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EX-31..2 - HINTO ENERGY, INCrsex31.txt
EX-32 - HINTO ENERGY, INCmbex32.txt
EX-32.2 - HINTO ENERGY, INCrsex32.txt
EX-31 - HINTO ENERGY, INCmbex31.txt



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                -----------------

                                    FORM 10Q/A
                                -----------------

(Mark One)

 [ X ]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2010

[    ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

            For the transition period from __________ to ___________

                        Commission file number: 000-26317

                            GARNER INVESTMENTS, INC.
                            ------------------------
             (Exact name of registrant as specified in its charter)

         Wyoming                                         84-1384961
         -------                                         ----------
(State of Incorporation)                           (IRS Employer ID Number)

                       PO Box 3412, Casper, Wyoming 82602
                       ----------------------------------
                    (Address of principal executive offices)

                                  307-472-3000
                                  ------------
                         (Registrant's Telephone number)

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 past 12 months (or for such shorter  period that the registrant was required
to file such reports),  and (2) has been subject to the filing  requirements for
the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted  pursuant to Rule 405 for Regulation S-T  (ss.232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No []

Indicate by check mark whether the  registrant is a large  accelerated  file, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large  accelerated  filer [ ] Accelerated  filer [ ]  Non-accelerated  filer [ ]
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 [ ] No [X] Indicate the number of share outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of November 15, 2010 there were 4,280,000 shares of the registrant's common stock issued and outstanding. Explanatory Note Garner Investments, Inc. (the Company) is filing this Amendment to its Annual Report on Form 10-Q/A for the quarterly period ended September 30, 2010, filed with the Securities and Exchange Commission on November 17, 2010, for the sole purpose of providing dates on the Signature Page. This Amendment does not reflect events occurring after the Original Filing except as noted above. Except for the foregoing amended information, this Form 10-KQ/A continues to speak as of the date of the Original Filing and the Company has not otherwise updated disclosures contained therein or herein to reflect events that occurred at a later date.
PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Page ---- Balance Sheets - September 30, 2010 and December 31, 2009 (Audited) F-1 Statements of Operations - Three and Nine months ended September 30, 2010 and 2009 and From February 13, 1997 (Inception) to September 30, 2010 F-2 Statements of Changes in Shareholders' Deficit - From February 13, 1997 (Inception) to September 30, 2010 F-3 Statements of Cash Flows - Nine months ended September 30, 2010 and 2009 and From February 13, 1997 (Inception) to September 30, 2010 F-4 Notes to the Financial Statements F-5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 1 Item 3. Quantitative and Qualitative Disclosures About Market Risk - Not Applicable 3 Item 4. Controls and Procedures 3 PART II - OTHER INFORMATION Item 1. Legal Proceedings -Not Applicable 4 Item 1A. Risk Factors - Not Applicable 4 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 4 -Not Applicable Item 3. Defaults Upon Senior Securities - Not Applicable 5 Item 4. Removed and Reserved 5 Item 5. Other Information - Not Applicable 5 Item 6. Exhibits 5 SIGNATURES 6
PART I ITEM 1. FINANCIAL STATEMENTS
GARNER INVESTMENTS, INC. (A Development Stage Company) BALANCE SHEETS September 30, December 31, 2010 2009 --------------- --------------- (Unaudited) (Audited) Assets Current Assets: Cash $ - $ - --------------- --------------- Total Current Assets - - --------------- --------------- Other assets: Farmout Agreement 3,500 3,500 --------------- --------------- Total Other Assets 3,500 3,500 --------------- --------------- Total Assets $ 3,500 $ 3,500 =============== =============== Liabilities and Stockholders' (Deficit) Equity Current liabilities Accounts payable $ 31,665 $ 31,665 --------------- --------------- Total Current Liabilities 31,665 31,665 Stockholders' (Deficit) Equity Common stock, $0.001 par value; 50,000,000 shares authorized, 4,280,000 shares issued and outstanding at September 30, 2010 and December 31, 2009, respectively 4,280 4,280 Additional paid-in capital 7,210 7,210 Deficit accumulated during the development stage (39,655) (39,655) --------------- --------------- Total Stockholders' (Deficit) Equity (28,165) (28,165) --------------- --------------- Total liabilities and stockholders' (deficit) equity $ 3,500 $ 3,500 =============== =============== See the notes to these financial statements. F-1
GARNER INVESTMENTS, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS (Unaudited) February 13, 1997 For the Three Months Ended For the Nine Months Ended (Inception) to September 30, September 30, September 30, 2010 2009 2010 2009 2010 -------------- -------------- ------------ -------------- -------------------- Revenue: $ - $ - $ - $ - $ - -------------- -------------- ------------ -------------- -------------------- Operational expenses: Office expenses - - - 6,678 32,330 Filing fees - - - - 85 Audit fees - - - - 7,240 -------------- -------------- ------------ -------------- -------------------- Total operational expenses - - - 6,678 39,655 -------------- -------------- ------------ -------------- -------------------- Net loss $ - $ - $ - $ (6,678) $ (39,655) ============== ============== ============ ============== ==================== Per share information Net loss per common share Basic $ * $ * $ * $ * Fully diluted * * * * ============== ============== ============ ============== Weighted average number of common stock outstanding 4,280,000 4,280,000 4,280,000 4,280,000 ============== ============== ============ ============== * Less than $(0.01) per share. See the notes to these financial statements. F-2
