UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 10-K


[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

         For the fiscal year ended December 31, 2008

                                       Or

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

         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 or other jurisdiction of                     I.R.S. Employer
  incorporation or organization                    Identification No.

                      P.O. Box 3412, Casper, Wyoming, 82602
 ------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

               Registrant's telephone number, including area code:

           Securities registered pursuant to Section 12(b) of the Act:

 Title of each class registered              Name of each exchange
                                             on which registered
----------------------------------          ------------------------
         Not Applicable                         Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock




<PAGE>



Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes |_| No |X|


Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. |_|

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 |_|

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (ss.  229.405 of this chapter) is not contained  herein,  and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. |X|

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    [___]         Accelerated filer     [___]
--------------------------------------------------------------------------------
Non-accelerated filer      [___]         Smaller reporting company [_X_]
--------------------------------------------------------------------------------

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant  does not have an aggregate  market value,  since the common stock of
the registrant does not trade on any market, at the time of this filing.

There were 4,280,000 shares  outstanding of the registrant's  Common Stock as of
March 30, 2009.


<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                                     <C>



                                TABLE OF CONTENTS

                                                   PART I

ITEM 1                  Business                                                                         2
ITEM 1 A.               Risk Factors                                                                     7
ITEM 1 B.               Unresolved Staff Comments                                                       17
ITEM 2                  Properties                                                                      17
ITEM 3                  Legal Proceedings                                                               17
ITEM 4                  Submission of Matters to a Vote of Security Holders                             18

                                                  PART II

ITEM 5                  Market for Registrant's Common Equity, Related Stockholder Matters and
ITEM 6                  Selected Financial Data                                                         19
ITEM 7                  Management's Discussion and Analysis of Financial Condition and Results of
ITEM 7 A.               Quantitative and Qualitative Disclosures About Market Risk                      21
ITEM 8                  Financial Statements and Supplementary Data                                     21
ITEM 9                  Changes in and Disagreements with Accountants on Accounting and Financial
ITEM 9 A.               Controls and Procedures                                                         23
ITEM 9 A(T).            Controls and Procedures                                                         23
ITEM 9B                 Other Information                                                               24

                                                  PART III

ITEM 10                 Directors, Executive Officers, and Corporate Governance                         24
ITEM 11                 Executive Compensation                                                          25
ITEM 12                 Security Ownership of Certain Beneficial Owners and Management and Related
ITEM 13                 Certain Relationships and Related Transactions, and Director Independence
ITEM 14                 Principal Accounting Fees and Services                                          32

                                                  PART IV

ITEM 15                 Exhibits, Financial Statement Schedules                                         33
SIGNATURES                                                                                              34

</TABLE>


<PAGE>



Note about Forward-Looking Statements

This From 10-K contains forward-looking  statements, such as statements relating
to our financial condition,  results of operations,  plans,  objectives,  future
performance and business  operations.  These  statements  relate to expectations
concerning  matters  that  are  not  historical  facts.  These   forward-looking
statements  reflect our current  views and  expectations  based largely upon the
information  currently  available  to us and are subject to  inherent  risks and
uncertainties.  Although we believe  our  expectations  are based on  reasonable
assumptions,  they are not  guarantees  of  future  performance  and there are a
number of important factors that could cause actual results to differ materially
from those expressed or implied by such  forward-looking  statements.  By making
these  forward-looking  statements,  we do not  undertake  to update them in any
manner  except as may be required by our  disclosure  obligations  in filings we
make with the Securities and Exchange  Commission  under the Federal  securities
laws.  Our  actual  results  may  differ  materially  from  our  forward-looking
statements.

                                     PART I

ITEM 1.  BUSINESS


General

The  following  is a  summary  of  some  of the  information  contained  in this
document. Unless the context requires otherwise,  references in this document to
"Garner Investments," or the "Company" are to Garner Investments, Inc..

HISTORY OF GARNER INVESTMENTS, INC.

Garner   Investments,   Inc.   ("Garner   Investments"  or  "the  Company")  was
incorporated  February 13, 1997. It is a Wyoming  corporation  organized for the
purpose  of  engaging  in  the  acquisition,   exploration,  and  if  warranted,
development of natural resource properties and prospects located in the state of
Wyoming and may  participate  in oil and gas prospects  located in the states of
Wyoming,  Kansas, New Mexico, Texas,  Oklahoma and Colorado.  Garner Investments
main  emphasis will be to acquire,  either by lease,  farmout,  or purchase,  an
interest in oil or gas prospects or properties for exploration,  when available,
with third parties.

COMPANY OVERVIEW

Garner  Investments  has been inactive  during the last 5 years.  It has changed
from a farmout business to actively commence evaluation and possibly exploration
of oil and gas prospects.  Garner Investments currently has an 82.5% Net Revenue
Interest in 640 acres, T38N, R81W, Section 16, Natrona County, Wyoming.

Garner  Investments does not maintain a website.  A copy of our Annual Report on
Form 10-K along with  copies of our  quarterly  reports on Form 10-Q and current
reports  on Form 8-K  required  to be filed  with the  Securities  and  Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended,  and can
be found on the edgar database at  www.sec.gov.  In addition our SEC reports are
available  free of  charge  from the  Company  upon  written  request  to Garner
Investments, Inc. P.O. Box 3412, Casper, Wyoming, 82602

                                       1
<PAGE>




Areas of Interest and Property.

A primary area of interest is the geologic  province  which consists of numerous
oil and gas  productive  areas  and  zones.  Garner  Investments  has a  farmout
interest in one lease, and because of varying geologic conditions across central
and eastern  Wyoming,  it is  impossible  to predict with accuracy what geologic
situation might be encountered on specific leases. There is no producing acreage
and no reserves.

Garner  Investments  farmout  acreage  is located  in  Natrona  County,  Wyoming
consisting  of 640 gross acres.  Nearest  production is the Salt Creek Field and
Smokey Gap  Field,  drilled  in the  1900's to 2006  which  have  produced  over
20,000,000 barrels.

Gross Acres                           Net Acres
-----------                           ---------
640                                   528

Any oil production in nearby fields is not indicative of the production that may
be obtainable from Garner Investments prospect.

Garner  Investments  may  participate  in a well on this acreage  with  industry
partners,  on  terms  not  yet  determined.  If a  well  is  productive,  Garner
Investments would drill other wells with its partners.

The lease was originally  acquired by Sharon K. Fowler in 2006. There were three
criteria used in selecting the lease: a) it is near to known  production of oil;
b) it is located in a proven oil producing area; and c) the production potential
is from relatively shallow formations, up to 5,000 ft.

Farmout Terms:

Garner Investments  farmout from Sharon K. Fowler provides that the Company must
commence drilling a well within eighteen months after the date of the farmout or
the farmed  acreage  will revert to Ms.  Fowler,  however,  an  extension of the
farmout has been executed to extend the  performance  date to December 31, 2009.
Ms. Fowler retains a 5% overriding Royalty on any oil and gas produced and a 10%
back-in working interest.  There is a 12 1/2% Royalty to State of Wyoming on the
lease and a 5% Royalty held by Sharon  Fowler,  resulting in a 82.5% net revenue
interest to Garner Investments on the lease farmout.

Geology of Farmout Prospect

SECTION 16, T38N, R81W

The Company's Oil & Gas Lease prospect is located  approximately  two miles west
of the well known, prolific,  Salt Creek Field, and one and three quarters miles
northwest of the Smokey Gap Field.

Four  wells  have  been  drilled  within  one to one and  one-half  miles of the
Company's  prospect,  essentially  surrounding it. They were all drilled through
the  Pennsylvanian  Tensleep  Sandstone,  and all had oil shows in the  Tensleep
Sandstone,  but tested  water on DST (Drill  Stem Test).  The Beren  Corporation
drilled a  representative  hole in 1978 which was located in the SWSW of Section
8, T38N, R81W (the adjacent Section diagonal to the northwest). This hole tested
the  Tensleep  Sandstone,  which  was  topped  at  4,990  feet.  The tops of the
shallower formations were as follows:

                                       2

<PAGE>
<TABLE>
<CAPTION>
<S>                        <C>                 <C>               <C>                    <C>



Formation Tops

-------------------------- ------------------- ----------------- ---------------------- -------------------
NAME                       FEET                                  NAME                   FEET
-------------------------- ------------------- ----------------- ---------------------- -------------------
Frontier                   1798'                                 Popo Agie              3743'
-------------------------- ------------------- ----------------- ---------------------- -------------------
Mowry                      2730'                                 Crow Mtn               3846'
-------------------------- ------------------- ----------------- ---------------------- -------------------
Muddy                      3013'                                 Alcova                 3930'
-------------------------- ------------------- ----------------- ---------------------- -------------------
Dakota                     3144'                                 Red Peak               3748'
-------------------------- ------------------- ----------------- ---------------------- -------------------
Lakota                     3223'                                 Dinwoody               4573'
-------------------------- ------------------- ----------------- ---------------------- -------------------
Morrison                   3330'                                 Phosphoria             4638'
-------------------------- ------------------- ----------------- ---------------------- -------------------
Sundance                   3528'                                 Tensleep               4990'
-------------------------- ------------------- ----------------- ---------------------- -------------------
</TABLE>

Some gas  detector  shows were  detected  in the  shallower  sands,  but nothing
significant enough to warrant a DST.

The test holes mentioned above all had oil shows in the Tensleep Sandstone.

First Proposed Drilling Location -  Target Zones

Logs from control wells in the area on the  Company's  first  proposed  location
sited in the  northwest  quarter of Section 16 is so located  seeking  the updip
structure from other drilling in the area.

New Prospect Criteria

Garner  Investments will consider the following criteria when evaluating whether
to acquire an oil and gas prospect:

1) proximity to existing production;
2) depth of existing productions;
3) location in a known producing region;
4) whether  there is well  control  data from nearby  drill  sites;
5) geologicevaluations by local geologists of production  potential;
6) reasonable cost of acquisition;
7) term of lease and drilling commitment, if any; and
8) reasonable drilling cost estimates.

COMPETITION, MARKETS, REGULATION AND TAXATION

Competition.

There are a large number of companies and individuals engaged in the exploration
for minerals and oil and gas; accordingly, there is a high degree of competition
for desirable properties. Almost all of the companies and individuals so engaged
have  substantially  greater  technical  and  financial  resources  than  Garner
Investments does.

Markets.

The  availability  of a ready market for oil and gas  discovered,  if any,  will
depend on numerous factors beyond the Company's control, including the proximity
and capacity of  refineries,  pipelines,  and the effect of state  regulation of
production and of federal  regulations of products sold in interstate  commerce,
and recent  intrastate  sales.  The market price of oil and gas are volatile and
beyond the Company's control. The market for natural gas is also unsettled,  and
gas prices have increased  dramatically in the past four years with  substantial
fluctuation, seasonally and annually.

