UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549




Form 10-Q




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.
      Employerincorporation
      or organization)
            
            Identification
      No.)







351-B
Linden Street


Ft.
Collins, Colorado 80524


(970)
224-1189


(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.




Yes   x                 
No   o







1










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 filer o
            
            Accelerated
      filer oNon-accelerated
      filer o
            
            Smaller
      reporting company x(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).




Yes  x                 
No o










36,800,000 shares
of Common Stock, par value $0.001, were outstanding on May 20,
2008.







2







SEARS
OIL & GAS CORPORATION




INDEX




PageNumberPART I
      - FINANCIAL INFORMATION
                                                              4Item
      1 – Financial Statements -Unaudited
                                                              4Balance
      Sheets
                                                              F-3Statements
      of Operations
                                                              F-4Statements
      of Stockholders' Equity (Deficit)
                                                              F-5Statements
      of Cash Flows
                                                              F-6Notes
      to Financial Statements
                                                              F-7-8Item
      2 – Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
                                                              4Item
      3 – Quantitative and Qualitative Disclosure About Market
    Risk
                                                              5Item
      4 – Controls and Procedures
                                                              6PART II
      – OTHER INFORMATION
                                                              7Item
      1 - Legal Proceedings
                                                              7Item
      2 – Unregistered Sales of  Equity Securities and Use of
      Proceeds
                                                              8Item
      3 - Defaults upon Senior Securities
                                                              8Item
      4 – Submission of Matters to a Vote of Security Holders
                                                              8Item
      5 - Other Information
                                                              8Item
      6 – Exhibits
                                                              8Signatures
                                                              9







3







PART
I ― FINANCIAL INFORMATION





Item
1. Financial Statements.







4


SEARS
OIL AND GAS CORPORATION


(A
Development Stage Company)








FINANCIAL
STATEMENTS








March 31,
2009 and December 31, 2008











F-1







C
O N T E N T S




Page(s)Balance
      Sheets
                        F-3Statements
      of Operations
                        F-4Statements
      of Stockholders’ Equity (Deficit)
                        F-5Statements
      of Cash Flows
                        F-6Notes
      to the Financial Statements
                        F-7-8





F-2




SEARS
      OIL AND GAS CORPORATION(A
      Development Stage Company)Balance
      SheetsASSETSMarch
      31,
                
                December
      31,2009
                
                2008(unaudited)CURRENT
      ASSETSCash
                
                $
                6,432
                
                
                $
                592Total
      Current Assets
                
                
                6,432
                
                
                
                592TOTAL
      ASSETS
                
                $
                6,432
                
                
                $
                592LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable related party
                
                $
                15,000
                
                
                $
                -Total
      Current Liabilities
                
                
                15,000
                
                
                
                -STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock, $0.001 par value, 75,000,000shares
      authorized, 36,200,000shares
      outstanding
                
                
                36,200
                
                
                
                36,200Additional
      paid-in capital
                
                
                65,800
                
                
                
                65,800Deficit
      accumulated during the development stage
                
                
                (110,568
                )
                
                
                (101,408
                )Total
      Stockholders' Equity (Deficit)
                
                
                (8,568
                )
                
                
                592TOTAL
      LIABILITIES ANDSTOCKHOLDERS'
      EQUITY (DEFICIT)
                
                $
                6,432
                
                
                $
                592


F-3






SEARS
      OIL AND GAS CORPORATION(A
      Development Stage Company)Statements
      of Operations(Unaudited)From
      Inceptionon
      September 9,For
      the Three Months
                  
                  
                  2005
      ThroughEnded
                  
                  
                  March
      31,2009
                  
                  
                  2008
                  
                  
                  2009REVENUES
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -OPERATING
      EXPENSESGeneral
      and administrative
                  
                  
                  9,160
                  
                  
                  
                  13,580
                  
                  
                  
                  110,568Total
      Operating Expenses
                  
                  
                  9,160
                  
                  
                  
                  13,580
                  
                  
                  
                  110,568LOSS
      FROM OPERATIONS
                  
                  
                  (9,160
                  )
                  
                  
                  (13,580
                  )
                  
                  
                  (110,568
                  )OTHER
      EXPENSESInterest
      expense
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -LOSS
      BEFORE INCOME TAXES
                  
