Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Jun. 30, 2017 | |
Document and Entity Information: | ||
Entity Registrant Name | Sears Oil & Gas | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2017 | |
Trading Symbol | sears | |
Amendment Flag | false | |
Entity Central Index Key | 1,434,737 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 3,181,005 | |
Entity Public Float | $ 3,181,005 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | No | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | Yes | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | FY |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 534 | $ 93 |
TOTAL ASSETS | 534 | 93 |
CURRENT LIABILITIES | ||
Accounts payable | 21,231 | 14,105 |
Accrued interest | 53,404 | |
Accrued interest - related parties | 45,584 | 27,147 |
Loans payable - related parties | 112,803 | 88,658 |
Convertible notes payable | 15,000 | |
Convertible notes payable - related parties | 55,000 | 55,000 |
Total Current Liabilities | 234,618 | 253,314 |
TOTAL LIABILITIES | 234,618 | 253,314 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock | 3,181 | 181 |
Additional paid-in capital | 342,343 | 101,819 |
Accumulated deficit | (579,608) | (355,221) |
Total Stockholders' Equity (Deficit) | (234,084) | (253,221) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 534 | $ 93 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
OPERATING EXPENSES | ||
Selling, general and administrative | $ 30,830 | $ 34,971 |
Total Operating Expenses | 30,830 | 34,971 |
LOSS FROM OPERATIONS | (30,830) | (34,971) |
OTHER INCOME (EXPENSES) | ||
Loss on extinguishment of debt | (164,794) | |
Interest expense | (28,763) | (28,620) |
Total Other Income (Expenses) | (193,557) | (28,620) |
LOSS BEFORE INCOME TAXES | (224,387) | (63,591) |
NET INCOME (LOSS) | $ (224,387) | $ (63,591) |
BASIC NET LOSS PER SHARE | $ (0.19) | $ (0.35) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 1,183,745 | 181,005 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Profit loss | $ (224,387) | $ (63,591) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Loss on extinguishment of debt | 164,794 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued interest | 17,452 | 24,012 |
Accrued interest - related parties | 18,437 | 10,828 |
Net Cash Used by Operating Activities | (23,704) | (28,751) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from loans payable - related parties | 24,145 | 27,725 |
Net Cash Provided by Financing Activities | 24,145 | 27,725 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 441 | (1,026) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 93 | 1,119 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 534 | 93 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | $ 5,000 | |
Non-cash investing and financing activities: | ||
Assignment of Convertible Notes Payable to Related Party | 15,000 | |
Conversion of related party debt and accrued interest into common stock | $ 78,730 |
Note 1 - Organization and Histo
Note 1 - Organization and History | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 1 - Organization and History | NOTE 1 - ORGANIZATION AND HISTORY Sears Oil and Gas Corporation (the Company) was incorporated on October 18, 2005 in the State of Nevada. The Company was formed to use a patented technology to produce crude oil from tar sands deposits. The Company will also conduct administrative, correlated transportation and delivery of product, financial management, and the marketing and sales programs of the operation. The Company has not commenced principle operations. |
Note 2 - Significant Accounting
Note 2 - Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 2 - Significant Accounting Policies | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Basic 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. The convertible debt was not included as it would be anti-dilutive due to continuing losses. Year Ended Loss (Numerator) Shares (Denominator) Per Share Amount December 31, 2017 $ (224,387) 1,183,745 $ (0.19) December 31, 2016 $ (63,591) 181,005 $ (0.35) Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments - On January 1, 2008, the Company adopted FASB ASC 820-10-50, Fair Value Measurements. Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. We have reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to our company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the years ended December 31, 2017 and 2016. Long-lived Assets - The Companys long lived assets are recorded at its cost. The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Concentration of Risk - Cash - The Company at times may maintain a cash balance in excess of insured limits. At December 31, 2017, the Company has no cash in excess of insured limits. Revenue Recognition - The Company will determine its revenue recognition policy when it determines a business model and achieves successful operations. Accounts Receivable - Accounts receivable are carried at the expected net realizable value. The allowance for doubtful accounts is based on management's assessment of the collectability of specific customer accounts and the aging of the accounts receivables. If there were a deterioration of a major customer's creditworthiness, or actual defaults were higher than historical experience, our estimates of the recoverability of the amounts due to us could be overstated, which could have a negative impact on operations. Cash and Cash Equivalents - For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. Property and Equipment - Property and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed straight-line over periods to be determined based on the nature of the assets. |
Note 3 - Income Taxes