                                       3

<PAGE>




There  generally are only a limited  number of gas  transmission  companies with
existing  pipelines  in the  vicinity of a gas well or wells.  In the event that
producing gas properties are not subject to purchase  contracts or that any such
contracts  terminate  and  other  parties  do not  purchase  the  Company's  gas
production,  there is no assurance that Garner Investments will be able to enter
into purchase  contracts with any transmission  companies or other purchasers of
natural  gas and there  can be no  assurance  regarding  the  price  which  such
purchasers  would be  willing  to pay for such gas.  There  presently  exists an
oversupply  of gas in the  certain  areas  of the  marketplace  due to  pipeline
capacity,  the extent and duration of which is not known.  Such  oversupply  may
result in restrictions of purchases by principal gas pipeline purchasers.

Effect of Changing Industry Conditions on Drilling Activity.

Lower oil and gas prices have caused a decline in drilling  activity in the U.S.
from time to time. However, such reduced activity has also resulted in a decline
in  drilling  costs,  lease  acquisition  costs  and  equipment  costs,  and  an
improvement in the terms under which drilling prospects are generally available.
Garner  Investments cannot predict what oil and gas prices will be in the future
and what effect those prices may have on drilling activity in general, or on its
ability to generate economic drilling prospects and to raise the necessary funds
with which to drill them.

Federal Regulations.

Governmental Regulation and Environmental Consideration.

Oil and Gas:  The oil and gas  business  in the  United  States  is  subject  to
regulation by both federal and state  authorities,  particularly with respect to
pricing, allowable rates of production, marketing and environmental matters.

The  production of crude oil and gas has, in recent  years,  been the subject of
increasing  state and federal  controls.  No  assurance  can be given that newly
imposed or changed federal laws will not adversely affect the economic viability
of any oil and gas  properties  the Company  may acquire in the future.  Federal
income and  "windfall  profit"  taxes  have in the past  affected  the  economic
viability of such properties.

The above  paragraphs  only give a brief overview of potential state and federal
regulations.  Because the Company has only  acquired  specific  properties,  and
because  of the  wide  range  of  activities  in which  Garner  Investments  may
participate,  it is  impossible  to set forth in  detail  the  potential  impact
federal and state regulations may have on the Company.

Compliance with Environmental Laws and Regulations.

Garner  Investments  operations are subject to local, state and federal laws and
regulations  governing  environmental quality and pollution control. To date the
Company's  compliance  with these  regulations has had no material effect on its
operations,  capital,  earnings, or competitive  position,  and the cost of such
compliance has not been material.  The Company is unable to assess or predict at
this time what effect  additional  regulations or legislation  could have on its
activities.

The Department of Energy. The Department of Energy Organization Act (Pub. L. No.
95-91)  became  effective  October 1, 1977.  Under  this Act  various  agencies,
including  the  Federal  Energy  Administration  (FEA)  and  the  Federal  Power
Commission  (FPC),  have  been  consolidated  to  constitute  the  cabinet-level
Department of Energy (DOE).  The Economic  Regulatory  Administration  (ERA),  a
semi-independent  administration  within the DOE,  now  administers  most of the
regulatory  programs  formerly  managed by the FEA,  including  oil  pricing and
allocation.  The Federal Energy  Regulatory  Commission  (FERC),  an independent
agency  within the DOE,  has  assumed the FPC's  responsibility  for natural gas
regulation.

                                       4
<PAGE>



Regulation  and Pricing of Natural Gas.  Garner  Investments  operations  may be
subject to the jurisdiction of the Federal Energy  Regulatory  Commission (FERC)
with respect to the sale of natural gas for resale in interstate  and intrastate
commerce.  State regulatory agencies may exercise or attempt to exercise similar
powers with respect to intrastate  sales of gas.  Because of its  complexity and
broad scope,  the price impact of future  legislation on the operation of Garner
Investments cannot be determined at this time.

Crude Oil and Natural Gas Liquids Price and Allocation Regulation.

Pursuant to Executive  Order Number 12287,  issued  January 28, 1981,  President
Reagan lifted all existing  federal price and allocation  controls over the sale
and  distribution  of crude oil and natural gas liquids.  Executive Order Number
12287 was made  effective as of January 28,  1981,  and  consequently,  sales of
crude oil and natural gas liquids  after  January 27, 1981 are free from federal
regulation.  The price for such  sales and the  supplier-purchaser  relationship
will be determined by private contract and prevailing  market  conditions.  As a
result of this action,  oil which may be sold by Garner Investments will be sold
at  deregulated or free market  prices.  At various  times,  certain groups have
advocated the reestablishment of regulations and control on the sale of domestic
oil and gas.

State Regulations.

Garner  Investments  production  of oil and  gas,  if any,  will be  subject  to
regulation by state  regulatory  authorities  in the states in which the Company
may produce oil and gas. In general,  these regulatory authorities are empowered
to make and enforce  regulations  to prevent waste of oil and gas and to protect
correlative rights and opportunities to produce oil and gas as between owners of
a common reservoir.  Some regulatory authorities may also regulate the amount of
oil and gas produced by assigning allowable rates of production.

Proposed Legislation.

A number of  legislative  proposals  have been and probably  will continue to be
introduced in Congress and in the  legislatures  of various  states,  which,  if
enacted, would significantly affect the petroleum industries. Such proposals and
executive  actions  involve,  among other  things,  the  imposition  of land use
controls such as prohibiting  drilling  activities on certain  federal and state
lands in roadless wilderness areas. At present, it is impossible to predict what
proposals,  if any,  will  actually be enacted by Congress or the various  state
legislatures  and what  effect,  if any,  such  proposals  will  have.  However,
President  Clinton's  establishment of numerous National  Monuments by executive
order has had the effect of precluding  drilling  across vast areas of the Rocky
Mountain West.

Environmental Laws.

Oil and gas exploration and  development  are  specifically  subject to existing
federal  and state laws and  regulations  governing  environmental  quality  and
pollution  control.  Such laws and  regulations may  substantially  increase the
costs of exploring for, developing,  or producing oil and gas and may prevent or
delay the commencement or continuation of a given operation.

All of  Garner  Investments  operations  involving  the  exploration  for or the
production of any minerals are subject to existing laws and regulations relating
to exploration procedures,  safety precautions,  employee health and safety, air
quality  standards,  pollution of stream and fresh water sources,  odor,  noise,
dust, and other environmental  protection controls adopted by federal, state and
local  governmental  authorities  as well as the  right  of  adjoining  property
owners.  Garner  Investments  may be required to prepare and present to federal,
state or local  authorities  data  pertaining  to the effect or impact  that any
proposed   exploration   for  or  production  of  minerals  may  have  upon  the
environment.  All  requirements  imposed by any such  authorities may be costly,
time  consuming,  and may delay  commencement  or continuation of exploration or
production operations.

                                       5
<PAGE>





It may be anticipated that future legislation will  significantly  emphasize the
protection  of the  environment,  and  that,  as a  consequence,  the  Company's
activities may be more closely  regulated to further the cause of  environmental
protection. Such legislation, as well as future interpretation of existing laws,
may require  substantial  increases  in  equipment  and  operating  costs to the
Company and delays, interruptions, or a termination of operations, the extent to
which cannot now be predicted.

Title to Properties.

Garner  Investments  is not the record  owner of the  Company's  interest in its
properties  and relies  instead on  contracts  with the owner or operator of the
property,  pursuant to which,  among other things,  the Company has the right to
have its interest placed of record. As is customary in the oil and gas industry,
a  preliminary  title  examination  will  be  conducted  at  the  time  unproved
properties  or interests are acquired by us. Prior to  commencement  of drilling
operations on such acreage and prior to the  acquisition  of proved  properties,
Garner  Investments  will  conduct a title  examination  and  attempt  extremely
significant  defects before  proceeding  with  operations or the  acquisition of
proved properties, as it may deem appropriate.

Garner  Investments  properties are subject to royalty,  overriding  royalty and
other interests customary in the industry, liens incident to agreements, current
taxes  and  other  burdens,  minor  encumbrances,  easements  and  restrictions.
Although  Garner  Investments  is not aware of any  material  title  defects  or
disputes with respect to its undeveloped  acreage, to the extent such defects or
disputes exist, the Company would suffer title failures.

Backlog of Orders.
-----------------

Garner Investments currently has no orders for sales at this time.

Government Contracts.
--------------------

The Company has no government contracts.

Company Sponsored Research and Development.
------------------------------------------

The Company is not conducting any research.

Number of Persons Employed.
--------------------------

As of March 31, 2009, Garner  Investments had no full-time  employees.  Officers
and Directors work on an as needed part-time basis up to 5 hours per week.

                                       6

<PAGE>





ITEM 1A.  RISK FACTORS

                           FORWARD LOOKING STATEMENTS

This  document   includes   forward-looking   statements,   including,   without
limitation,   statements  relating  to  Garner  Investments  plans,  strategies,
objectives,   expectations,   intentions   and  adequacy  of  resources.   These
forward-looking statements involve known and unknown risks,  uncertainties,  and
other factors that may cause Garner Investments  actual results,  performance or
achievements to be materially different from any future results,  performance or
achievements  expressed  or implied  by the  forward-looking  statements.  These
factors include,  among others, the following:  ability of Garner Investments to
implement its business strategy; ability to obtain additional financing;  Garner
Investments  limited  operating  history;  unknown  liabilities  associated with
future acquisitions;  ability to manage growth; significant competition; ability
to attract and retain talented employees; and future government regulations; and
other  factors  described in this  registration  statement or in other of Garner
Investments  filings  with  the  Securities  and  Exchange  Commission.   Garner
Investments  is  under  no  obligation,   to  publicly   update  or  revise  any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.

                                  Risk Factors

                          GENERAL BUSINESS RISK FACTORS

Garner  Investments  business is a  development  stage  company and unproven and
therefore risky.

The  Company  has  only  very  recently  adopted  the  business  plan  described
herein-above.  Potential  investors  should  be  made  aware  of  the  risk  and
difficulties encountered by a new enterprise in the energy business,  especially
in view of the intense competition from existing businesses in the industry.

The  Company  has a lack of revenue  history  and  investors  cannot view Garner
Investments past performance since it is a start-up company.

Garner  Investments,  Inc.  was formed on  February  13, 1997 for the purpose of
engaging  in any  lawful  business  and  have  adopted  a  plan  to  engage  the
acquisition,  exploration,  and if warranted,  development  of natural  resource
properties.  The Company has had no revenues in the last five years. The Company
is not  profitable  and the  business  effort  is  considered  to be in an early
development  stage.  Garner Investments must be regarded as a new or development
venture  with  all  of the  unforeseen  costs,  expenses,  problems,  risks  and
difficulties to which such ventures are subject.

Garner  Investments  can give no  assurance of success or  profitability  to the
Company's investors.

There is no assurance  that Garner  Investments  will ever  operate  profitably.
There is no assurance  that the Company will  generate  revenues or profits,  or
that the market price of the Company's common stock will be increased thereby.

Garner  Investments  may have a shortage of working  capital in the future which
could jeopardize the Company's ability to carry out its business plan.

The Company's  capital needs consist primarily of expenses related to geological
evaluation,  general and administrative and potential exploration  participation
and  could  exceed  $150,000  in the next  twelve  months.  Such  funds  are not
currently  committed,  and Garner  Investment's cash as of the date of this Form
10K, is $0.

                                       7
<PAGE>





Garner  Investments  has no  operating  history  and no  revenues  and it may be
unlikely that the Company will raise that  additional  working  capital from its
financing  activities.  At the time of this  filing,  no such  funds  have  been
raised.