                  
                  (9,160
                  )
                  
                  
                  (13,580
                  )
                  
                  
                  (110,568
                  )Income
      Tax Expense
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -NET
      LOSS
                  
                  $
                  (9,160
                  )
                  
                  $
                  (13,580
                  )
                  
                  $
                  (110,568
                  )BASIC
      LOSS PERCOMMON
      SHARE
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )WEIGHTED
      AVERAGENUMBER
      OF COMMONSHARES
      OUTSTANDING
                  
                  
                  36,200,000
                  
                  
                  
                  33,100,000


F-4


SEARS
      OIL AND GAS CORPORATION(A
      Development Stage Company)Statements
      of Stockholders' Equity (Deficit)DeficitAccumulatedAdditional
                  
                  
                  During
      the
                  
                  
                  TotalCommon
      Stock
                  
                  
                  Paid-In
                  
                  
                  Development
                  
                  
                  Stockholders'Shares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Stage
                  
                  
                  EquityBalance,
      September 9, 2005
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Shares
      issued for services
                  
                  
                  30,000,000
                  
                  
                  
                  30,000
                  
                  
                  
                  10,000
                  
                  
                  
                  -
                  
                  
                  
                  40,000Net
      loss since inceptionthrough
      December 31, 2005
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (543
                  )
                  
                  
                  (543
                  )Balance,
      December 31, 2005
                  
                  
                  30,000,000
                  
                  
                  
                  30,000
                  
                  
                  
                  10,000
                  
                  
                  
                  (543
                  )
                  
                  
                  39,457Net
      loss for the yearended
      December 31, 2006
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (39,186
                  )
                  
                  
                  (39,186
                  )Balance,
      December 31, 2006
                  
                  
                  30,000,000
                  
                  
                  
                  30,000
                  
                  
                  
                  10,000
                  
                  
                  
                  (39,729
                  )
                  
                  
                  271Common
      stock issued forcash
      at $0.01 per share
                  
                  
                  1,200,000
                  
                  
                  
                  1,200
                  
                  
                  
                  10,800
                  
                  
                  
                  -
                  
                  
                  
                  12,000Common
      stock issued forservices
      at $0.01 per share
                  
                  
                  5,000,000
                  
                  
                  
                  5,000
                  
                  
                  
                  45,000
                  
                  
                  
                  -
                  
                  
                  
                  50,000Net
      loss for the yearended
      December 31, 2007
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (30,048
                  )
                  
                  
                  (30,048
                  )Balance,
      December 31, 2007
                  
                  
                  36,200,000
                  
                  
                  
                  36,200
                  
                  
                  
                  65,800
                  
                  
                  
                  (69,777
                  )
                  
                  
                  32,223Net
      loss for the year endedDecember
      31, 2008
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (31,631
                  )
                  
                  
                  (31,631
                  )Balance,
      December 31,  2008
                  
                  
                  36,200,000
                  
                  
                  
                  36,200
                  
                  
                  
                  65,800
                  
                  
                  
                  (101,408
                  )
                  
                  
                  592Net
      loss for the three months endedMarch
      31, 2009 (unaudited)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (9,160
                  )
                  
                  
                  (9,160
                  )Balance,
      March 31, 2009 (unaudited)
                  
                  
                  36,200,000
                  
                  
                  $
                  36,200
                  
                  
                  $
                  65,800
                  
                  
                  $
                  (110,568
                  )
                  
                  $
                  (8,568
                  )
  F-5






SEARS
      OIL AND GAS CORPORATION(A
      Development Stage Company)Statements
      of Cash Flows(Unaudited)From
      Inceptionon
      September 9,For
      theThree Months Ended
                                  
                                  
                                  2005
      ThroughMarch
      31,
                                  
                                  
                                  March
      31,2009
                                  
                                  
                                  2008
                                  
                                  
                                  2009OPERATING
      ACTIVITIESNet
      loss
                                  
                                  $
                                  (9,160
                                  )
                                  
                                  $
                                  (13,580
                                  )
                                  
                                  $
                                  (110,568
                                  )Adjustments
      to Reconcile Net Loss to NetCash
      Used by Operating Activities:Common
      stock issued for services
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  52,000Changes
      in operating assets and liabilities:Changes
      in accounts payable
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Net
      Cash Used inOperating
      Activities
                                  
