___________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 11, 2009
SEARS OIL AND GAS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Nevada
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333-151300
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20-3455830
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(State of Other Jurisdiction
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(Commission File
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(IRS Employer
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Of Incorporation)
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Number)
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Identification No.)
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3625 Cove Point Drive
Salt Lake City, Utah
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84109
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (801) 209-0740
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act
Explanatory Note
The purpose of this Form 8-K/A is to amend the Form 8-K filed on
August 11, 2009 and the Form 8-K filed on June 15, 2010. Both of the original Form 8-Ks were for the change in certifying accountants.
Item 4.01 Changes in Registrant’s Certifying Accountant
On August 11, 2009, Sears Oil and Gas Corporation (hereafter, “we”
“us” “our” or the “Company”) dismissed its previous independent accountant, Moore & Associates
Chartered ( “Moore”), due to the fact that the Public Company Accounting Oversight Board (“PCAOB”) revoked
the registration of Moore on August 27, 2009 because of violations of PCAOB rules and auditing standards in auditing the financial
statements, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
thereunder, and noncooperation with a Board investigation. Our Board of Directors approved the decision to change the Company’s
independent accountants.
None of the reports of Moore regarding the Company’ financial
statements for the previous two years or subsequent interim periods prior to the dismissal of Moore, contained an adverse opinion
or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that
the Company’s audited financial statements contained in its Form 10-K for the fiscal year ended December 31, 2008 contained
an explanatory paragraph in respect to uncertainty as to the Company's ability to continue as a going concern.
During the Company’s two most
recent fiscal years and the subsequent interim periods prior to the dismissal of Moore, there were no disagreements with Moore
on any matter of accounting principles or practices, financial statement disclosure or auditing scope or
procedures,
which disagreements, if not resolved to the satisfaction of Moore would have caused it to make reference to the subject matter
of the disagreements in
connection with its report on the Company’s financial statements.
The Company requested that Moore furnish
us with a letter addressed to the
c
ommission stating whether it agrees with the statements
made by us in the original Form 8-K, and if not, stating the aspects
with which it does not
agree. The letter is attached as an exhibit to this Form 8-K/A.
Also on August 11, 2009, the Company
engaged Seale and Beers, CPAs (“Seale”), as its independent accountant following the
dismissal
of Moore. Prior to the engagement of Seale, the Company has not consulted with Seale regarding any of the matters set forth in
Item 304(a)(1)(v) of Regulation S-K.
On March 25, 2010, Seale resigned as the Company’s independent
auditor. The only services provided by Seale were to review the interim financial statements for the period ended June 30, 2009.
Our Board of Directors approved the decision to change the Company’s independent accountants and engaged Patrick Rodgers,
CPA (”Rodgers”) as its independent accountant on June 13, 2010. Subsequently, Rodgers never did perform any services
for the Company.
None of the reports of Seale regarding
the Company’ financial statements contained an adverse opinion or a disclaimer of opinion and was not qualified or modified
as to uncertainty, audit scope or accounting principles. Furthermore, there were no disagreements with Seale on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedures, which
disagreements, if not resolved to the satisfaction of Seale would have caused it to make reference to the subject matter of the
disagreements in
connection with its report on the Company’s financial statements.
The Company requested that Seale furnish
us with a letter addressed to the
c
ommission stating whether it agrees with the statements
made by us in the original Form 8-K, and if not, stating the aspects
with which it does not
agree. The letter is attached as an exhibit to this Form 8-K/A.
On April 4, 2012, the Company engaged Morrill & Associates,
LLC (“Morrill”), as its independent accountant in order to make the appropriate filings with the Securities and Exchange
Commission. Prior to the engagement of Morrill, the Company has not consulted with Morrill regarding any of the matters set forth
in Item 304(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
16.1
Letter from Moore and Associates, Chartered, dated August 12, 2009, to the Securities and Exchange Commission
.
16.2
Letter from Seale and Beers, CPAs, dated June 15, 2010 to the Securities and Exchange Commission
.
SIGNATURES
SIGNATURES
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, hereunto duly
authorized.
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Sears Oil and Gas Corporation
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Date: January 16, 2013
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By:
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/s/ G. Reed Petersen
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G. Reed Petersen
Chief Executive Officer
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