Garner Investment's  officers and directors may have conflicts of interest which
may not be resolved favorably to the Company.

Certain  conflicts  of interest may exist  between  Garner  Investments  and its
officers and directors. The Company's Officers and Directors have other business
interests to which they devote their  attention  and may be expected to continue
to do so  although  management  time  should be  devoted  to Garner  Investments
business. As a result, conflicts of interest may arise that can be resolved only
through  exercise of such judgment as is  consistent  with  fiduciary  duties to
Garner  Investments.  See  "Directors  and  Executive  Officers"  (page  24  and
"Conflicts of Interest"  (page 25).  Garner  Investment's  officers are spending
part-time in this business - up to 5 hours per week.

The Company will need additional  financing for which Garner  Investments has no
commitments, and this may jeopardize execution of the Company's business plan.

Garner  Investments  has  limited  funds,  and such funds may not be adequate to
carry out the  business  plan in the energy  business.  The  Company's  ultimate
success depends upon its ability to raise  additional  capital.  The Company has
not  investigated  the  availability,  source,  or terms that  might  govern the
acquisition of additional  capital and will not do so until it determines a need
for additional  financing.  If the Company needs additional  capital,  it has no
assurance  that funds will be available  from any source or, if available,  that
they can be obtained  on terms  acceptable  to the  Company.  If not  available,
Garner Investments operations will be limited to those that can be financed with
its modest capital.

The  Company  may in the future  issue more  shares  which could cause a loss of
control by its present management and current stockholders.

Garner  Investments  may issue further shares as  consideration  for the cash or
assets or services out of its authorized  but unissued  common stock that would,
upon  issuance,  represent  a  majority  of the  voting  power and equity of the
Company.  The result of such an  issuance  would be those new  stockholders  and
management  would  control the Company,  and persons  unknown  could replace the
Company's  management at this time. Such an occurrence would result in a greatly
reduced   percentage  of  ownership  of  Garner   Investments   by  its  current
shareholders, which could present significant risks to investors.

Garner Investments has a minimal operating history,  so investors have no way to
gauge its long term performance.

Garner  Investments,  Inc.  was formed on February  13,  1997 and only  recently
adopted a business  plan in the energy  industry.  As evidenced by the financial
reports the Company has had no revenue. Garner Investments must be regarded as a
new or development venture with all of the unforeseen costs, expenses, problems,
and difficulties to which such ventures are subject.  The Company's venture must
be considered highly speculative.

                                       8
<PAGE>





Garner  Investments  is not  diversified  and it will be  dependent  on only one
business.

Because of the limited financial  resources that the Company has, it is unlikely
that the Company will be able to diversify its  operations.  Garner  Investments
probable  inability to  diversify  its  activities  into more than one area will
subject the  Company to economic  fluctuations  within the energy  industry  and
therefore  increase the risks  associated  with the Company's  operations due to
lack of diversification.

Garner  Investments  will  depend  upon  management  but it  will  have  limited
participation of management.

The Company  currently has three individuals who are serving as its officers and
directors  for up to 5 hours per week each on a part-time  basis.  The Company's
directors are also acting as its officers. The Company will be heavily dependent
upon their skills,  talents,  and abilities,  as well as several  consultants to
Garner Investments, to implement the Company's business plan, and may, from time
to time,  find that the inability of the officers,  directors and consultants to
devote their full-time  attention to Garner  Investments  business  results in a
delay in progress toward  implementing the Company's  business plan. Once Garner
Investments is able to complete its proposed offering,  other consultants may be
employed  on  a  part-time  basis  under  a  contract  to  be  determined.   See
"Management."  Because  investors  will  not be able  to  manage  the  Company's
business, they should critically assess all of the information concerning Garner
Investments officers and directors.

The  Company's  officers  and  directors  are not  employed  full-time by Garner
Investments which could be detrimental to the business.

Garner  Investments  directors  and  officers  are,  or  may  become,  in  their
individual  capacities,  officers,  directors,  controlling  shareholder  and/or
partners of other  entities  engaged in a variety of  businesses.  Thus,  Garner
Investments  officers and directors may have potential conflicts including their
time and efforts involved in participation  with other business  entities.  Each
officer  and  director  of Garner  Investments  business  is engaged in business
activities outside of the Company's business, and the amount of time they devote
as Officers and Directors to its business  will be up to 5 hours per week.  (See
"Executive Team")

Garner  Investments  does not know of any  reason  other than  outside  business
interests that would prevent them from devoting  full-time to its Company,  when
the business may demand such full-time participation.

The  Company's  officers  and  directors  may have  conflicts of interests as to
corporate opportunities which it may not be able or allowed to participate in.

Presently  there  is no  requirement  contained  in the  Company's  Articles  of
Incorporation,  Bylaws,  or minutes which requires officers and directors of its
business to disclose to the Company's business opportunities which come to their
attention.  Garner  Investments  officers  and  directors  do,  however,  have a
fiduciary  duty  of  loyalty  to the  Company  to  disclose  to it any  business
opportunities  which come to their  attention,  in their  capacity as an officer
and/or  director or otherwise.  Excluded  from this duty would be  opportunities
which the person learns about through his involvement as an officer and director
of another  company.  Garner  Investments  has no  intention  of merging with or
acquiring business  opportunity from any affiliate or officer or director.  (See
"Conflicts of Interest" at page 25)

                                       9
<PAGE>





                RISK FACTORS RELATING TO THE COMPANY AND BUSINESS


Any person or entity  contemplating  an  investment  in the  securities  offered
hereby  should be aware of the high  risks  involved  and the  hazards  inherent
therein. Specifically, the investor should consider, among others, the following
risks:

Garner Investments business,  the oil and gas business, has numerous risks which
could render the Company unsuccessful.

The  search for new oil and gas  reserves  frequently  results  in  unprofitable
efforts,  not only from dry holes, but also from wells which, though productive,
will not produce oil or gas in  sufficient  quantities to return a profit on the
costs  incurred.  There is no assurance  the Company will find or produce oil or
gas from any of the  undeveloped  acreage  farmed out to Garner  Investments  or
which may be  acquired  by the  Company,  nor are there any  assurances  that if
Garner  Investments  ever obtains any  production  it will be  profitable.  (See
"Business and Properties")

The  Company  has  substantial  competitors  who have an  advantage  over Garner
Investments in resources and management.

The Company is and will continue to be an  insignificant  participant in the oil
and gas business.  Most of Garner  Investments  competitors  have  significantly
greater financial  resources,  technical  expertise and managerial  capabilities
than the Company and, consequently,  it will be at a competitive disadvantage in
identifying  and  developing  or  exploring  suitable  prospects.   Competitors'
resources  could  overwhelm  the  Company's  restricted  efforts to acquire  and
explore oil and gas prospects and cause failure of Garner Investment's  business
plan.

Garner  Investments  will be subject  to all of the market  forces in the energy
business,  many  of  which  could  pose a  significant  risk  to  the  Company's
operations.

The  marketing  of natural gas and oil which may be  produced  by the  Company's
prospects will be affected by a number of factors beyond the Company's  control.
These factors include the extent of the supply of oil or gas in the market,  the
availability of competitive fuels, crude oil imports,  the world-wide  political
situation,  price  regulation,  and other factors.  Current  economic and market
conditions have created  dramatic  fluctuations  in oil prices.  Any significant
decrease  in the  market  prices  of oil and gas  could  materially  affect  the
Company's profitability of oil and gas activities.

There  generally are only a limited  number of gas  transmission  companies with
existing  pipelines  in the  vicinity of a gas well or wells.  In the event that
producing gas properties are not subject to purchase  contracts or that any such
contracts  terminate  and  other  parties  do not  purchase  the  Company's  gas
production,  there is assurance  that Garner  Investments  will be able to enter
into purchase  contracts with any transmission  companies or other purchasers of
natural  gas and there  can be no  assurance  regarding  the  price  which  such
purchasers  would be willing to pay for such gas. There may, on occasion,  be an
oversupply of gas in the  marketplace  or in pipelines,  the extent and duration
may  affect  prices  adversely.  Such  oversupply  may result in  reductions  of
purchases  and prices paid to producers by  principal  gas pipeline  purchasers.
(See "Our Business and Competition, Markets, Regulation and Taxation.")

                                       10
<PAGE>




Garner Investments business is subject to significant weather interruptions.

The Company's activities may be subject to periodic interruptions due to weather
conditions.  Weather-imposed  restrictions  during  certain times of the year on
roads accessing  properties  could adversely  affect its ability to benefit from
production on such  properties or could increase the costs of drilling new wells
because of delays.

Garner Investments will have significant  additional  financing  requirements to
fund its future activities.

If Garner  Investments  find oil and gas reserves to exist on a prospect it will
need  substantial  additional  financing to fund the necessary  exploration  and
development  work.   Furthermore,   if  the  results  of  that  exploration  and
development work are successful,  the Company will need  substantial  additional
funds for continued  development.  Garner  Investments  will not have sufficient
proceeds from this offering to conduct such work and, therefore, it will need to
obtain the necessary funds either through debt or equity financing, some form of
cost-sharing  arrangement  with  others,  or the  sale  of all  or  part  of the
property. There is no assurance that the Company will be successful in obtaining
any financing.  These various financing  alternatives may dilute the interest of
Garner  Investments  shareholders  and/or reduce the  Company's  interest in the
properties.

Garner  Investments  will have working capital needs for which it has no funding
commitments.

Garner  Investments  working  capital  needs  of  consist  primarily  of:  lease
acquisitions,  geological data acquisition and interpretation, title examination
activities  and  administration  and are estimated to total over $150,000 in the
next  twelve  months,  none of which funds are  committed.  The Company has only
minimal cash as of the date of this prospectus.

The Company is subject to  significant  operating  hazards and uninsured risk in
the energy industry.

Garner Investments  proposed  operations will be subject to all of the operating
hazards and risks normally incident to exploring, drilling for and producing oil
and gas, such as  encountering  unusual or unexpected  formations and pressures,
blowouts, environmental pollution and personal injury. The Company will maintain
general  liability  insurance  but it has not  obtained  insurance  against such
things as blowouts  and  pollution  risks  because of the  prohibitive  expense.
Should the Company  sustain an uninsured loss or liability,  or a loss in excess
of policy  limits,  Garner  Investments  ability  to operate  may be  materially
adversely affected.

The  Company is subject to Federal  Income Tax laws and  changes  therein  which
could adversely impact us.

Federal  income  tax  laws  are of  particular  significance  to the oil and gas
industry in which the Company intends to engage.  Legislation has eroded various
benefits of oil and gas producers and subsequent legislation could continue this
trend.  Congress is  continually  considering  proposals with respect to Federal
income taxation which could have a material adverse effect on Garner Investments
future  operations  and on its  ability  to obtain  risk  capital  which  Garner
Investment's  industry has  traditionally  attracted  from taxpayers in high tax
brackets.

                                       11
<PAGE>




Garner Investments is subject to substantial government regulation in the energy
industry which could adversely impact the Company.

