GARNER INVESTMENTS INC
10SB12G/A, 1999-07-21
NON-OPERATING ESTABLISHMENTS
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                    U. S. Securities and Exchange Commission

                             Washington, D.C. 20549


                                    Form 10SB/A

                                File No.: 0-26317

                                 CIK: 0001087734

                       AMENDMENT TO APPLICATION OR REPORT

                            GARNER INVESTMENTS, INC.
                 (Name of Small Business Issuer in its charter)

                                 AMENDMENT NO. 1

         The undersigned  Registrant hereby amends the Registration Statement on
Form 10SB as set forth in the pages attached hereto:

         Unaudited Financial Statements and Statements of
         Operations for quarter ended March 31, 1999

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

         Dated: July 20, 1999

                                           GARNER INVESTMENTS, INC.


                                                /s/ William A. Erickson
                                           By: ---------------------------------
                                                 William A. Erickson, President



<PAGE>



                                INTERIM FINANCIAL
                              STATEMENTS FOR PERIOD
                              ENDED MARCH 31, 1999
                                   (Unaudited)

                            Garner Investments, Inc.


<PAGE>

<TABLE>
<CAPTION>


                            GARNER INVESTMENTS, INC.
                          (A Development Stage Company)

                                  BALANCE SHEET
                                   (unaudited)





                                                                   March 31,                   December 31,
                                                                   1999                        1998
                                                                   --------------------------  -----------------------
                                                                   <S>                         <C>
Current Assets:                                                    $549                        $549
                                                                   --------------------------  -----------------------
Cash and cash equivalents                                          549                         549
                                                                   --------------------------  -----------------------
Total current assets                                               $549                        $549
                                                                   ==========================  =======================

LIABILITIES AND STOCKHOLDERS' EQUITY

Total Current Liabilities:                                         0                           0
                                                                   --------------------------  -----------------------

Stockholders' equity:
Common stock, $.001 par value                                      780                         780
Authorized 50,000,000 shares: Issued and outstanding
780,000 shares
Additional paid-in capital                                         1470                        1470
Retained Earnings (deficit)                                        (1701)                      (1701)
                                                                   --------------------------  -----------------------
Total Stockholders' equity                                         549                         549
                                                                   --------------------------  -----------------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                           $0                          $0
                                                                   ==========================  =======================

</TABLE>


    The accompanying notes are an integral part of the financial statements.





<PAGE>

<TABLE>
<CAPTION>


                            GARNER INVESTMENTS, INC.
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS
                                   (unaudited)







                                                         Three Months Ending             Three Months Ending
                                                         March 31, 1999                  March 31, 1998
<S>                                                      <C>                             <C>
Revenue & interest                                       $0                              $0
Expenses, general and administrative                     0                               0
Provision for income taxes                               -                               -
                                                         ------------------------------- -----------------------------
Net income (loss) for period                             $0                              $0
Net income (loss) per share                              $(-)                            $(-)
Weighted average number of common shares                 780,000                         780,000



</TABLE>


    The accompanying notes are an integral part of the financial statements.




<PAGE>

<TABLE>
<CAPTION>


                            GARNER INVESTMENTS, INC.
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS
                                   (unaudited)







                                                             Three Months Ending           Three Months Ending
                                                             March 31, 1999                March 31, 1998
                                                             ----------------------------- ---------------------------
<S>                                                          <C>                           <C>
Cash flows from operating activities:                        $0                            $0
Net income (loss)                                            0                             0
Adjustments to reconcile net income (loss) to net            0                             0
cash provided (used) by operating activities:
Amortization                                                 0                             0
Rent                                                         0                             0
Changes in:                                                  0                             0
Accounts payable - related parties                           0                             0
                                                             ----------------------------- ---------------------------
Cash provided (used) by operating activities                 0                             0
                                                             ============================= ===========================
Cash at beginning of period                                  0                             0
                                                             ============================= ===========================
Cash at end of period                                        $0                            $0
                                                             ============================= ===========================


</TABLE>


    The accompanying notes are an integral part of the financial statements.



<PAGE>



                            GARNER INVESTMENTS, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                   (unaudited)
                      For the Quarter ended March 31, 1999


Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was incorporated on February 13, 1997, in the state of Wyoming.  The
Company  is in the  development  stages  and was  organized  for the  purpose of
general  investing.  The Company's fiscal year end is December 31. The financial
statements are presented on the accrual basis of accounting.

The  accompanying  financial  statements have been prepared on the going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities in the normal course of business.  The Company's  continuation  as a
going concern is dependent on its ability to generate  sufficient  cash flows to
meet its obligations on a timely basis, to raise  additional as may be required,
and ultimately to attain successful operations.  The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

Basis of Presentation

The Company is primarily engaged in general  investing.  The authorized  capital
stock of the  corporation  is  50,000,000  shares of common  stock at $0.001 par
value. There are no preferred stock authorized or issued.

Cash and Cash Equivalents

The Company  considers all  highly-liquid  debt  instruments,  purchased with an
original maturity of three months, to be cash equivalents.

Revenue Recognition

Revenue is recognized when earned and expenses are recognized when they occur.

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 revenue and expenses during the reporting period. Actual
results could differ from those estimates.


<PAGE>


                            GARNER INVESTMENTS, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                   (unaudited)
                      For the Quarter ended March 31, 1999


Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'T.)

Net Loss Per Share

Net loss per share is based on the weighted  average number of common shares and
common shares equivalents outstanding during the period.

Note 2 - FEDERAL INCOME TAXES

The Company  adopted  statements  of  financial  Accounting  Standards  No. 109,
"Accounting  For Income Taxes." FAS 109 requires the recognition of deferred tax
liabilities  and assets for the  anticipated  future  tax  effects of  temporary
differences  that arise as a result of differences  in the carrying  amounts and
tax  bases of  assets  and  liabilities.  There  was no  material  effect on the
financial statements as a result of adopting FAS 109.

Note 3 - STOCKHOLDERS' EQUITY

During the Period,  the Company  issued  780,000  shares of its $0.001 par value
common stock to various investors at 40.029 per share for cash of $2,250.

Note 4 - RELATED PARTY TRANSACTION

The officers and  directors of this Company are also  officers and  directors of
other companies.


<TABLE> <S> <C>


<ARTICLE>                     5

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-END>                                   MAR-31-1999
<CASH>                                         549
<SECURITIES>                                   0
<RECEIVABLES>                                  0
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               549
<PP&E>                                         0
<DEPRECIATION>                                 0
<TOTAL-ASSETS>                                 549
<CURRENT-LIABILITIES>                          0
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       780
<OTHER-SE>                                     (231)
<TOTAL-LIABILITY-AND-EQUITY>                   549
<SALES>                                        0
<TOTAL-REVENUES>                               0
<CGS>                                          0
<TOTAL-COSTS>                                  0
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                0
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   0
<EPS-BASIC>                                  0
<EPS-DILUTED>                                  0



</TABLE>


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