                                  
                                  (9,160
                                  )
                                  
                                  
                                  (13,580
                                  )
                                  
                                  
                                  (58,568
                                  )INVESTING
      ACTIVITIES
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -FINANCING
      ACTIVITIESIncrease
      in related party payable
                                  
                                  
                                  15,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  15,000Common
      stock issued for cash
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  50,000Net
      Cash Provided byFinancing
      Activities
                                  
                                  
                                  15,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  65,000NET
      DECREASE IN CASH
                                  
                                  
                                  5,840
                                  
                                  
                                  
                                  (13,580
                                  )
                                  
                                  
                                  6,432CASH
      AT BEGINNING OF PERIOD
                                  
                                  
                                  592
                                  
                                  
                                  
                                  32,223
                                  
                                  
                                  
                                  -CASH
      AT END OF PERIOD
                                  
                                  $
                                  6,432
                                  
                                  
                                  $
                                  18,643
                                  
                                  
                                  $
                                  6,432SUPPLEMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -Income
      Taxes
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -The
      accompanying notes are an integral part of these financial
      statements.


F-6


SEARS
OIL & GAS, INC.
 (A
Development Stage Company)
 Notes to
the 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 resourcesand 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.







F-7








SEARS
OIL & GAS, INC.
 (A
Development Stage Company)
 Notes to
the Financial Statements
 March 31,
2009 and 2008




NOTE 3 -
SIGNIFICANT ACCOUNTING POLICIES





Use of
Estimates





The
      preparation of financial statements in conformity with generally accepted
      accounting principles 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.





Recent Accounting
Pronouncements





In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial positionand results of
operations if adopted.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial
Guarantee Insurance Contracts-and interpretation of FASB Statement No.
60”.SFAS
No. 163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of  premium
revenue and claims liabilities. This statement also requires expanded
disclosures about financial guarantee insurance contracts. SFAS No. 163 is
effective for fiscal years beginning on or after December 15, 2008, and interim
periods within those years. SFAS No. 163 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally
Accepted Accounting Principles”.SFAS No. 162 sets forth
the level of authority to a given accounting pronouncement or document by
category. Where there might be conflicting guidance between two categories, the
more authoritative category will prevail. SFAS No. 162 will become effective 60
days after the SEC approves the PCAOB’s amendments to AU Section 411 of the
AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.














F-8


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 June 6, 2007, 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





As of
March 31, 2009,
we have $6,432of cash available.  We have $15,000 of current
liabilities. From the date of inception (September 9, 2005) to March 31,
2009 the Company has recorded a net loss of $110,568of 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 over 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.






4







The
Company filed a registration statement on Form S-1 on July 21, 2008, which was
deemed effective on July 25, 2007.  The Company receive 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.





In
addition, over the course of the next 45 to 60 days, management intends to focus
efforts on obtaining a quotation for its common stock on the Over the Counter
Bulletin Board (“OTCBB”).  Management believes having its common stock
quoted on the OTCBB will provide it increased opportunity to raise additional
capital for its proposed business development.  However, there can be
no guarantee or assurance the Company will be successful in filing a Form 211
application and obtaining a quotation.  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.





Product
Research and Development





The
Company does not anticipate any costs or expenses to be incurred for product
research and development within the next twelve months.





Employees





There are
no employees of the Company, excluding the current President and Director, Mr.
Sears and the Company does not anticipate hiring any additional employees within
the next twelve months.




Off-Balance
Sheet Arrangements





As of the
date of this Quarterly Report, the Company does not have any off-balance sheet
arrangements that have 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






5







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:









6







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.





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.






7







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.
            
            Description31.1
            
            Certification
      of William Sears pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            
            Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002






8







Signature





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







Sears
      Oil & Gas CorporationDate:May 20,
      2009
                By:
                /
      s / William SearsWilliam
      SearsChief
      Financial Officer,
                  Treasurer
      and Clerk(      principal
      financial and
                  accounting
      officer)Date:May 20,
      2009
                By:
                /      /
      s/William SearsWilliam
      SearsPresident
      and Chief Executive
Officer






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