The  production  and sale of oil and gas are subject to  regulation by state and
federal authorities, the spacing of wells and the prevention of waste. There are
both  federal  and  state  laws  regarding   environmental  controls  which  may
necessitate   significant   capital  outlays,   resulting  in  extended  delays,
materially  affect Garner  Investments  earnings  potential  and cause  material
changes in the in the Company's  proposed  business.  Garner  Investments cannot
predict  what  legislation,   if  any,  may  be  passed  by  Congress  or  state
legislatures in the future,  or the effect of such  legislation,  if any, on the
Company.  Such  regulations  may  have a  significant  effect  on the  Company's
operating results.

The Company  believes  investors  should consider  certain  negative  aspects of
Garner Investments proposed operations.

Dry  Holes:  Garner  Investments  may expend  substantial  funds  acquiring  and
potentially  participating  in  exploring  properties  which the  Company  later
determines not to be  productive.  All funds so expended will be a total loss to
Garner Investments.

Technical  Assistance:  The Company will find it  necessary to employ  technical
assistance in the  operation of its  business.  As of the date of this Form 10K,
the  Company  has not  contracted  for any  technical  assistance.  When  Garner
Investments  needs it such  assistance is likely to be available at compensation
levels the Company would be able to pay.

Uncertainty  of Title:  Garner  Investments  will  attempt to acquire  leases or
interests in leases by option,  lease,  farmout or by purchase.  The validity of
title to oil and gas property  depends upon numerous  circumstances  and factual
matters  (many of which  are not  discoverable  of  record  or by other  readily
available  means) and is subject to many  uncertainties  of existing law and its
application.  The Company intends to obtain an oil and gas attorney's opinion of
valid title before any significant expenditure upon a lease.

Government Regulations:  The area of exploration of natural resources has become
significantly  regulated by state and federal  governmental  agencies,  and such
regulation could have an adverse effect on the Company's operations.  Compliance
with  statutes  and  regulations  governing  the  oil  and  gas  industry  could
significantly  increase  the  capital  expenditures  necessary  to  develop  the
Company's prospects.

Nature of Garner Investments  Business:  Garner  Investments  business is highly
speculative,  involves  the  commitment  of high-risk  capital,  and exposes the
Company to potentially  substantial losses. In addition,  the Company will be in
direct  competition  with other  organizations  which are  significantly  better
financed and staffed than Garner Investments.

General Economic and Other Conditions:  The Company's  business may be adversely
affected  from time to time by such  matters as  changes  in  general  economic,
industrial and  international  conditions;  changes in taxes; oil and gas prices
and costs; excess supplies and other factors of a general nature.

Garner Investments will experience  substantial  competition for supplies in the
energy industry.

The Company will be required to compete  with a large  number of entities  which
are larger,  have greater resources and more extensive  operating histories than
the Company  does.  Shortages of supplies may result from this  competition  and
will lead to increased costs and delays in operations which will have a material
adverse effect on the Company.

                                       12
<PAGE>




Garner Investments will be subject to many factors beyond the Company's control.

The acquisition,  exploration,  development,  production and sale of oil and gas
are  subject to many  factors  which are outside the  Company's  control.  These
factors  include  general  economic  conditions,  proximities to pipelines,  oil
import  quotas,   supply  and  price  of  other  fuels  and  the  regulation  of
transportation by federal and state governmental authorities.

The Company anticipates substantial competition in its effort to explore oil and
gas properties and may have difficulty in putting together drilling participants
and  getting  prospects  drilled and  explored.  Established  companies  have an
advantage over Garner Investments because of substantially  greater resources to
devote to  property  acquisition  and to obtain  drilling  rigs,  equipment  and
personnel.  If the Company is unable to compete for capital,  participation  and
drilling rigs,  equipment and  personnel,  Garner  Investments  business will be
adversely affected.

The  Company  has agreed to  indemnification  of officers  and  directors  as is
provided by Wyoming Statute.

Wyoming Statutes  provide for the  indemnification  of the Company's  directors,
officers, employees, and agents, under certain circumstances, against attorney's
fees and other expenses  incurred by them in any litigation to which they become
a party arising from their association with or activities on Garner  Investments
behalf.  The Company will also bear the expenses of such  litigation  for any of
its directors,  officers,  employees,  or agents,  upon such person's promise to
repay Garner Investments  therefore if it is ultimately determined that any such
person shall not have been  entitled to  indemnification.  This  indemnification
policy could result in  substantial  expenditures  by the Company that it may be
unable to recoup.

Garner  Investments  directors'  liability  to the Company and  shareholders  is
limited

Wyoming Revised Statutes exclude personal  liability of the Company's  directors
and its stockholders for monetary damages for breach of fiduciary duty except in
certain specified  circumstances.  Accordingly,  Garner  Investments will have a
much more limited right of action against its directors that otherwise  would be
the case.  This  provision  does not affect the liability of any director  under
federal or applicable state securities laws.

Garner Investments may depend upon outside advisors, who may not be available on
reasonable terms and as needed.

To supplement the business  experience of the Company's  officers and directors,
Garner  Investments may be required to employ  accountants,  technical  experts,
appraisers,  attorneys,  or other consultants or advisors.  The Company's Board,
without  any  input  from  stockholders,  will  make the  selection  of any such
advisors. Furthermore, the Company anticipates that such persons will be engaged
on an "as needed"  basis without a continuing  fiduciary or other  obligation to
Garner  Investments.  In the event the Company  considers  it  necessary to hire
outside advisors,  the Company may elect to hire persons who are affiliates,  if
they are able to provide the required services.

                                       13
<PAGE>





             RISK FACTORS RELATED TO GARNER INVESTMENTS, INC. STOCK

The regulation of penny stocks by SEC and FINRA may  discourage the  tradability
of the Company's securities.

Garner  Investments,  Inc. is a "penny stock"  company.  None of its  securities
currently  trade in any market  and,  if ever  available  for  trading,  will be
subject to a Securities and Exchange  Commission rule that imposes special sales
practice  requirements upon  broker-dealers  who sell such securities to persons
other than established  customers or accredited  investors.  For purposes of the
rule, the phrase  "accredited  investors" means, in general terms,  institutions
with assets in excess of $5,000,000, or individuals having a net worth in excess
of $1,000,000 or having an annual  income that exceeds  $200,000 (or that,  when
combined with a spouse's income, exceeds $300,000).  For transactions covered by
the rule, the broker-dealer  must make a special  suitability  determination for
the purchaser and receive the purchaser's  written  agreement to the transaction
prior to the sale. Effectively,  this discourages  broker-dealers from executing
trades in penny  stocks.  Consequently,  the rule will  affect  the  ability  of
purchasers  in this  offering to sell their  securities in any market that might
develop  therefore  because it imposes  additional  regulatory  burdens on penny
stock transactions.

In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange
Act of 1934, as amended.  Because the  Company's  securities  constitute  "penny
stocks"  within the  meaning of the rules,  the rules would apply to the Company
and to its  securities.  The rules will further  affect the ability of owners of
shares to sell its  securities in any market that might develop for them because
it imposes additional regulatory burdens on penny stock transactions.

Shareholders  should  be  aware  that,  according  to  Securities  and  Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  consequent  investor  losses.  The
Company's  management is aware of the abuses that have occurred  historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of  broker-dealers  who  participate in
the market,  management will strive within the confines of practical limitations
to prevent the described  patterns from being established with respect to Garner
Investments securities.

Garner Investments will pay no foreseeable dividends in the future.

Garner  Investments,  Inc. has not paid dividends on its common stock and do not
ever anticipate paying such dividends in the
foreseeable future.

                                       14
<PAGE>




No public market exists for the Company's  common stock at this time,  and there
is no assurance of a future market.

There is no public market for Garner  Investments common stock, and no assurance
can be given that a market will develop or that a shareholder  ever will be able
to liquidate his investment without  considerable  delay, if at all. If a market
should  develop,  the  price  may be  highly  volatile.  Factors  such as  those
discussed in the "Risk Factors"  section may have a significant  impact upon the
market price of the shares offered hereby. Due to the low price of the Company's
securities,  many brokerage  firms may not be willing to effect  transactions in
the Company's securities. Even if a purchaser finds a broker willing to effect a
transaction  in  Garner   Investments   shares,  the  combination  of  brokerage
commissions,  state  transfer  taxes,  if any, and any other  selling  costs may
exceed the selling price. Further, many lending institutions will not permit the
use of Garner Investments shares as collateral for any loans.

Rule 144 sales in the future may have a depressive effect on Garner  Investments
stock price.

All of the  outstanding  shares of common  stock held by the  Company's  present
officers,  directors,  and affiliate  stockholders  are "restricted  securities"
within the meaning of Rule 144 under the Securities Act of 1933, as amended.  As
restricted  Shares,  these  shares may be resold only  pursuant to an  effective
registration statement or under the requirements of Rule 144 or other applicable
exemptions  from  registration  under the Act and as required  under  applicable
state  securities  laws. We have registered the  outstanding  shares held by our
officers,  directors and affiliate, these individuals will be able to sell their
shares, if a public market for our stock develops.  Rule 144 provides in essence
that a person who has held restricted  securities for six months,  under certain
conditions,  sell every three  months,  in brokerage  transactions,  a number of
shares  that does not exceed  the  greater  of 1.0% of a  company's  outstanding
common stock or the average weekly trading volume during the four calendar weeks
prior to the sale. There is no limit on the amount of restricted securities that
may be sold by a nonaffiliate after the owner has held the restricted securities
for a period of two years.  A sale  under Rule 144 or under any other  exemption
from the Act, if available,  or pursuant to subsequent registration of shares of
common  stock of present  stockholders,  may have a  depressive  effect upon the
price of the common stock in any market that may develop.

The Company's  investors  may suffer future  dilution due to issuances of shares
for various considerations in the future.

There may be substantial dilution to Garner Investments shareholders,  if Garner
Investments  completes its proposed  offering as a result of future decisions of
the Board to issue shares without shareholder  approval for cash,  services,  or
acquisitions.

Garner Investments stock will in all likelihood be thinly traded and as a result
you  may be  unable  to  sell at or near  ask  prices  or at all if you  need to
liquidate your shares.

The shares of Garner  Investments  common stock, if listed, may be thinly-traded
on the OTC  Bulletin  Board,  meaning that the number of persons  interested  in
purchasing  the Company's  common shares at or near ask prices at any given time
may be relatively  small or  non-existent.  This situation is  attributable to a
number of factors, including the fact that Garner Investments is a small company
which is relatively  unknown to stock  analysts,  stock  brokers,  institutional
investors  and others in the  investment  community  that  generate or influence
sales volume,  and that even if it came to the  attention of such persons,  they
tend to be risk-averse and would be reluctant to follow an unproven, early stage
company such as Garner  Investments or purchase or recommend the purchase of any
of the Company's  Securities until such time as Garner  Investments  became more
seasoned and viable.  As a consequence,  there may be periods of several days or
more  when  trading   activity  in  the  Company's   Securities  is  minimal  or
non-existent,  as  compared  to a seasoned  issuer  which has a large and steady
volume of trading activity that will generally support  continuous sales without
an adverse effect on Securities price.  Garner  Investments  cannot give you any
assurance  that a broader or more active public trading market for the Company's
common Securities will develop or be sustained,  or that any trading levels will
be  sustained.  Due to these  conditions,  the  Company  can give  investors  no
assurance  that they will be able to sell their  shares at or near ask prices or
at all if they need money or otherwise  desire to liquidate their  securities of
the Company.

