UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



Form 10-Q/A

(Amended)



Quarterly Report Pursuant to Section 13
or 15(d) of the

Securities Exchange Act of 1934



For the Quarterly Period Ended March
31, 2009

Commission File Number 333-151300



SEARS OIL AND GAS CORPORATION

(Exact name of registrant as specified
in its charter)



|Nevada                          |  | 20-3455830         
|------------------------------- |  | -------------------
|(State or other jurisdiction of |  | (I.R.S. Employer   
|incorporation or organization)  |  | Identification No.)



| |  | 
| |  | 
| |  | 

3625 Cove Point Drive

Salt Lake City, Utah 84109

(801) 209-0740

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



Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.



YesxNoo





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



|Large accelerated filero                      |  | Accelerated filero        
|--------------------------------------------- |  | --------------------------
|                                              |  |                           
|Non-accelerated filero                        |  | Smaller reporting companyx
|(Do not check if a smaller reporting company) |  |                           



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



YesoNox







36,200,000 shares of Common Stock,
par value $0.001, were outstanding on January 31, 2013.







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SEARS OIL & GAS CORPORATION



INDEX



|                                                                                               | Page  
|---------------------------------------------------------------------------------------------- | ------
|                                                                                               | Number
|PART I - FINANCIAL INFORMATION                                                                 | 3     
|                                                                                               |       
|Item 1 – Financial Statements -Unaudited                                                       | 3     
|                                                                                               |       
|Balance Sheets                                                                                 | F-2   
|Statements of Operations                                                                       | F-3   
|Statements of Cash Flows                                                                       | F-4   
|Notes to Financial Statements                                                                  | F-5   
|                                                                                               |       
|Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4     
|                                                                                               |       
|Item 3 – Quantitative and Qualitative Disclosure About Market Risk                             | 5     
|                                                                                               |       
|Item 4 – Controls and Procedures                                                               | 5     
|                                                                                               |       
|PART II – OTHER INFORMATION                                                                    | 7     
|                                                                                               |       
|Item 1 - Legal Proceedings                                                                     | 7     
|                                                                                               |       
|Item 2 – Unregistered Sales of  Equity Securities and Use of Proceeds                          | 7     
|                                                                                               |       
|Item 3 - Defaults upon Senior Securities                                                       | 7     
|                                                                                               |       
|Item 4 – Submission of Matters to a Vote of Security Holders                                   | 7     
|                                                                                               |       
|Item 5 - Other Information                                                                     | 7     
|                                                                                               |       
|Item 6 –Exhibits                                                                               | 7     
|                                                                                               |       
|Signatures                                                                                     | 8     





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PART I ― FINANCIAL INFORMATION



Item 1. Financial Statements.



SEARS OIL AND GAS CORPORATION

(A Development Stage Company)





FINANCIAL STATEMENTS





March 31, 2009 and December 31, 2008









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C O N T E N T S



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











F-1


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|SEARS OIL AND GAS CORPORATION                                             
|--------------------------------------------------------------------------
|(A Development Stage Company)                                             
|Balance Sheets                                                            
|                                                                          
|ASSETS                                                                    
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|CURRENT ASSETS                                                            
|                                                                          
|Cash and cash equivalents                                                 
|                                                                          
|TOTAL ASSETS                                                              
|                                                                          
|                                                                          
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                            
|                                                                          
|CURRENT LIABILITIES                                                       
|                                                                          
|Accounts payable                                                          
|Accrued interest                                                          
|Notes payable                                                             
|                                                                          
|Total Current Liabilities                                                 
|                                                                          
|TOTAL LIABILITIES                                                         
|                                                                          
|STOCKHOLDERS' EQUITY (DEFICIT)                                            
|                                                                          
|Common stock, $0.001 par value; 75,000,000 shares                         
|authorized, 36,200,000 shares issued and outstanding                      
|Additional paid-in capital                                                
|Deficit accumulated during the development stage                          
|                                                                          
|Total Stockholders' Equity (Deficit)                                      
|                                                                          
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                      
|                                                                          
|The accompanying notes are an integral part of these financial statements.







