these products to market. Under applicable laws, FERC regulates:

Our possible future sales of natural gas are affected by the availability, terms and cost of pipeline transportation. The price and terms for access to pipeline transportation remain subject to extensive federal and state regulation. Several major regulatory changes have been implemented by Congress and FERC from 1985 to the present. These changes affect the economics of natural gas production, transportation and sales. In addition, FERC is continually proposing and implementing new rules and regulations affecting these segments of the natural gas industry that remain subject to FERC’s jurisdiction. The most notable of these are natural gas transmission companies.

FERC’s more recent proposals may affect the availability of interruptible transportation service on interstate pipelines. These initiatives may also affect the intrastate transportation of gas in some cases. The stated purpose of many of these regulatory changes is to promote competition among the various sectors of the natural gas industry. These initiatives generally reflect more light-handed regulation of the natural gas industry. The ultimate impact of the complex rules and regulations issued by FERC since 1985 cannot be predicted. In addition, some aspects of these regulatory developments have not become final but are still pending judicial and FERC final decisions. We cannot predict what further action FERC will take on these matters. However, we do not believe that any action taken will affect us much differently than it will affect other natural gas producers, gatherers and marketers with which we might compete.

Effective as of January 1, 1995, FERC implemented regulations establishing an indexing system for transportation rates for oil. These regulations could increase the cost of transporting oil to the purchaser. We do not believe that these regulations will affect us any differently than other oil producers and marketers with which we compete.

Our proposed drilling and production operations are subject to regulation under a wide range of state and federal statutes, rules, orders and regulations. Among other matters, these statutes and regulations govern:

and require:

Our operations are affected by the various state, local and federal environmental laws and regulations, including the:

These laws and regulations govern the discharge of materials into the environment or the disposal of waste materials, or otherwise relate to the protection of the environment. In particular, the following activities are subject to stringent environmental regulations:

Violations are subject to reporting requirements, civil penalties and criminal sanctions. As with the industry generally, compliance with existing regulations increases our overall cost of business. The increased costs cannot be easily determined. Such areas affected include:

Environmental regulations historically have been subject to frequent change by regulatory authorities. Therefore, we are unable to predict the ongoing cost of compliance with these laws and regulations or the future impact of such regulations on our operations. However, we do not believe that changes to these regulations will have a significant negative affect on our operations.

A discharge of hydrocarbons or hazardous substances into the environment could subject us to substantial expense, including both the cost to comply with applicable regulations pertaining to the clean up of releases of hazardous substances into the environment and claims by neighboring landowners and other third parties for personal injury and property damage. We do not maintain insurance for protection against certain types of environmental liabilities.

The Clean Air Act requires or will require most industrial operations in the United States to incur capital expenditures in order to meet air emission control standards developed by the EPA and state environmental agencies. Although no assurances can be given, we believe the Clean Air Act requirements will not have a material adverse effect on our financial condition or results of operations.

RCRA is the principal federal statute governing the treatment, storage and disposal of hazardous wastes. RCRA imposes stringent operating requirements, and liability for failure to meet such requirements, on a person who is either:

At present, RCRA includes a statutory exemption that allows oil and natural gas exploration and production wastes to be classified as non-hazardous waste. As a result, we will not be subject to many of RCRA’s requirements because our operations will probably generate minimal quantities of hazardous wastes.

CERCLA, also known as “Superfund,” imposes liability, without regard to fault or the legality of the original act, on certain classes of persons that contributed to the release of a “hazardous substance” into the environment. These persons include:

CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur. In the course of our ordinary operations, we could generate waste that may fall within CERCLA’s definition of a “hazardous substance.” As a result, we may be liable under CERCLA or under analogous state laws for all or part of the costs required to clean up sites at which such wastes have been disposed.

Under such law we could be required to:

We could also be subject to other damage claims by governmental authorities or third parties related to such contamination.

The Company’s Board of Directors has approved a Code of Ethics for management relating to financial disclosures and filings related to future reporting requirements. A copy of the Code of Ethics will be made available to you by contacting the Company at 351-B Linden Street, Ft. Collins, Colorado 80524.