GARNER INVESTMENTS, INC. (A Development Stage Company) STATEMENT OF STOCKHOLDER'S (DEFICIT) EQUITY From February 13, 1997 (Inception) through September 30, 2010 (Unaudited) Deficit accum Additional During Common Stock paid-in Development Number of shares Amount Capital Stage Totals ------------- ----------- ------------ -------------- ------------ Issuance of stock for cash 480,000 $ 480 $ 1,020 $ - $ 1,500 Net loss - - - (144) (144) ------------- ----------- ------------ -------------- ------------ Balance - December 31, 1997 480,000 480 1,020 (144) 1,356 ------------- ----------- ------------ -------------- ------------ Issuance of stock for cash 300,000 300 450 - 750 Net loss - - - (1,557) (1,557) ------------- ----------- ------------ -------------- ------------ Balance - December 31, 1998 780,000 780 1,470 (1,701) 549 ------------- ----------- ------------ -------------- ------------ Net loss - - - (240) (240) ------------- ----------- ------------ -------------- ------------ Balance - December 31, 1999 780,000 780 1,470 (1,941) 309 ------------- ----------- ------------ -------------- ------------ Net loss - - - (50) (50) ------------- ----------- ------------ -------------- ------------ Balance - December 31, 2000 780,000 780 1,470 (1,991) 259 ------------- ----------- ------------ -------------- ------------ Net loss - - - (259) (259) ------------- ----------- ------------ -------------- ------------ Balance - December 31, 2001 780,000 780 1,470 (2,250) - ------------- ----------- ------------ -------------- ------------ Net loss - - - - - ------------- ----------- ------------ -------------- ------------ Balance - December 31, 2002 780,000 780 1,470 (2,250) - ------------- ----------- ------------ -------------- ------------ Net loss - - - - - ------------- ----------- ------------ -------------- ------------ Balance - December 31, 2003 780,000 780 1,470 (2,250) - ------------- ----------- ------------ -------------- ------------ Net loss - - - - - ------------- ----------- ------------ -------------- ------------ Balance - December 31, 2004 780,000 780 1,470 (2,250) - ------------- ----------- ------------ -------------- ------------ Net loss - - - - - ------------- ----------- ------------ -------------- ------------ Balance - December 31, 2005 780,000 780 1,470 (2,250) - ------------- ----------- ------------ -------------- ------------ Issuance of stock for oil lease 3,500,000 3,500 - - 3,500 Net loss - - - - - ------------- ----------- ------------ -------------- ------------ Balance - December 31, 2006 4,280,000 4,280 1,470 (2,250) 3,500 ------------- ----------- ------------ -------------- ------------ Net loss - - - - - ------------- ----------- ------------ -------------- ------------ Balance - December 31, 2007 4,280,000 4,280 1,470 (2,250) 3,500 ------------- ----------- ------------ -------------- ------------ Shareholder capital contribution - - 5,740 - 5,740 Net loss - - - (22,461) (22,461) ------------- ----------- ------------ -------------- ------------ Balance - December 31, 2008 4,280,000 4,280 7,210 (24,711) (13,221) ------------- ----------- ------------ -------------- ------------ Net loss - - - (14,944) (14,944) ------------- ----------- ------------ -------------- ------------ Balance - December 31, 2009 4,280,000 4,280 7,210 (39,655) (28,165) ------------- ----------- ------------ -------------- ------------ Net Loss - - - - - ------------- ----------- ------------ -------------- ------------ Balance - September 30, 2010 4,280,000 $ 4,280 $ 7,210 $ (39,655) $ (28,165) ============= =========== ============ ============== ============ See the notes to these financial statements. F-3
GARNER INVESTMENTS, INC. (A Development Stage Company) STATEMENT OF CASH FLOWS (Unaudited) February 13, 1997 For the Nine Months Ended (Inception) to September 30, September 30, 2010 2009 2010 -------------- -------------- ----------------- Cash Flows from Operating Activities: Net Loss $ - $ (6,678) $ (39,655) Adjustments to reconcile net loss to net cash used in operating activities: Increase in accounts payable - 6,678 31,665 -------------- -------------- ----------------- Net Cash Used by Operating Activities - - (7,990) -------------- -------------- ----------------- Net Cash Used in Investing Activities - - - -------------- -------------- ----------------- Cash Flows from Financing Activities: Shareholder payment of accounts payable - - 5,740 Proceeds from stock issuance, net of issuance costs - - 2,250 -------------- -------------- ----------------- Net Cash Provided by Financing Activities - - 7,990 -------------- -------------- ----------------- Net Increase (decrease) in Cash - - - Cash and Cash Equivalents - Beginning of Period - - - -------------- -------------- ----------------- Cash and Cash Equivalents - End of Period $ - $ - $ - ============== ============== ================= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest expense $ - $ - $ - ============== ============== ================= Cash paid for income taxes $ - $ - $ - ============== ============== ================= SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES: Issuance of common stock for oil lease $ - $ - $ 3,500 ============== ============== ================= See the notes to these financial statements. F-4
