UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: July 12, 2011
GARNER INVESTMENTS, INC.
------------------------
(Exact name of registrant as specified in its charter)
Wyoming 000-26317 84-1384961
------------------------------------- ---------------------- ---------------------------------
(State or other jurisdiction of (Commission File (IRS Employer Identification
incorporation) Number) Number)
P.O. Box 3412, Casper, WY 82602
-------------------------------
(Address of Principal Executive Offices) (Zip Code)
(307)472-3000
-------------
Registrant's telephone number, including area code
(Former name or former address, if changed since last report)
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 (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01 Changes in Control of Registrant.
On July 11, 2011, Sharon Fowler ("Fowler") entered into a Share Purchase
Agreement with South Uintah Gas Properties, Inc. ("South Uintah"). Prior to
entering into the Share Purchase Agreement, Fowler was a majority shareholder of
Garner Investments, Inc. ("the Company.")
In exchange for cash of $300,000, Fowler has sold 3,000,000 shares of the
Company's restricted common stock to South Uintah. South Uintah conducted a
private placement to raise capital and the funds to purchase the Fowler shares
were obtained from such placement. As a result of the exchange South Uintah has
become the majority shareholder of the Company, as discussed below.
As a result of the Share Purchase Agreement completed on July 12, 2011, there
was a resulting change in the ownership structure of the Company. Prior to the
Agreement, Fowler owned 3,680,000 shares of the Company's issued and outstanding
common stock representing 85.5% of the voting common stock. As a result of the
Agreement, South Uintah now holds the 3,000,000 shares of common stock
representing 70.09% of the voting stock.
The following table sets forth information with respect to the beneficial
ownership of the Company's outstanding common stock by:
o each person who is known by the Company to be the beneficial owner of five
percent (5%) or more of the Company's common stock;
Number of Shares Number of Shares
Held Before Percent of Class Held After Percent of Class
Agreement Before Agreement Agreement After Agreement
Name of Holder (1) (1)
------------------------------------ ------------------- -------------------- -------------------- -------------------
Sharon Fowler 3,680,000 85.5% 680,000 15.88%
South Uintah Gas Properties -0- 0% 3,000,000 70.09%
(1) Based on 4,280,000 shares of common stock issued and outstanding on July
11, 2011.
SECTION 8 - OTHER EVENTS
Item 8.01 Other Events.
The Company intends to continue its business plan in the oil and gas exploration
business as set forth in the Company's Annual Report on Form 10-K and its
Post-Effective Amendment No. 6 to its Registration Statement on Form S-1.
The Company intends to acquire South Uintah for convertible promissory notes
with varying terms, restricted shares of common stock, warrants, and shares of
preferred stock, when authorized, though no such agreements have been entered
into at the time of this filing. South Uintah must complete an audit of its
financial statements under SEC rules in order to complete the contemplated
transaction.
South Uintah intends to appoint new officers after an election of new directors
to the Board of Directors. No arrangement now exists for such actions, and this
is only a statement of intent.
South Uintah was incorporated in the State of Colorado in March 2011. South
Uintah has interests in oil and gas properties. South Uintah has acquired
interests in approximately 4,000 gross acres in the Central part of the Uintah
Basin, at Natural Buttes, Utah from a farmout. The acreage is located in a
prolific gas production area from multiple hydrocarbon reservoirs such as: Green
River, Wasatch, Castlegate, Mancos, Dakota, Buck Tongue, Emery, and Prairie
Canyon. The upper zones above 9,800 feet (approx) are precluded in the farmout
and the overall targets will be zones from 9,800 feet to 16,000 feet.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following is a complete list of exhibits filed as
part of this Report. Exhibit numbers correspond to the numbers in the exhibit
table of Item 601 of Regulation S-K.
Exhibit No. Description
---------- -----------
10.1 Share Purchase Agreement, dated July 8, 2011*
--------------------
*Filed herewith
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.
GARNER INVESTMENTS, INC.
By:/s/Roy Smith
------------
Roy Smith, President
Date: July 12, 2011