                                       15
<PAGE>





Garner Investments common stock may be volatile,  which substantially  increases
the risk that you may not be able to sell your  Securities at or above the price
that you may pay for the security.

Because of the limited  trading  market  expected  to develop for the  Company's
common stock and because of the possible price  volatility,  you may not be able
to sell your shares of common  stock when you desire to do so. The  inability to
sell your Securities in a rapidly  declining market may  substantially  increase
your risk of loss  because of such  illiquidity  and  because  the price for the
Company's  Securities may suffer greater declines because of Garner  Investments
price volatility.

The price of the  Company's  common stock that will prevail in the market,  if a
market  develops,  may be  higher or lower  than the price you may pay.  Certain
factors,  some of which are beyond  the  Company's  control,  that may cause its
share  price to  fluctuate  significantly  include,  but are not  limited to the
following:

o Variations  in the  Company's  quarterly  operating  results;
o Loss of a key relationship  or failure to complete  significant  transactions;
o Additions or departures  of key  personnel;  and
o  Fluctuations  in stock  market  price and volume.

Additionally,   in  recent   years  the  stock   market  in  general,   and  the
over-the-counter  markets in  particular,  have  experienced  extreme  price and
volume  fluctuations.  In  some  cases,  these  fluctuations  are  unrelated  or
disproportionate to the operating  performance of the underlying company.  These
market and industry  factors may materially  and adversely  affect the Company's
stock price, regardless of its operating performance.  In the past, class action
litigation  often  has been  brought  against  companies  following  periods  of
volatility in the market price of those  companies  common stock. If the Company
becomes  involved in this type of litigation  in the future,  it could result in
substantial  costs and diversion of management  attention and  resources,  which
could have a further negative effect on your investment in the Company's stock.

Garner Investments new investors will suffer a  disproportionate  risk and there
will be immediate dilution of purchasers' investments.

The present  shareholders have acquired their securities at a cost significantly
less than that which future  purchasers  in the market may pay.  Therefore,  new
investors will bear most of the risk of loss.

The Company's  business is highly  speculative  and the  investment is therefore
risky.

Due to the speculative  nature of Garner  Investments  business,  it is probable
that the  investment in shares offered hereby will result in a total loss to the
investor.  Investors should be able to financially bear the loss of their entire
investment.  Investment  should,  therefore,  be  limited  to  that  portion  of
discretionary  funds not needed for normal  living  purposes or for reserves for
disability and retirement.

                                       16

<PAGE>




Garner  Investments  is a  reporting  company,  but the  Company's  stock is not
publicly traded.

There is no trading market for the Company's common stock. Garner Investments is
subject to the reporting  requirements  under the Securities and Exchange Act of
1934,  Section  13a,  pursuant  to Section 15d of the  Securities  Act and it is
registered  under Section 12(g).  As a result,  shareholders  have access to the
information  required  to be  reported  by  publicly  held  companies  under the
Exchange  Act  and  the  regulations   thereunder.   The  Company  provides  its
shareholders  with quarterly  unaudited  reports and annual  reports  containing
financial  information prepared in accordance with generally accepted accounting
principles  audited by independent  certified public accountants and the Company
is registered under the Securities Exchange Act, Section 12(g).

Garner  Investments has determined an arbitrary  offering price of the Company's
shares.

The  Company's  pricing  of its shares has been  determined  arbitrarily  by the
Company with no established  criteria of value. There is no direct  relationship
between  these  prices  and  Garner  Investments  assets,  book  value,  lack of
earnings, shareholder's equity, or any other recognized standard of value of the
Company's business.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.


ITEM 2.  PROPERTIES

Garner  Investments  operations are principally  located at in Casper,  Wyoming.
Garner Investments offices out the offices of the President of the Company.  The
Company receives mail at P.O. Box 3412, Casper, Wyoming 82602.

DESCRIPTION OF PROPERTIES/ASSETS/OIL AND GAS PROSPECTS

(a)         Real Estate.                                None.
(b)         Title to properties.                        None.
(c)         Oil and Gas Prospects.                      Farmout  Agreement with
                                                        Sharon K. Fowler -
                                                        Natrona
(d)         Patents.                                    None.

Garner Investments, Inc. does not own any property, real or otherwise.


ITEM 3.  LEGAL PROCEEDINGS

Garner Investments  anticipates that it (including any future subsidiaries) will
from time to time become subject to claims and legal proceedings  arising in the
ordinary  course of  business.  It is not feasible to predict the outcome of any
such  proceedings  and Garner  Investments  cannot  assure  that their  ultimate
disposition will not have a materially adverse effect on the Company's business,
financial condition,  cash flows or results of operations.  The Company is not a
party to any pending  legal  proceedings,  nor is the Company aware of any civil
proceeding or government authority  contemplating any legal proceeding as of the
date of this filing.

                                       17



<PAGE>


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted  during the period covered by this report to a vote of
security  holders  of the  Company,  through  the  solicitation  of  proxies  or
otherwise.

                                     PART II


ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

There is no public trading market for the common stock.

Holders

There are approximately 42 holders of record of Garner  Investments common stock
as of December 31, 2008.

Dividend Policy

Holders  of  Garner  Investments  common  stock are  entitled  to  receive  such
dividends  as may be  declared by Garner  Investments  board of  directors.  The
Company has not  declared or paid any  dividends  on Garner  Investments  common
shares and it does not plan on declaring any  dividends in the near future.  The
Company  currently  intends to use all available  funds to finance the operation
and expansion of its business.

Shares Eligible for Future Sale

Garner Investments currently has 4,280,000 shares of common stock outstanding as
of December 31,  2008. A current  shareholder  who is an  "affiliate"  of Garner
Investments, defined in Rule 144 as a person who directly, or indirectly through
one or more  intermediaries,  controls,  or is controlled by, or is under common
control  with  Garner  Investments  will be  required  to comply with the resale
limitations  of Rule 144. Of these shares a total of 4,280,000  shares have been
held for 6 months or more and are eligible  for resale under Rule 144.  Sales by
affiliates  will be subject to the  volume  and other  limitations  of Rule 144,
including   certain   restrictions   regarding   the  manner  of  sale,   notice
requirements,  and the availability of current public  information  about Garner
Investments.  The volume  limitations  generally  permit an  affiliate  to sell,
within  any three  month  period,  a number of shares  that does not  exceed the
greater of one percent of the outstanding  shares of common stock or the average
weekly  trading  volume  during the four  calendar  weeks  preceding his sale. A
person who ceases to be an affiliate  at least three  months  before the sale of
restricted  securities  beneficially  owned  for at least two years may sell the
restricted  securities  under  Rule 144  without  regard  to any of the Rule 144
limitations.

Recent Sales of Unregistered Securities

During the year ended  December 31, 2008,  the Company did not make any sales of
its unregistered securities.

                                       18
<PAGE>





Issuer Purchases of Equity Securities

Garner  Investments,  Inc.  did not  repurchase  any shares of its common  stock
during the quarter ended December 31, 2008.

ITEM 6.  SELECTED FINANCIAL DATA

Not applicable.


ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


PLAN OF OPERATIONS

We had we had no  revenues  during the year ended  December  31,  2008.  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 year ended  December 31,  2008,  our  operations  were focused on the
filing  of our  Registration  Statement  on Form  S-1,  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.

In addition, the United States and the global business community is experiencing
severe  instability in the commercial  and investment  banking  systems which is
likely to continue to have far-reaching  effects on the economic activity in the
country for an indeterminable  period. The long-term impact on the United States
economy and the  Company's  operating  activities  and ability to raise  capital
cannot be predicted at this time, but may be substantial.

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements as of December 31, 2008,  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.

                                       19
<PAGE>




RESULTS OF OPERATIONS

For the Year Ended  December  31, 2008  Compared to the Year Ended  December 31,
2007

During the years ended December 31, 2008 and 2007,  Garner  Investments  did not
have revenues.

During the year ended  December  31,  2008,  the  Company  incurred  operational
expenses of $22,461  compared to $0 for the year ended  December 31,  2008.  The
increase  of $22,461  was a result of the  Company's  efforts to meet its public
reporting requirements.

During the year ended  December 31, 2008,  the Company  recognized a net loss of
$22,461. During the year ended December 31, 2007, the Company neither recognized
a net loss or net income.  The resulting  $22,461 net loss during the year ended
December 31, 2008, was a result of the operational  expenses incurred in meeting
the Company's public reporting requirements.

LIQUIDITY

The  Company  has no cash or other  liquid  assets at  December  31, 2008 and at
December 31, 2007. The Company will be reliant upon shareholder loans or private
placements  of equity to fund any kind of  operations.  Garner  Investments  has
secured no sources of loans or private placements, at this time. Due to its lack
of funds, the Company did not have any cash flows during the year ended December
31, 2008 or during the year ended December 31, 2007.

During the year ended  December 31, 2008, the Company used cash of $5,740 in its
operations.  During the year ended  December  31, 2008,  the Company  incurred a
$16,721 increase in its accounts payable.

During the year ended  December 31, 2008, a shareholder  of the Company paid the
Company's  outstanding audit fees of $5,740. The Company has treated the payment
as a capital contribution and credited Additional Paid In Capital for $5,740.


Short Term.

On a short-term  basis,  Garner  Investments  has not  generated  any revenue or
revenues  sufficient to cover  operations.  Based on prior history,  the Company
will  continue to have  insufficient  revenue to satisfy  current and  recurring
liabilities  as it continues  exploration  activities.  For short term needs the
Company will be dependent on receipt, if any, of offering proceeds.

Garner  Investments  assets consist of a farmout  agreement  valued at $3,500 at
December 31, 2008. The Company's  total  liabilities are $16,721 at December 31,
2008.

Capital Resources

The Company has only common stock as its capital resource.

Garner Investments has 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.

                                       20
<PAGE>




Need for Additional Financing

Garner  Investments does not have capital sufficient to meet its cash needs. The
Company will have to seek loans or equity  placements  to cover such cash needs.
Once  exploration  commences,  its needs for  additional  financing is likely to
increase substantially.

No  commitments  to provide  additional  funds  have been made by the  Company's
management or other  stockholders.  Accordingly,  there can be no assurance that
any  additional  funds will be  available to Garner  Investments  to allow it to
cover the Company's expenses as they may be incurred.

The Company  will need  substantial  additional  capital to support its proposed
future energy operations. Garner Investments has no revenues. The Company has no
committed source for any funds as of the date hereof.  No representation is made
that any funds will be  available  when  needed.  In the event  funds  cannot be
raised when needed, Garner Investments may not be able to carry out its 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.  The Company
may, in any particular case, decide to participate or decline participation.  If
participating,  Garner  Investments may pay its proportionate  share of costs to
maintain  the  Company's  proportionate  interest  through  cash flow or debt or
equity  financing.  If  participation  is  declined,  the  Company  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.

Limited Financing.