Note 3 - Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 3 - Income Taxes | NOTE 3 - INCOME TAXES Income Taxes - The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10. FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained will be sustained upon examination based upon the technical merits of the position. If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. At December 31, 2017 the Company had net operating loss carryforwards of approximately $580,000 that may be offset against future taxable income through 2037. No tax benefits have been reported in the financial statements, because the potential tax benefits of the net operating loss carry forwards are offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in the future. Net deferred tax assets consist of the following components as of December 31, 2017 and 2016: 2017 2016 Deferred tax assets: NOL Carryover $ 151,000 $ 92,000 Valuation allowance (151,000) (92,000) Net deferred tax asset $ - $ - The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates to pretax income from continuing operations for the years ended December 31, 2017 and 2016 due to the following: 2017 2016 Current Federal Tax (34%) $ 76,300 $ 21,621 Current State Tax (5%) 11,200 3,180 Impact of Newly Enacted rates on deferred taxes (28,500) - Change in valuation allowance (59,000) (24,801) $ - $ - At December 31, 2017, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate. The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months. The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes. As of December 31, 2017 and 2016, the Company had no accrued interest or penalties related to uncertain tax positions. The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2017, 2016 and 2015. |
Note 4 - Going Concern
Note 4 - Going Concern | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 4 - Going Concern | NOTE 4 - GOING CONCERN The Companys financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has incurred losses since inception and does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company intends to raise additional capital when required to produce crude oil from tar sands. When and if these activities provide sufficient revenues it would allow it to continue as a going concern. In the interim the Company is working toward raising operating capital through the private placement of its common stock or debt instruments. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. |
Note 5 - Loans and Advances Fro
Note 5 - Loans and Advances From Related Parties | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 5 - Loans and Advances From Related Parties | NOTE 5 LOANS AND ADVANCES FROM RELATED PARTIES During the years ended December 31, 2017 and 2016, the sole officer and director of the company and another affiliated shareholder made loans to the Company in order to pay for expenses and continue the reporting requirements with the Securities and Exchange Commission. 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. During the year ended December 31, 2017, these related parties loaned a total of $24,145 to the Company. Interest in the amount of $11,837 accrued on these loans. As of December 31, 2017 the balance due to these related parties for these loans was $112,803 principal and accrued interest of $20,703. During the year ended December 31, 2016, these related parties loaned a total of $27,725 to the Company. Interest in the amount of $9,228 accrued on these loans and interest in the amount of $5,000 was paid. As of December 31, 2016 the balance due to these related parties for these loans was $88,658 principal and accrued interest of $8,866. Beginning August 2017, the Company entered into an oral agreement to pay the Companys sole director $500 per month as payment for use of his personal residence as the Companys office and mailing address. The Company has recorded rent expense of $2,500 during the year ended December 31, 2017 which is included in the selling, general and administrative expenses on the statements of operations. During the three months ended September 30, 2017, a convertible promissory note held by two non-affiliated entities was assigned to the Companys sole director and majority shareholder, and subsequently converted into common stock as noted in Note 6. |
Note 6 - Convertible Promissory
Note 6 - Convertible Promissory Notes / Related and Non-related Parties | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 6 - Convertible Promissory Notes / Related and Non-related Parties | NOTE 6 CONVERTIBLE PROMISSORY NOTES / RELATED AND NON-RELATED PARTIES In March 2014, the Company issued a $40,000 convertible promissory note to the sole officer and director of the Company and a $15,000 convertible promissory note to another affiliated shareholder (the Convertible Notes). The Convertible Notes had a term of one year expiring March 2015, and are now payable on demand, and accrue interest at the rate of 12% per annum. The holders of the Convertible Notes, may, at their option, convert all or any portion of the outstanding principal balance of, and all accrued interest on the Convertible Notes into shares of the Companys common stock, par value $0.001 per share, at a conversion rate of $1.00 per share. For the years ended December 31, 2017 and 2016 additional interest accrued on these Notes in the amount of $6,600 and $6,600, respectively. No interest has been paid on these Notes. As of December 31, 2017 the balance due to these related parties for these Notes was $55,000 principal and accrued interest of $24,881. (See Note 8) During the year ended December 31, 2009, a shareholder of the Company loaned $15,000 to the Company. The note was later assigned to two non-affiliated entities. During the three months ended September 30, 2017, the note was assigned to the Companys sole director and majority shareholder. The Note was accruing interest at the default rate of 23% per annum. The holder of the Note had the option to convert all of the outstanding principal balance and all accrued interest on the Note into 3,000,000 shares of the Companys common stock, par value $0.001 per share. In August 2017, the convertible promissory note along with accrued interest of $63,730 was converted into 3,000,000 shares of the Companys previously authorized but unissued common stock. The value of the shares issued was determined to be $243,524, based on the Companys enterprise value at the effective date of the agreement, as the lack of trading volume of the Companys public shares was not a feasible determinant of value. The excess of the fair value of the stock issued over the value of the debt settled of $164,794 has been recorded as a loss on extinguishment of debt. The issuance of common stock resulted in a change in control of the Company [See Note 7]. |
Note 7 - Change in Control
Note 7 - Change in Control | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 7 - Change in Control | NOTE 7 CHANGE IN CONTROL During the three months ended September 30, 2017, a convertible promissory note was assigned to the Companys sole officer and director, and subsequently converted into 3,000,000 shares of the Companys previously authorized but unissued common stock. This resulted in a change of control, as our sole officer and director owns 96% of the Companys issued and outstanding shares [See Note 6]. |