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|SEARS OIL AND GAS CORPORATION                                             
|--------------------------------------------------------------------------
|(A Development Stage Company)                                             
|Statements of Operations                                                  
|(Unaudited)                                                               
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|NET REVENUES                                                              
|                                                                          
|OPERATING EXPENSES                                                        
|                                                                          
|Selling, general and administrative                                       
|Interest expense                                                          
|                                                                          
|Total Operating Expenses                                                  
|                                                                          
|NET LOSS BEFORE INCOME TAXES                                              
|                                                                          
|PROVISION FOR INCOME TAXES                                                
|                                                                          
|NET LOSS                                                                  
|                                                                          
|BASIC NET LOSS PER SHARE                                                  
|                                                                          
|WEIGHTED AVERAGE NUMBER OF                                                
|SHARES OUTSTANDING                                                        
|                                                                          
|The accompanying notes are an integral part of these financial statements.







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|SEARS OIL AND GAS CORPORATION                                             
|--------------------------------------------------------------------------
|(A Development Stage Company)                                             
|Statements of Cash Flows                                                  
|(Unaudited)                                                               
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|CASH FLOWS FROM OPERATING ACTIVITIES                                      
|                                                                          
|Net loss                                                                  
|Adjustments to reconcile net loss to net cash                             
|used by operating activities:                                             
|Common stock issued for services rendered                                 
|Changes in operating assets and liabilities:                              
|Accounts payable and accrued expenses                                     
|                                                                          
|Net Cash Used by Operating Activities                                     
|                                                                          
|CASH FLOWS FROM INVESTING ACTIVITIES                                      
|                                                                          
|CASH FLOWS FROM FINANCING ACTIVITIES                                      
|                                                                          
|Net proceeds from issuance of common stock                                
|Proceeds from notes payable                                               
|                                                                          
|Net Cash Provided by Financing Activities                                 
|                                                                          
|INCREASE (DECREASE) IN CASH                                               
|AND CASH EQUIVALENTS                                                      
|                                                                          
|CASH AND CASH EQUIVALENTS AT                                              
|BEGINNING OF PERIOD                                                       
|                                                                          
|CASH AND CASH EQUIVALENTS AT                                              
|END OF PERIOD                                                             
|                                                                          
|SUPPLEMENTAL DISCLOSURES:                                                 
|                                                                          
|Cash paid for interest                                                    
|Cash paid for income taxes                                                
|                                                                          
|The accompanying notes are an integral part of these financial statements.







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SEARS OIL & GAS, INC.

(A Development Stage Company)

Notes to the Restated Financial Statements

March 31, 2009 and 2008



NOTE 1 - CONDENSED FINANCIAL STATEMENTS



The accompanying financial
statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at
March 31, 2009 and for all periods presented have been made.



Certain information and footnote
disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's December 31, 2008 audited financial statements.  The
results of operations for the period ended March 31, 2009 and 2008 are not necessarily indicative of the operating results for
the full year.



NOTE 2 - GOING CONCERN



The Company’s financial
statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization
of assets and liquidation of liabilities in the normal course of business.  The Company has had no revenues and has generated
losses from operations.



In order to continue as a going
concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resources and
to develop a consistent source of revenues.  Management’s plans include of investing in and developing all types
of businesses related to the entertainment industry.



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
might be necessary if the Company is unable to continue as a going concern.



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SEARS OIL & GAS, INC.

(A Development Stage Company)

Notes to the Restated Financial Statements

March 31, 2009 and 2008



NOTE 3 – RESTATED FINANCIAL STATEMENTS



The financial statements for the year ended December
31, 2008 were restated to reflect corrections identified during a subsequent audit of the financial statements. Management concluded
this restatement is necessary to reflect the changes described below.



|                                   |  | RESTATEMENT CHANGES             |         |                      
|---------------------------------- |  | ------------------------------- | ------- | ---------------------
|                                   |  | For the Year Ended December 31, |         |                      
|                                   |  | 2008                            |         | 2008                 
|                                   |  | (Restated)                      |         | (As Previously Filed)
|Accounts Payable                   |  | $                               | 8,955   |                      
|Total Liabilities                  |  | $                               | 8,955   |                      
|                                   |  |                                 |         |                      
|General & Administrative Expenses  |  | $                               | 40,586  |                      
|Net Income (Loss)                  |  | $                               | (40,586 | )                    
|                                   |  |                                 |         |                      
|Basic & Diluted Net Loss Per Share |  | $                               | (0.00   | )                    
|                                   |  |                                 |         |                      



The financial statements for the period ended March
31, 2009 were restated to reflect corrections identified during a subsequent audit of the financial statements. Management concluded
this restatement is necessary to reflect the changes described below.