There is no assurance that Garner  Investments will achieve additional monies or
financing will be available in the future or, if available, will be at favorable
terms. In the event that Garner Investments is unable to raise funds through the
sale of its shares,  the Company will have substantially less funds available to
engage in the oil and gas exploration business,  and it will limit the Company's
business to lease acquisitions, and joint venture syndication for drilling.

The Company may borrow money to finance its future operations,  although it does
not currently contemplate doing so. Any such borrowing will increase the risk of
loss to the investor in the event it is unsuccessful in repaying such loans.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Garner Investments operations do not employ financial instruments or derivatives
which are market  sensitive.  Short term funds are held in non-interest  bearing
accounts  and funds  held for longer  periods  are  placed in  interest  bearing
accounts.  Large  amounts of funds,  if  available,  will be  distributed  among
multiple  financial  institutions  to reduce risk of loss.  The  Company's  cash
holdings do not generate interest income.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The audited financial statements of Garner Investments,  Inc. for the year ended
December 31, 2008,  period from February 13, 1997  (inception)  through December
31, 2008, and period from February 13, 1997 through December 31, 2007, appear as
pages F-1 through F-9.

                                       21
<PAGE>





ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

Not applicable.


ITEM 9A. CONTROLS AND PROCEDURES


The Company  maintains a system of disclosure  controls and procedures  that are
designed for the purposes of ensuring that information  required to be disclosed
in the Company's SEC reports is recorded,  processed,  summarized,  and reported
within the time  periods  specified  in the SEC rules and  forms,  and that such
information  is  accumulated  and  communicated  to  the  Company's  management,
including the Chief Executive  Officer as appropriate to allow timely  decisions
regarding required disclosure.

Management,  after  evaluating  the  effectiveness  of the Company's  disclosure
controls  and  procedures  as  defined in  Exchange  Act Rules  13a-14(c)  as of
December 31, 2008 (the  "Evaluation  Date")  concluded that as of the Evaluation
Date, the Company's  disclosure controls and procedures were effective to ensure
that material information relating to the Company would be made known to them by
individuals within those entities,  particularly during the period in which this
annual report was being prepared and that  information  required to be disclosed
in the Company's SEC reports is recorded,  processed,  summarized,  and reported
within the time periods specified in the SEC's rules and forms.

ITEM 9A(T). CONTROLS AND PROCEDURES

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Garner  Investment's  management is responsible for establishing and maintaining
adequate internal control over financial reporting for the company in accordance
with as defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange Act. The
Company's  internal  control  over  financial  reporting  is designed to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
generally accepted  accounting  principles.  The Company's internal control over
financial reporting includes those policies and procedures that:

(1)      pertain to the  maintenance  of records  that,  in reasonable  detail,
         accurately  and fairly  reflect the  transactions  and  dispositions of
         the Company's assets;

(2)      provide   reasonable   assurance  that  transactions  are  recorded  as
         necessary to permit  preparation of financial  statements in accordance
         with generally accepted accounting  principles,  and that the Company's
         receipts  and  expenditures  are  being  made only in  accordance  with
         authorizations of Garner Investment's management and directors; and

(3)      provide reasonable  assurance regarding  prevention or timely detection
         of unauthorized acquisition, use or disposition of the Company's assets
         that could have a material effect on Garner Investments, Inc. financial
         statements.

                                       22
<PAGE>





Management's  assessment  of  the  effectiveness  of the  registrant's  internal
control over financial  reporting is as of the year ended December 31, 2008. The
Company  believes that internal  control over financial  reporting is effective.
The Company has not identified any current material  weaknesses  considering the
nature and extent of its current operations and any risks or errors in financial
reporting under current operations.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

This  annual  report  does not include an  attestation  report of the  Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this annual report.

There was no change in the Company's  internal control over financial  reporting
that  occurred  during the fiscal  quarter  ended  December 31,  2008,  that has
materially affected,  or is reasonably likely to materially affect, its internal
control over financial reporting.

ITEM 9B.  OTHER INFORMATION

Not applicable.


                                    PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth  information as to persons who currently serve as
Garner Investments,  Inc. directors or executive officers,  including their ages
as of December 31, 2008.

           Name                        Age                      Position
---------------------------- ------------------------- -------------------------
Roy C. Smith                            53             President and Director
Michael R. Butler                       55             Secretary/Treasurer and
Z.S. Merritt                            81             Director

Garner  Investments  officers are elected by the board of directors at the first
meeting after each annual meeting of Garner  Investments  shareholders  and hold
office  until their  successors  are duly  elected and  qualified  under  Garner
Investments bylaws.

The  directors  named above will serve  until the next annual  meeting of Garner
Investments  stockholders.  Thereafter,  directors  will be elected for one-year
terms at the annual stockholders' meeting. Officers will hold their positions at
the pleasure of the board of directors absent any employment agreement. There is
no  arrangement  or  understanding  between the directors and officers of Garner
Investments  and any other person  pursuant to which any director or officer was
or is to be selected as a director or officer.

The  Company's  officers  are  spending  up  to  5  hours  per  week  on  Garner
Investment's business at this time.

                                       23

<PAGE>



Biographical Information

ROY C. SMITH,  age 53, has been President and a Director of Garner  Investments,
Inc.  since  2006.  Mr.  Smith  attended  the  University  of Wyoming and Casper
College.  He earned an A.S.S.  in Marketing.  He began his career in the Oil and
Gas business with his father  Charles B. Smith in Gillette,  Wyoming.  From 1978
until present he has been a self-employed independent Landman.

MICHAEL R.  BUTLER,  age 55, is  Secretary/Treasurer  and a  Director  of Garner
Investments,  Inc.  Mr.  Butler was  employed  for 19 years by Amoco  Production
Company,  an oil and gas producing company operating in the state of Wyoming. In
1997 and 1998,  Mr.  Butler has owned and operated a farm/ranch  west of Casper,
Wyoming.  Mr.  Butler  has been  trained  in and has  experience  in  waterflood
injection,   oil  and  gas  producing  operations,   maintenance,   and  wetland
development.  Mr. Butler is a Director of Hindsight, Inc. dba Oil City Printers,
a commercial  printing  business  (since  1988).  Mr.  Butler was a Director and
Secretary/Treasurer of The Art Boutique, Inc. (1996 to 2003), Phillips 44, Inc.,
(1998 - 2001) and Tempus, Inc. (1997 - 2000).

Z.S.  MERRITT,  age 81 is a Director of Garner  Investments,  Inc.  Mr.  Merritt
attended the University of Wyoming as a Geology  Major.  He received a BS Degree
in 1954 and an MA Degree  in 1958.  From 1978 to 1994 Mr.  Merritt  worked  with
Viable  Resources,  Inc. as an Exploration  Manager,  Officer and Director.  Mr.
Merritt  has been an  independent  consulting  Geologist  and Landman in Wyoming
since 1994.

Annual Meeting

The annual meeting of Garner Investments  stockholders is expected to be held at
a future  date as soon as  practicable  after the  filing  of this  registration
statement.  This will be an annual meeting of  stockholders  for the election of
directors.  The annual meeting will be held at the Garner Investments' principal
office or at such other place as  permitted  by the laws of the State of Wyoming
and on such  date as may be fixed  from  time to time by  resolution  of  Garner
Investments board of directors.

Committees of the Board of Directors

Garner Investments is managed under the direction of its board of directors.

         Executive Committee

         Garner Investments does not have an executive committee, at this time.

         Audit Committee

         Garner Investments does not have an audit committee at this time.

Previous "Blank Check" or "Shell" Company Involvement

Management  of Garner  Investments,  Inc. has not been involved in prior private
"blank-check" or "shell" companies.

Conflicts of Interest - General.

The Company's  directors and officers  are, or may become,  in their  individual
capacities,  officers,  directors,  controlling  shareholder  and/or partners of
other entities  engaged in a variety of businesses.  Thus, there exist potential
conflicts  of  interest  including,   among  other  things,  time,  efforts  and
corporation  opportunity,  involved in  participation  with such other  business
entities.  While each officer and director of the Company's  business is engaged
in business  activities outside of its business,  the amount of time they devote
to Garner Investments business will be up to approximately 5 hours per week.

                                       24
<PAGE>





Conflicts of Interest - Corporate Opportunities

Presently no requirement  contained in the Company's  Articles of Incorporation,
Bylaws,  or minutes  which  requires  officers and  directors  of the  Company's
business to disclose to Garner Investments business  opportunities which come to
their  attention.  The  Company's  officers and directors  do,  however,  have a
fiduciary  duty of loyalty to Garner  Investments to disclose to it any business
opportunities  which come to their  attention,  in their  capacity as an officer
and/or  director or otherwise.  Excluded  from this duty would be  opportunities
which the person learns about through his involvement as an officer and director
of another company. The Company has no intention of merging with or acquiring an
affiliate,  associate  person or business  opportunity from any affiliate or any
client of any such person.

ITEM 11.  EXECUTIVE COMPENSATION

The  following  table sets forth the  compensation  paid to  officers  and board
members  during the fiscal years ended  December 31,  2008,  2007 and 2006.  The
table sets forth  this  information  for  Garner  Investments,  Inc.,  including
salary,  bonus,  and certain other  compensation  to the Board members and named
executive  officers  for the past  three  fiscal  years and  includes  all Board
Members and Officers as of December 31, 2008.


<TABLE>
<CAPTION>
<S>                                                                                          <C>           <C>

                      SUMMARY EXECUTIVES COMPENSATION TABLE

-------------------- -------- -------- ------- -------- -------- ------------ -------------- ------------- --------
                                                                 Non-equity   Non-qualified
                                                                  incentive     deferred
                                               Stock    Option      plan      compensation    All other
                              Salary   Bonus   awards   awards   compensation   earnings     compensation   Total
Name & Position      Year       ($)     ($)      ($)    ($)          ($)           ($)           ($)         ($)
-------------------- -------- -------- ------- -------- -------- ------------ -------------- ------------- --------

-------------------- -------- -------- ------- -------- -------- ------------ -------------- ------------- --------
Roy C. Smith,        2008        0       0        0     0             0             0             0           0
President            2007        0       0        0     0             0             0             0           0
                     2006        0       0        0     0             0             0             0           0
-------------------- -------- -------- ------- -------- -------- ------------ -------------- ------------- --------

-------------------- -------- -------- ------- -------- -------- ------------ -------------- ------------- --------
Michael R. Butler,   2008        0       0        0     0             0             0             0           0
-------------------- -------- -------- ------- -------- -------- ------------ -------------- ------------- --------

-------------------- -------- -------- ------- -------- -------- ------------ -------------- ------------- --------
</TABLE>

                                       25

<PAGE>



                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table sets forth certain information concerning outstanding equity
awards held by the President and the Company's most highly compensated executive
officers  for the fiscal year ended  December  31,  2008 (the  "Named  Executive
Officers"):

<TABLE>
<CAPTION>
<S>                                                                         <C>      <C>      <C>        <C>

------------- ------------------------------------------------------------- ---------------------------------------
                           Option Awards Stock awards
------------- ------------------------------------------------------------- ---------------------------------------
                                                                                                         Equity
                                                                                                         incentive
                                            Equity                                                       plan
                                          incentive                                           Equity     awards:
                                             plan                                             incentive  Market
                                           awards:                                            plan       or
               Number of    Number of     Number of                         Number   Market   awards:    payout
              securities    securities    securities                        of       value    Number     value of
              underlying    underlying    underlying                        shares   of       of         unearned
              unexercised  unexercised   unexercised   Option   Option      or       shares   unearned   shares,
                options    options (#)     unearned    exercise expiration  units    of       shares,    units or
    Name          (#)      unexercisable   options      price      date     of       units    units or   others
              exercisable                    (#)         ($)                stock    of       other      rights
                                                                            that     stock    rights     that
                                                                            have     that     that       have not
                                                                            not      have     have not    vested
                                                                            vested   not      vested        ($)
                                                                              (#)    vested      (#)
                                                                                       ($)
------------- ------------ ------------- ------------- -------- ----------- -------- -------- ---------- ----------

------------- ------------ ------------- ------------- -------- ----------- -------- -------- ---------- ----------
Roy C.             0            0             0           0         0          0        0         0          0
------------- ------------ ------------- ------------- -------- ----------- -------- -------- ---------- ----------

------------- ------------ ------------- ------------- -------- ----------- -------- -------- ---------- ----------
Michael R.         0            0             0           0         0          0        0         0          0
------------- ------------ ------------- ------------- -------- ----------- -------- -------- ---------- ----------

------------- ------------ ------------- ------------- -------- ----------- -------- -------- ---------- ----------
</TABLE>


                    OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

Garner Investments does not have a stock option plan as of the date of this Form
10K.  There was no grant of stock  options to the Chief  Executive  Officer  and
other named executive officers during the fiscal year ended December 31, 2008.