The Board of Directors has approved an Internal Control Manual so that management has an organizational guide for the purpose of establishing policy toward Company wide treatment of check writing and receiving, as well as the items relating to disclosure to shareholders and regulators.

We are currently in the development stage.  During this development period, SOG plans to rely exclusively on the services of its officers and directors, to establish business operations and perform or supervise the minimal services required at this time.  Sears Oil and Gas believes that its operations are currently on a small scale that is manageable by these individuals.  There are no other full or part-time employees.

Sears Oil and Gas Corporation uses a corporate office located at 351-B Linden Street, Ft. Collins, Colorado 80524.  Office space, telephone services and storage are currently being provided free of charge by President, William C. Sears.  There are currently no proposed programs for the renovation, improvement or development of the facilities currently use.

Sears Oil and Gas’ management does not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income.  SOG does not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.

Sears Oil and Gas Corporation is not currently a party to any legal proceedings. SOG’s agent for service of process in Nevada is Stevenson Management Group at 9750 Pease Way, Suite 2090, Las Vegas, Nevada 89147. The telephone number is (702) 371-5754.

SOG’s officers and directors have not been convicted in a criminal proceeding nor have they been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.

Mr. Sears and Mr. Kern, the Company’s officers and directors have not been convicted of violating any federal or state securities or commodities law.

There are no known pending legal or administrative proceedings against the Company.

This section must be read in conjunction with the Audited Financial Statements included in this prospectus.

The Company is a start-up exploration stage company that was incorporated in Nevada on October 18,September 9, 2005 to acquire and explore oil and gas leases which are not in either the development stage or production stage. To date we have not acquired any property or leases.

Our auditors have issued a going concern opinion which means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin selling oil and gas. The more money we raise, the more drilling we can conduct. Since we do not know what the exploration of our prospects and future prospects will bear, we cannot say whether we will be successful even if we raise adequate funds to explore such properties.

Sears Oil and Gas’ Business Strategy has two phases.  During the first phase, the company will concentrate heavily on acquiring oil and gas leases on property that the Company has performed geological surveys.  The second phase will focus on opening, funding, and managing various limited partnerships or limited liability companies to develop and explore the oil and gas properties it has under lease. The Company will also focus on acquiring through joint ventures or other means, already developed oil and gas properties that will provide a revenue stream for the Company.

To date, Sears Oil and Gas Corporation has not implemented its fully planned principal operations or strategic business plan. Presently, SOG is attempting to secure sufficient monetary assets to increase operations.  SOG cannot assure any investor that it will be able to enter into sufficient business operations adequate enough to insure continued operations.  

Currently, the Company is in the exploration stage, and has not generated any revenues from operations. Revenue will be recognized only at such time as the Company has identified, recovered and sold or delivered raw minerals, oil and/or gas. Any exploration costs will be expensed as incurred.

SOG currently does not own any significant plant or equipment that it would seek to sell in the near future.

SOG management does not anticipate the need to hire employees over the next 12 months, with the possible exception of telemarketing and customer service telephone support should business develop of a sufficient nature to necessitate such expenditure. Currently, SOG believes the services provided by its officers and directors appear sufficient at this time. SOG believes that its operations are currently on a small scale that is controllable by the present management.

SOG has no plans to seek a business combination with another entity in the foreseeable future.

Sears Oil and Gas Corporation incorporated on October 18,September 9, 2005.  As of February 29,June 30, 2008, SOG has generated no revenues while incurring $79,632$95,554 in total expenses.  This resulted in a net loss of $79,632$95,554 since inception, which is attributable to general and administrative expenses. Since incorporation, Sears Oil and Gas Corporation have financed its operations through minimal initial capitalization and nominal business activity.  

The realization of sales revenues in the next 12 months is important in the execution of the plan of operations.  However, SOG cannot guarantee that it will generate such growth.  If SOG does not produce sufficient cash flow to support SOG operations over the next 12 months, SOG may need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern.  There are no formal or informal agreements to attain such financing.  SOG cannot assure any investor that, if needed, sufficient financing can be obtained or, if obtained, that it will be on reasonable terms.  Without realization of additional capital, it would be unlikely for operations to continue.