|                                   |  | RESTATEMENT CHANGES                  |        |                      
|---------------------------------- |  | ------------------------------------ | ------ | ---------------------
|                                   |  | For the Three Months Ended March 31, |        |                      
|                                   |  | 2009                                 |        | 2009                 
|                                   |  | (Restated)                           |        | (As Previously Filed)
|Accounts Payable                   |  | $                                    | 655    |                      
|Accrued Interest                   |  |                                      | 104    |                      
|Total Liabilities                  |  | $                                    | 15,759 |                      
|                                   |  |                                      |        |                      
|General & Administrative Expenses  |  | $                                    | 964    |                      
|Net Income (Loss)                  |  | $                                    | (964   | )                    
|                                   |  |                                      |        |                      
|Basic & Diluted Net Loss Per Share |  | $                                    | (0.00  | )                    



The financial statements for the period ended March
31, 2008 were restated to reflect corrections identified during a subsequent audit of the financial statements. Management concluded
this restatement is necessary to reflect the changes described below.



|                                   |  | RESTATEMENT CHANGES                  |         |                      
|---------------------------------- |  | ------------------------------------ | ------- | ---------------------
|                                   |  | For the Three Months Ended March 31, |         |                      
|                                   |  | 2008                                 |         | 2008                 
|                                   |  | (Restated)                           |         | (As Previously Filed)
|General & Administrative Expenses  |  | $                                    | 13,586  |                      
|Net Income (Loss)                  |  | $                                    | (13,586 | )                    
|                                   |  |                                      |         |                      
|Basic & Diluted Net Loss Per Share |  | $                                    | (0.00   | )                    

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SEARS OIL & GAS, INC.

(A Development Stage Company)

Notes to the Restated Financial Statements

March 31, 2009 and 2008



NOTE 4 – SUBSEQUENT EVENTS



The Company has evaluated subsequent
events for the period of March 31, 2009 through the date the financial statements were issued, and concluded there were no other
events or transactions occurring during this period that required recognition or disclosure in its financial statements.













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Item 2. Management's Discussion and Analysis of Financial
Condition and Plan of Operations .



FORWARD LOOKING STATEMENTS



This report contains forward-looking statements that involve
risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking statements. Investors should be
aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of
this filing and actual results may differ materially from historical results or our predictions of future results.



General



Sears Oil & Gas Corporation (the “Company”)
is a development stage company that was incorporated on October 18, 2005, in the state of Nevada. The Company was organized for
the purpose of exploiting the opportunities that exists in the oil and gas sector. The Company has never declared bankruptcy, it
has never been in receivership, and it has never been involved in any legal action or proceedings. Since becoming incorporated,
Sears Oil & Gas has not made any significant purchase or sale of assets, nor has it been involved in any mergers, acquisitions
or consolidations and the Company owns no subsidiaries.  The fiscal year end is December 31st.  The Company
has not had revenues from operations since its inception and/or any interim period in the current fiscal year.



Plan of Operation



For both the three months-ended March 31, 2009 and 2008,
the Company had no revenue. For the three months-ended March 31, 2009, the Company incurred $860 of selling, general and administrative
expenses, primarily for professional services; a decrease of $12,726, or 94% from the $13,586 for the corresponding period of the
prior year. This decrease resulted from incurring fewer professional fees. For the three months-ended March 31, 2009, the Company
also incurred $104 of interest expense on the loan from a related party. There was no interest expense for the corresponding period
of the prior year.



As a result of the foregoing, the Company
incurred a loss of $964 for the three months-ended March 31, 2009 compared to a loss of $13,586 for the corresponding period of
the prior year.



Liquidity



As of March 31, 2009, the Company had $6,432 of cash and
negative working capital of $9,327. This compares with cash of $592 and negative working capital of $8,363 as of December 31, 2008.



For the three months-ended March 31, 2009, the Company used
$9,160 in operations consisting of the loss of $964 which was partially offset by changes in accounts payable and accrued expenses
of $8,196. This compares with $13,586 used in operations for the corresponding period of the prior year, all from the operating
loss.



There were no investing activities during either the three
months-ended March 31, 2009 or 2008.



For the three months-ended March 31, 2009, the Company had
net proceeds from financing activities of $15,000, all from a loan from a related party. There were no proceeds from financing
activities for the corresponding period of the prior year.