Employment  Agreements  and  Termination  of  Employment  and  Change-In-Control
Arrangements

None  of the  Company's  officers,  directors,  advisors,  or key  employees  is
currently party to employment  agreements  with the Company.  The Company has no
pension,  health, annuity,  bonus,  insurance,  stock options, profit sharing or
similar benefit plans;  however, the Company may adopt such plans in the future.
There are presently no personal benefits available for directors,  officers,  or
employees of the Company.

Compensation Committee Interlocks and Insider Participation

The  Garner  Investments  board  of  directors  in  its  entirety  acts  as  the
compensation  committee  for the  Company.  Mr.  Smith is the  President,  Chief
Executive Officer and a Director of the Company.


                                       26


<PAGE>





                              Director Compensation

The Company does not pay any Directors fees for meeting attendance.

The following table sets forth certain information concerning  compensation paid
to the Company's directors during the year ended December 31, 2008:

<TABLE>
<CAPTION>
<S>                                                                <C>              <C>             <C>

-------------- ----------- ----------- ----------- --------------- ---------------- --------------- ---------
                                                                    Non-qualified
                                                     Non-equity       deferred
               Fees                                  incentive      compensation      All other
               earned or   Stock       Option           plan          earnings       compensation    Total
    Name       paid in     awards ($)  awards ($)   compensation         ($)             ($)          ($)
               cash                                     ($)
                  ($)
-------------- ----------- ----------- ----------- --------------- ---------------- --------------- ---------

-------------- ----------- ----------- ----------- --------------- ---------------- --------------- ---------
Roy C. Smith     $ -0-       $ -0-       $ -0-         $ -0-            $ -0-           $ -0-        $ -0-
-------------- ----------- ----------- ----------- --------------- ---------------- --------------- ---------

-------------- ----------- ----------- ----------- --------------- ---------------- --------------- ---------
Michael R.       $ -0-       $ -0-       $ -0-         $ -0-            $ -0-           $ -0-        $ -0-
-------------- ----------- ----------- ----------- --------------- ---------------- --------------- ---------

-------------- ----------- ----------- ----------- --------------- ---------------- --------------- ---------
Z.S. Merritt     $ -0-       $ -0-        $-0-         $ -0-            $-0-            $ -0-        $ -0-
-------------- ----------- ----------- ----------- --------------- ---------------- --------------- ---------
</TABLE>

All of the Company's  officers  and/or  directors  will continue to be active in
other  companies.  All officers and directors have retained the right to conduct
their own independent business interests.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Garner  Investments  officers and directors are  indemnified  as provided by the
Wyoming Revised Statutes and the bylaws.

Under the Wyoming  Revised  Statutes,  director  immunity  from  liability  to a
company or its  shareholders  for  monetary  liabilities  applies  automatically
unless it is specifically limited by a company's Articles of Incorporation.  The
Company's  Articles of Incorporation  do not  specifically  limit the directors'
immunity.  Excepted from that immunity are: (a) a willful failure to deal fairly
with Garner Investments or its shareholders in connection with a matter in which
the  director has a material  conflict of interest;  (b) a violation of criminal
law, unless the director had reasonable cause to believe that his or her conduct
was  lawful  or no  reasonable  cause to  believe  that his or her  conduct  was
unlawful; (c) a transaction from which the director derived an improper personal
profit; and (d) willful misconduct.

The Company's bylaws provide that it will indemnify the directors to the fullest
extent not prohibited by Wyoming law; provided,  however, that it may modify the
extent of such  indemnification  by individual  contracts with the directors and
officers;  and,  provided,  further,  that the Company  shall not be required to
indemnify any director or officer in  connection  with any  proceeding,  or part
thereof, initiated by such person unless such indemnification:  (a) is expressly
required to be made by law, (b) the  proceeding  was  authorized by the board of
directors,  (c) is provided by the Company, in sole discretion,  pursuant to the
powers  vested under  Wyoming law or (d) is required to be made  pursuant to the
bylaws.

                                       27
<PAGE>


The Company's  bylaws provide that it will advance to any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  by reason of the fact that he is or was a director or officer of
the  Company,  or is or was  serving at the request of Garner  Investments  as a
director or executive  officer of another company,  partnership,  joint venture,
trust or other  enterprise,  prior to the final  disposition of the  proceeding,
promptly following request  therefore,  all expenses incurred by any director or
officer in connection  with such proceeding upon receipt of an undertaking by or
on  behalf of such  person  to repay  said  amounts  if it should be  determined
ultimately  that such person is not entitled to be indemnified  under the bylaws
or otherwise.

The Company's bylaws provide that no advance shall be made by Garner Investments
to an  officer  except by reason  of the fact  that such  officer  is or was the
Company's director in which event this paragraph shall not apply, in any action,
suit or proceeding, whether civil, criminal, administrative or investigative, if
a  determination  is reasonably and promptly made: (a) by the board of directors
by a majority  vote of a quorum  consisting of directors who were not parties to
the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable,
a quorum of disinterested  directors so directs, by independent legal counsel in
a written opinion, that the facts known to the decision-making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner  that such  person did not believe to be in or
not opposed to the best interests of Garner Investments, Inc.

                      EQUITY COMPENSATION PLAN INFORMATION

The Company has not established an equity  compensation  plan or Incentive Stock
Option Plan.



ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.


The  following  table  sets forth  information  with  respect to the  beneficial
ownership of Garner Investments, Inc. outstanding common stock by:

o    each person who is known by Garner  Investments to be the beneficial  owner
     of five percent (5%) or more of Garner Investments common stock;

o    Garner Investments chief executive officer,  its other executive  officers,
     and  each  director  as  identified   in  the   "Management   --  Executive
     Compensation" section; and

o    all of the Company's directors and executive officers as a group.

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to securities.  Shares of common stock and options,  warrants
and convertible  securities that are currently exercisable or convertible within
60 days of the date of this document  into shares of the Company's  common stock
are deemed to be outstanding and to be beneficially  owned by the person holding
the options, warrants or convertible securities for the purpose of computing the
percentage  ownership of the person,  but are not treated as outstanding for the
purpose of computing the percentage ownership of any other person.


                                       28
<PAGE>



The  information  below is based on the number of shares of Garner  Investments,
Inc. common stock that Garner  Investments  believes was  beneficially  owned by
each person or entity as of December 31, 2008.

<TABLE>
<CAPTION>
<S>                                                                 <C>

  Title of Class        Name and Address of     Amount and Nature    Percent of Class
                         Beneficial Owner         of Beneficial             (1)
                                                      Owner*
-------------------- -------------------------- ------------------- --------------------
Common shares        Roy C. Smith                           50,000                 1.1%
                     President and Director
                     P.O. Box 3574
                     Casper, WY  82602
Common shares        Michael R. Butler                     140,000                 3.2%
                     Secretary, Treasurer &
                     Director
                     13750 Bessemer Bend Rd.
                     Alcova Route
                     Casper, WY  82604
Common shares        Z.S. Merritt                           10,750                  .3%
Common shares        Sharon K. Fowler                    3,680,000                85.5%
                     (includes Robert G.

-------------------- -------------------------- ------------------- --------------------
Common shares        All Directors and
                     Executive Officers as a               200,750                 4.7%
                     Group (3 persons)
                                                ------------------- --------------------
</TABLE>

(1)  At December 31, 2008, the Company had 4,280,000  shares of its common stock
     issued and outstanding.

Rule 13d-3 under the Securities  Exchange Act of 1934 governs the  determination
of  beneficial  ownership of  securities.  That rule  provides that a beneficial
owner of a security includes any person who directly or indirectly has or shares
voting power and/or  investment power with respect to such security.  Rule 13d-3
also provides that a beneficial owner of a security  includes any person who has
the right to acquire  beneficial  ownership of such security  within sixty days,
including  through  the  exercise  of any  option,  warrant or  conversion  of a
security.  Any  securities  not  outstanding  which are subject to such options,
warrants or conversion  privileges are deemed to be outstanding  for the purpose
of computing the percentage of outstanding securities of the class owned by such
person.  Those  securities are not deemed to be  outstanding  for the purpose of
computing the  percentage  of the class owned by any other  person.  Included in
this table are only those derivative securities with exercise prices that Garner
Investments believes have a reasonable likelihood of being "in the money" within
the next sixty days.

                                       29

<PAGE>



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than the stock  transactions  discussed below, the Company has not entered
into any transaction nor is there any proposed  transactions in which any of the
founders,  directors,  executive  officers,  shareholders  or any members of the
immediate  family of any of the foregoing had or is to have a direct or indirect
material interest.

Sharon K.  Fowler,  founder  and  shareholder  granted a farmout of the lease in
Section 16, T38N, R81W in Natrona County,  Wyoming, to the Company for 3,500,000
shares issued in August 2006.

There are no promoters  being used in relation to this  offering.  No person who
may, in the future,  be considered a promoter of this offering,  will receive or
expect to receive assets,  services or other considerations from the Company. No
assets will be, nor  expected  to be,  acquired  from any  promoter on behalf of
Garner Investments.  Garner Investments has not entered into any agreements that
require disclosure to the shareholders.

During the year ended  December 31, 2008, a majority  shareholder of the Company
paid the Company's outstanding audit fees of $5,740. The Company has treated the
payment as a capital  contribution  and credited  Additional Paid In Capital for
$5,740.

                                       30

<PAGE>



ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

GENERAL.  Larry O'Donnell,  CPA, P.C.  ("O'Donnell") is the Company's  principal
auditing  accountant  firm.  The  Company's  Board of Directors  has  considered
whether  the  provisions  of  audit  services  is  compatible  with  maintaining
O'Donnell's independence.