We will need to raise additional funds for working capital and to explore and develop our leases. We plan to raise such funds through the sale of equity or debt capital. Such equity securities might have rights, preferences or privileges senior to the outstanding Common Stock. Any debt that we may issue will be senior in right of payment to the outstanding Common Stock and may be convertible into Common Stock. Further, we may issue options or warrants in connection with such placements.

We also may enter into a joint venture, joint development, farm-out or similar arrangement with one or more third parties to raise the capital necessary to explore and develop our prospects.

There can be no assurance that we can obtain the capital we require through the sale of our debt or equity securities or enter into arrangements with third parties on terms acceptable to us, or at all. If we are unable to raise additional cash as necessary, we will either have to suspend operations until we do raise the cash or cease operations entirely.

SOG has not paid for expenses on behalf of any director.  Additionally, SOG believes that this policy shall not materially change.

Sears Oil and Gas Corporation does not have any off-balance sheet arrangements.

The following table sets forth certain information as of the date of this offering with respect to the beneficial ownership of SOG common stock by all persons known by SOG to be beneficial owners of more than 5% of any such outstanding classes, and by each director and executive officer, and by all officers and directors as a group.  Unless otherwise specified, the named beneficial owner has, to SOG knowledge, either sole or majority voting and investment power.

Since Sears Oil and Gas Corporation’s incorporation on October 18,September 9, 2005, SOG has not paid any compensation to any officer, director or employee.  SOG does not have employment agreements.  Any future compensation to be paid will be determined by the Board of Directors, and, as appropriate, an employment agreement will be executed.  SOG does not currently have plans to pay any compensation until such time as it maintains a positive cash flow.

Sears Oil and Gas Corporation currently have no existing or proposed option/SAR grants.

Directors are not entitled to receive compensation for services rendered to Sears Oil and Gas Corporation, or for each meeting attended except for reimbursement of out-of-pocket expenses.  There are no formal or informal arrangements or agreements to compensate directors for services provided as a director.

Under our Articles of Incorporation and Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of her position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Securities Act and is, therefore, unenforceable.

Directors are elected by the stockholders to a term of one year and serve until a successor is elected and qualified.  Officers are appointed by the Board of Directors to a term of one year and serve until a successor is duly elected and qualified, or until removed from office.  The Board of Directors has no nominating, auditing or compensation committees.

The following table sets forth the names, positions and ages of our directors and executive officers. Our directors were elected by the majority written consent of our stockholders in lieu of a meeting. Our directors are typically elected at each annual meeting and serve for one year and until their successors are elected and qualify. Officers are elected by our board of directors and their terms of office are at the discretion of our board.

Sears Oil and Gas Corporation has not yet implemented any board committees as of the date of this prospectus.  The Board of Directors may appoint an Audit Committee.  The Audit Committee will be authorized by the Board of Directors to review, with the Company's independent accountants, the annual financial statements of the Company prior to publication, and to review the work of, and approve non-audit services performed by, such independent accountants.  The Audit Committee will make annual recommendations to the Board for the appointment of independent public accountants for the ensuing year.  The Audit Committee will also review the effectiveness of the financial and accounting functions and the organization, operation and management of the Company.

The Company's Board of Directors presently consists of one member.  The Company's Board of Directors may appoint a Compensation Committee to review all employee and consultant compensation, including payroll expenditures, salaries, stock options, stock incentives and bonuses.  The Bylaws of the Company generally provide for majority approval of disinterested directors in order to adopt resolutions, including any borrowings by the Company or the issuance of any additional Common Stock. Although SOG anticipates appointing additional directors in the future, SOG has not identified any such person at this time.

As of the date of this prospectus, there is no public market in Sears Oil and Gas Corporation’s common stock.  This prospectus is a step toward creating a public market for SOG stock, which may enhance the liquidity of SOG shares. However, there can be no assurance that a meaningful trading market will develop.  Sears Oil and Gas Corporation and its management make no representation about the present or future value of SOG common stock.