GARNER INVESTMENTS, INC. (A Development Stage Company) Notes to the Financial Statements For the Nine Months Ended September 30, 2010 (Unaudited) NOTE 1 - BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Business Garner Investments, Inc. ("the Company") was incorporated in February 13, 1997 in the state of Wyoming. The Company was originally incorporated for the purpose of general investing. Due to an inability to raise adequate financing the Company was forced to cease operations in 2001. On October 12, 2004, the Company filed a Form 15-12G, with the Securities and Exchange Commission ("SEC") to cease its filing obligations under the Securities Act of 1934. On November 14, 2007, the Company filed a Registration Statement on Form S-1 in order to register its outstanding shares of common stock and resume its SEC filing status. The Company's fiscal year end is December 31st. The Company's financial statements are presented on the accrual basis of accounting. Basis of Presentation Development Stage Company The Company has not earned significant revenues from planned operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Company." Therefore, the Company's financial statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception. Interim Presentation In the opinion of the management of the Company, the accompanying unaudited financial statements include all material adjustments, including all normal and recurring adjustments, considered necessary to present fairly the financial position and operating results of the Company for the periods presented. The financial statements and notes do not contain certain information included in the Company's financial statements for the year ended December 31, 2009. It is the Company's opinion that when the interim financial statements are read in conjunction with the December 31, 2009 Audited Financial Statements, the disclosures are adequate to make the information presented not misleading. Interim results are not necessarily indicative of results for a full year or any future period. Going Concern The Company's financial statements for the nine months ended September 30, 2010 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company reported an accumulated deficit of $39,655 as of September 30, 2010. The Company did not recognize revenues from its activities during the nine months ended September 30, 2010. These factors raise substantial doubt about the Company's ability to continue as a going concern. F-5
Significant Accounting Policies Use of Estimates The preparation of the 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 periods. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less and money market instruments to be cash equivalents. Revenue Recognition The Company recognizes revenue when it is earned and expenses are recognized when they occur. Loss Per Share The Company uses a dual presentation of basic and diluted earnings or loss per share (EPS) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Recent Accounting Pronouncements There were accounting standards and interpretations issued during the nine months ended September 30, 2010, none of which are expected to have a material impact on the Company's financial position, operations or cash flows. NOTE 2 - OTHER ASSETS In August 2006, the Company issued 3,500,000 shares of its restricted common stock to an unrelated third party in exchange as part of a Farmout Agreement on an oil lease located in Natrona County, Wyoming. The shares were valued at $3,500 at the time of the transaction ($0.001 per share). The Farmout Agreement provides for the Company to retain 75% of the W.I. after payout by drilling a 7,000 foot Madison test. The Company will retain 100% of the W.I. income until payout. In October 2009, the Farmout Agreement was extended to December 31, 2010. NOTE 3 - STOCKHOLDERS' EQUITY The authorized capital stock of the Company is 50,000,000 shares of common stock with a $0.001 par value. At September 30, 2010, the Company had 4,280,000 shares of its common stock issued and outstanding. The Company does not have any preferred shares issued or authorized. During the nine months ended September 30, 2010, the Company did not issue any shares of its common stock. F-6
NOTE 5 - SUBSEQUENT EVENTS The Company has evaluated it activities subsequent to the nine months ended September 30, 2010 through November 15, 2010 and found no reportable subsequent events. F-7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with our unaudited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements. The independent registered public accounting firm's report on the Company's financial statements as of December 31, 2009, and for each of the years in the two-year period then ended, includes a "going concern" explanatory paragraph, that describes substantial doubt about the Company's ability to continue as a going concern. PLAN OF OPERATIONS ------------------ We had we had no revenues during the nine months ended September 30, 2010. We have minimal capital, minimal cash, and only our intangible assets consisting of our business plan, relationships, contacts and farmout mineral prospect. We are illiquid and need cash infusions from investors or shareholders to provide capital, or loans from any sources. During the nine months ended September 30, 2010, our operations were focused on the filing of our Annual Report on Form 10K, the maintenance of our accounting records and the beginnings of geological evaluations. We will need substantial additional capital to support our proposed future energy operations. We have no revenues. We have no committed source for any funds as of date here. No representation is made that any funds will be available when needed. In the event funds cannot be raised when needed, we may not be able to carry out our business plan, may never achieve sales or royalty income, and could fail