As a result of the foregoing, there was a net increase in
cash of $5,840 for the three months-ended March 31, 2009 from the cash on hand as of December 31, 2008.



From the date of inception (October 18th, 2005) to March
31, 2009 the Company has recorded a net loss of $111,327 most of which were expenses relating to the initial development of the
Company, filing its Registration Statement on Form S-1, and expenses relating to maintaining Reporting Company status with the
SEC.  In order to survive as a going concern, the Company will require additional capital investments or borrowed funds
to meet cash flow projections and carry forward our business objectives. There can be no guarantee or assurance that we can raise
adequate capital from outside sources to fund the proposed business. Failure to secure additional financing would result in business
failure and a complete loss of any investment made into the Company.



The Company filed a registration
statement on Form S-1 on July 21, 2008, which was deemed effective on July 25, 2008.  The Company received no funds from
this offering. The registration was done for the benefit of the selling shareholders and we continue to fund the expenses associated
with maintaining a reporting company status.





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To date there is no public market for the Company’s
common stock. There can be no guarantee or assurance that a public market will ever exist for the common stock. Failure to create
a market for the Company’s common stock would result in business failure and a complete loss of any investment made into
the Company.



Employees



There were no employees of the Company, excluding the current
President and Director, G. Reed Petersen and the Company does not anticipate hiring any additional employees within the next twelve
months.



Off-Balance Sheet Arrangements



The Company did not have any off-balance sheet arrangements
that had or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material
to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual
arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising
under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred
to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.



Item 3. Quantitative and Qualitative Disclosures about
Market Risk.



Not Applicable



Item 4. Controls and Procedures



The management of the Company is responsible for establishing
and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Company's
internal control over financial reporting is a process designed under the supervision of the Company's Chief Executive Officer
and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles.



As of March 31, 2009, management assessed the effectiveness
of the Company's internal control over financial reporting based on the criteria for effective internal control over financial
reporting established in SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the
period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application
of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal
control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.



The matters involving internal controls and procedures that
the Company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board
were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors,
resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate
segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls
over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's
Chief Financial Officer in connection with the review of our financial statements as of March 31, 2009 and communicated the matters
to our management.



Management believes that the material weaknesses set forth
in items (2), (3) and (4) above did not have an effect on the Company's financial results. However, management believes that the
lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting
in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's
determination to its financial statements for the future years.



We are committed to improving our financial organization.
As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase
our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company:

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i) Appointing one or more outside directors to our board
of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who
will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing
and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting
with respect to the requirements and application of US GAAP and SEC disclosure requirements.



Management believes that the appointment of one or more outside
directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee
and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing
sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and
procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure
requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes
that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties
and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to
support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional
outside directors will greatly decrease any control and procedure issues the company may encounter in the future.



We will continue to monitor and  evaluate  the  effectiveness  of
our  internal controls and procedures and our internal controls over financial reporting on an ongoing  basis
and are  committed  to taking  further  action  and  implementing additional
enhancements or improvements, as necessary and as funds allow.



Changes in Internal Controls.



There were no significant changes in the Company's internal
controls or, to the Company's knowledge, in other factors that could significantly affect these controls subsequent to the date
of their evaluation.



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PART II - OTHER INFORMATION



Item 1. Legal Proceedings



The Company is not a party to any pending legal proceedings,
and no such proceedings are known to be contemplated.



No director, officer, or affiliate of the Company and no
owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director,
officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to
pending litigation.



Item 1A. Risk Factors



This item is not applicable to smaller reporting companies.



Item 2. Unregistered Sales of Equity Securities and Use
of Proceeds



None.



Item 3. Defaults Upon Senior Securities



None.



Item 4. Submission of Matters to Vote of Security Holders



None.



Item 5. Other Information



None.



Item 6. Exhibits



| | (a)     Exhibits furnished as Exhibits hereto:
| | ----------------------------------------------
| |                                               



|Exhibit No. |  | Description                                                                                
|----------- |  | -------------------------------------------------------------------------------------------
|            |  |                                                                                            
|31.1        |  | Certification of G. Reed Petersen pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|32.1        |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                    









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Signature



Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





|                            | Sears Oil & Gas Corporation
|--------------------------- | ---------------------------
|                            |                            
|Date:
    February 13, 2013 | By:                        
|                            |                            
|                            |                            
|                            |                            
|                            |                            







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