As of the date of this prospectus,

1. There are no outstanding options or warrants to purchase, or other instruments convertible into, common equity of Sears Oil and Gas Corporation;

2. There are currently approximately 36,200,000 shares of SOG common stock held by approximately thirty (30) shareholders, including its officers and directors Max D. Kern and William C. Sears, that are not eligible to be sold pursuant to Rule 144 under the Securities Act;

3. Other than the stock registered under this Registration Statement, there is no stock that has been proposed to be publicly offered resulting in dilution to current shareholders.

As of the date of this document, Sears Oil and Gas Corporation has approximately 36,200,000 shares of common stock outstanding held by approximately thirty (30) shareholders.  These shares of common stock are restricted from resale under Rule 144 until registered under the Securities Act, or an exemption is applicable.

All of the presently outstanding shares of common stock (36,200,000) are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available.  The Issuer is filing this Registration Statement to register holders of 6,800,000 shares of our common stock as “Selling Shareholders”. The SEC has adopted final rules amending Rule 144 which shall became effective on February 15, 2008. Pursuant to the new Rule 144, one year must elapse from the time a “shell company”, as defined in Rule 405, ceases to be a “shell company” and files Form 10 information with the SEC, before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under the Securities and Exchange Act of 1934 (the “Exchange Act”). Under the amended Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or an Issuer that has at anytime previously a reporting or non-reporting shell company as defined in Rule 405, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

At the present time, the Company is classified as a “shell company” under Rule 405 of the Securities Act. As such, all restricted securities presently held by the shareholders of the Company who are not being registered pursuant to this Registration Statement may not be resold in reliance on Rule 144 until: (1) the Company files Form 10 information with the SEC when it ceases to be a “shell company”; (2) the Company has filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time the Company files the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

There are no promoters being used in relation with this offering, except that under the definition of promoter in Rule 405 of Regulation C of the Securities Act of 1933, William C. Sears and Max Kern, officers and directors of Sears Oil and Gas Corporation are considered to be promoters with respect to this offering. No persons who may, in the future, be considered a promoter will receive or expect to receive assets, services or other consideration from us. No assets will be or are expected to be acquired from any promoter on behalf of Sears Oil and Gas. We have not entered into any agreements that require disclosure to our shareholders. 

None of the following parties has, since the date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

During October 2005, the Company issued 25,221,200 shares of common stock to William C. Sears in exchange for services valued at $25,221.20 which issuance was exempt from the registration provisions of Section 5 of the Securities Act under Section 4(2) of such same said act.

During October 2005, the Company issued 2,500,000 shares of common stock to Max D. Kern in exchange for services valued at $2,500.00 which issuance was exempt from the registration provisions of Section 5 of the Securities Act under Section 4(2) of such same said act.

During October 2005, the Company issued 1,500,000 shares of common stock to Richard B. Graibus in exchange for services valued at $1,500.00, which issuance was exempt from the registration provisions of Section 5 of the Securities Act under Section 4(2) of such same said act.

During October 2005, the Company issued 778,800 shares of common stock to David G. Long in exchange for services valued at $778.80, which issuance was exempt from the registration provisions of Section 5 of the Securities Act under Section 4(2) of such same said act.

On or about July 17, 2007, the Company closed a private placement offering whereby it sold 5,000,000 shares of common stock at $0.01 per share to twenty five (25) purchasers, which offering was exempt pursuant to Regulation D. Rule 505 of the Securities Act of 1933, as amended.

During May 2008, pursuant to a contract with Centurion Capital Funding, LLC, an Oregon Limited Liability Company, the Company issued 1,800,000 shares of common stock to Centurion Capital Funding, LLC for services valued at $1,800.00, which issuance was exempt from the registration provisions of Section 5 of the Securities Act under Section 4(2) of such same said act.

Since inception until the present time, the principal independent accounting for the Company has neither resigned (nor declined to stand for reelection) nor have been dismissed. The independent accountant for the Company is Moore & Associates, Chartered, 2675 South Jones Boulevard, Suite 109, Las Vegas, Nevada 89146.