in business as a result of these uncertainties. Decisions regarding future participation in exploration wells or geophysical studies or other activities will be made on a case-by-case basis. We may, in any particular case, decide to participate or decline participation. If participating, we may pay our proportionate share of costs to maintain our proportionate interest through cash flow or debt or equity financing. If participation is declined, we may elect to farmout, non-consent, sell or otherwise negotiate a method of cost sharing in order to maintain some continuing interest in the prospect. The independent registered public accounting firm's report on the Company's financial statements as of December 31, 2009, and for each of the years in the two-year period then ended, includes a "going concern" explanatory paragraph, that describes substantial doubt about the Company's ability to continue as a going concern. 1
RESULTS OF OPERATIONS --------------------- For the Three Months Ended September 30, 2010 Compared to the Three Months Ended September 30, 2009 During the three months ended September 30, 2010 and 2009, we did not recognize any revenues from our operations. During the three months ended September 30, 2010 and 2009, we did not incur any general and administrative expenses. During the three months ended September 30, 2010 and 2009, we did not incur either a net loss or net income. For the Nine Months Ended September 30, 2010 Compared to the Nine Months Ended September 30, 2009 During the nine months ended September 30, 2010 and 2009, we did not recognize any revenues from our operations. During the nine months ended September 30, 2010, we did not incur any general and administrative expenses. During the nine months ended September 30, 2009, we incurred general and administrative expenses of $6,678. The decrease of $6,678 was a result of a decrease in our administrative activities. During the nine months ended September 30, 2010, we did not incur either a net loss or net income. During the nine months ended September 30, 2009, we incurred a net loss of $6,678. The decrease of $6,678 is a direct result of the $6,678 decrease in general and administrative expenses as explained above. LIQUIDITY --------- We have no cash or other liquid assets at September 30, 2010, and we will be reliant upon shareholder loans or private placements of equity to fund any kind of operations. We have secured no sources of loans or private placements at this time. During the nine months ended September 30, 2010 and 2009, we did not use or receive funds from our operational activities. During the nine months ended September 30, 2010 and 2009, we did not use or receive any funds from investment activities. During the nine months ended September 30, 2010 and 2009, we did not receive or use any funds from our financing activities. Short Term. On a short-term basis, we do not generate any revenue or revenues sufficient to cover operations. Based on prior history, we will continue to have insufficient revenue to satisfy current and recurring liabilities as it seeks explore. For short term needs we will be dependent on receipt, if any, of offering proceeds. Our assets were $3,500 and liabilities were $31,665 as of September 30, 2010. 2
Capital Resources We have only common stock as our capital resource. We have no material commitments for capital expenditures within the next year, however if operations are commenced, substantial capital will be needed to pay for participation, investigation, exploration, acquisition and working capital. Need for Additional Financing We do not have capital sufficient to meet our cash needs. We will have to seek loans or equity placements to cover such cash needs. Once exploration commences, our needs for additional financing is likely to increase substantially. No commitments to provide additional funds have been made by our management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to us to allow it to cover our expenses as they may be incurred. ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not Applicable ITEM 4. CONTROLS AND PROCEDURES Disclosures Controls and Procedures We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a 15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) and that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC's rules and forms and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure. As required by SEC Rule 15d-15(b), our Chief Executive Officer carried out an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report. Based on the foregoing evaluation, our Chief Executive Officer has concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC filings and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure. There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2010, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 3
PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS NONE. ITEM 1A. RISK FACTORS Not Applicable to Smaller Reporting Companies. ITEM 2. CHANGES IN SECURITIES NONE. ITEM 3. DEFAULTS UPON SENIOR SECURITIES NONE. ITEM 4. REMOVED AND RESERVED ITEM 5. OTHER INFORMATION NONE. ITEM 6. EXHIBITS Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K. Exhibit 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act Exhibit 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act Exhibit 32.1 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act Exhibit 32.2 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
SIGNATURES Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GARNER INVESTMENTS, INC. (Registrant) Dated: December 16, 2010 By: /s/ Roy C. Smith ---------------- Roy C. Smith, (Principal Executive Officer, President and Chief Executive Officer) Dated: December 16, 2010 By: /s/Michael R. Butler -------------------- Michael R. Butler, (Chief Financial Officer/Principal Accounting Officer/Secretary /Treasurer)