The  following  table  represents  aggregate  fees billed to the Company for the
years ended  December 31, 2008 and December  31, 2007 by Larry  O'Donnell,  CPA,
P.C.

<TABLE>
<CAPTION>
<S>                                                                              <C>

                                                                 Year Ended December 31,
                                                          2008                              2007
                                              -----------------------------      ----------------------------
Audit Fees                                              $5,740 *                             $0

Audit-related Fees                                         $0                                $0

Tax Fees                                                   $0                                $0

All Other Fees                                             $0                                $0

                                              -----------------------------      ----------------------------
Total Fees                                               $5,740                              $0
</TABLE>


All audit work was performed by the auditors' full time employees.

* During the year ended  December 31,  2008,  the  majority  shareholder  of the
Company paid the  Company's  outstanding  audit fees of $5,740.  The Company has
treated the payment as a capital  contribution  and credited  Additional Paid In
Capital for $5,740.

                                       31

<PAGE>



                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The  following  is a complete  list of exhibits  filed as part of this Form 10K.
Exhibit  number  corresponds  to the numbers in the Exhibit table of Item 601 of
Regulation S-K.


(a)     Audited financial statements for years ended December 31, 2008 and 2007


(b)     Exhibit No.               Description
        -----------               -----------
        3.1            Articles of Incorporation of Garner Investments, Inc.

        3.2            Bylaws of Garner Investments, Inc. (1)

        10.1           Farmout Agreement (2)

        10.2           Extension to Farmout Agreement (2)

31.1 Certification  of Chief  Executive  Officer  pursuant to Section 302 of the
     Sarbanes-Oxley Act*

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the

32.1 Certification of Principal Executive Officer pursuant to Section 906 of the

32.2 Certification of Principal Financial Officer pursuant to Section 906 of the


(1)  Incorporated by reference from the exhibits  included in the Company's SB-2
Registration  Statement  filed  with  the  Securities  and  Exchange  Commission
(www.sec.gov),  dated November 13, 2007. A copy can be provided by mail, free of
charge, by sending a written request to Garner Investments, Inc., P.O. Box 3412,
Casper, Wyoming, 82602.

(2) Incorporated by reference from the exhibits included in the Company's second
Amended  Registration  Statement  filed on Form  S-1/A with the  Securities  and
Exchange Commission (www.sec.gov),  dated April 23, 2008. A copy can be provided
by mail,  free of charge,  by sending a written  request to Garner  Investments,
Inc., P.O. Box 3412, Casper, Wyoming, 82602.

*Filed herewith.

                                       32

<PAGE>



                            GARNER INVESTMENTS, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                    YEAR ENDED DECEMBER 31, 2008, PERIOD FROM
          FEBRUARY 13, 1997 (INCEPTION) THROUGH DECEMBER 31, 2008, AND
            PERIOD FROM FEBRUARY 13, 19997 THROUGH DECEMBER 31, 2007

                                     AUDITED

<PAGE>
Larry O'Donnell, CPA, P.C.
Telephone (303) 745-4545                                2228 South Fraser Street
Fax (303) 369-9384                                      Unit I
Email larryodonnellcpa@msn.com                          Aurora, Colorado 80014
www.larryodonnellcpa.com




                          INDEPENDENT AUDITOR'S REPORT
Board of Directors
Garner Investments, Inc.

I have audited the accompanying balance sheets of Garner Investments, Inc. as of
December  31,  2008  and  2007,  and  the  related   statements  of  operations,
stockholders'  equity(deficit)  and cash  flows for each of the years then ended
and for the period from inception  February 13, 1997 to December 31, 2008. These
financial  statements are the  responsibility  of the Company's  management.  My
responsibility  is to express an opinion on these financial  statements based on
my audits.

I  conducted  my audits in  accordance  with  standards  of the  Public  Company
Accounting Oversight Board (United States).  Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.  I believe that my audits provide a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the financial  position of Garner  Investments,  Inc. as of
December 31, 2008 and 2007, and the results of its operations and cash flows for
the two fiscal years then ended and for the period from  inception  February 13,
1997 to December 31, 2008,  in conformity  with  generally  accepted  accounting
principles in the United States of America.


/s/Larry O'Donnell
-------------------------
Larry O'Donnell, CPA, P.C.
March 24, 2009
                                       F-1

<PAGE>
<TABLE>
<CAPTION>


                            GARNER INVESTMENTS, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS

<S>                                                                       <C>               <C>

                                                                            December 31,      December 31,
                                                                               2008              2007
                                                                          ---------------   ---------------

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                                                 $ 16,721               $ -
                                                                          ---------------   ---------------
        Total Current Liabilities                                                 16,721                 -

Stockholders' (Deficit) Equity
        Common stock, $0.001 par value; 50,000,000 shares
          authorized, 4,280,000 shares issued and outstanding
          at December 31, 2008 and 2007, respectively                              4,280             4,280
        Additional paid-in capital                                                 7,210             1,470
        Deficit accumulated during the development stage                         (24,711)           (2,250)
                                                                          ---------------   ---------------
               Total Stockholders' (Deficit) Equity                              (13,221)            3,500
                                                                          ---------------   ---------------
Total liabilities and stockholders' (deficit) equity                             $ 3,500           $ 3,500
                                                                          ===============   ===============

See the notes to these financial statements.

                                      F-2

</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                            GARNER INVESTMENTS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
<S>                                                 <C>                 <C>                  <C>


                                                             For the Year Ended                 February 13, 1997
                                                                December 31,                    (Inception) to
                                                          2008                2007              December 31, 2008
                                                    -----------------   -----------------    ------------------------
Revenue:                                                         $ -                 $ -                         $ -
                                                    -----------------   -----------------    ------------------------
Operational expenses:
         Office expenses                                      16,721                   -                      17,386
         Filing fees                                               -                   -                          85
         Audit fees                                            5,740                   -                       7,240



                 Total operational expenses                   22,461                   -                      24,711
                                                    -----------------   -----------------    ------------------------
Net loss                                                   $ (22,461)                $ -                   $ (24,711)
                                                    =================   =================    ========================
Per share information

Net loss per common share
         Basic                                      $                 * $                 *
         Fully diluted                                                 *                   *
                                                    =================   =================
Weighted average number of common
         stock outstanding                                 4,280,000             780,000
                                                    =================   =================
         * Less than $(0.01) per share.


See the notes to these financial statements.

                                      F-3
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                            GARNER INVESTMENTS, INC.
                          (A Development Stage Company)
       STATEMENT OF STOCKHOLDER'S (DEFICIT) EQUITY From February 13, 1997
                      (Inception) through December 31, 2008
<S>                                       <C>                <C>           <C>            <C>             <C>

                                                                                           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)
                                          ================   ===========   ============   =============   =============

See the notes to these financial statements.

                                      F-4
</TABLE>



<PAGE>
<TABLE>
<CAPTION>


                            GARNER INVESTMENTS, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
<S>                                                                <C>                <C>               <C>


                                                                                                         February 13, 1997
                                                                          For the Year Ended              (Inception) to
                                                                      December 31,                         December 31,
                                                                        2008               2007                2008
                                                                   ---------------    ---------------   --------------------
Cash Flows from Operating Activities:
        Net Loss                                                        $ (22,461)               $ -              $ (24,711)

Adjustments to reconcile net loss to net cash used
 in operating activities:
        Increase in accounts payable                                       16,721                  -                 16,721
                                                                   ---------------    ---------------   --------------------
Net Cash Used by Operating Activities                                      (5,740)                 -                 (7,990)
                                                                   ---------------    ---------------   --------------------
Net Cash Used in Investing Activities                                           -                  -                      -
                                                                   ---------------    ---------------   --------------------
Cash Flows from Financing Activities:
        Shareholder payment of accounts payable                             5,740                  -                  5,740
        Proceeds from stock issuance, net of
           issuance costs                                                       -                  -                  2,250
                                                                   ---------------    ---------------   ------------------
Net Cash Provided by Financing Activities                                   5,740                  -                  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.


</TABLE>
                                   F-5



                            GARNER INVESTMENTS, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                  For the Year Ended December 31, 2008 and 2007

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.

The  Company is  engaged  in the  acquisition,  exploration,  and if  warranted,
development of natural resource properties and prospects located in the state of
Wyoming and may  participate  in oil and gas prospects  located in the states of
Wyoming,  Kansas, New Mexico, Texas,  Oklahoma and Colorado.  The Company's main
emphasis will be to acquire,  either by lease, farmout, or purchase, an interest
in oil or gas prospects or properties  for  exploration,  when  available,  with
third parties.

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",  as set forth in Statement of Financial  Accounting
Standards No. 7 ("SFAS").  Among the disclosures required by SFAS No. 7 are that
the Company's financial statements of operations,  stockholders' equity and cash
flows disclose activity since the date of the Company's inception.

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.

                                      F-6
<PAGE>





Revenue Recognition

The Company  recognizes  revenue when it is earned and  expenses are  recognized
when they occur.

Loss Per Share

SFAS No.  128,  Earnings  per Share,  requires  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.

Significant Accounting Pronouncements

 In December  2007, the Financial  Accounting  Standards  Board ("FASB")  issued
Statement of  Accounting  Standards  ("SFAS") No. 141 (Revised  2007),  Business
Combinations,  or SFAS No. 141R.  SFAS No. 141R will change the  accounting  for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning  on  or  after  December  15,  2008.
Accordingly,  any  business  combinations  we  engage  in will be  recorded  and
disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R
will have an impact on accounting for business combinations once adopted but the
effect is dependent upon  acquisitions  at that time. We are still assessing the
impact of this pronouncement.

In December  2007,  the FASB issued SFAS No. 160,  "Noncontrolling  Interests in
Consolidated Financial Statements--An Amendment of ARB No. 51, or SFAS No. 160".
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We believe that SFAS 160 should not have a material impact on
our financial position or results of operations.

In  April  2008,  the  FASB  issued  FASB  Staff  Position  ("FSP")  FAS  142-3,
"Determination of the Useful Life of Intangible  Assets" ("FSP FAS 142-3").  FSP
FAS 142-3 amends the factors that should be considered in developing  renewal or
extension  assumptions  used  to  determine  the  useful  life  of a  recognized
intangible  asset under FASB Statement No. 142,  "Goodwill and Other  Intangible
Assets".  FSP  FAS  142-3  also  requires  expanded  disclosure  related  to the
determination  of intangible  asset useful lives. FSP FAS 142-3 is effective for
financial  statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those fiscal years.  The Company does not expect that
the  adoption of FSP FAS 142-3 will have a material  effect on its  consolidated
results of operations or financial condition.

                                      F-7
<PAGE>




In May 2008, the FASB issued FSP No. APB 14-1  "Accounting for Convertible  Debt
Instruments That May Be Settled in Cash upon Conversion  (Including Partial Cash
Settlement)"  (FSP APB  14-1).  FSP APB 14-1  requires  the  issuer  of  certain
convertible  debt  instruments  that may be settled in cash (or other assets) on
conversion to separately account for the liability (debt) and equity (conversion
option)  components  of the  instrument  in a manner that  reflects the issuer's
non-convertible  debt borrowing rate. FSP APB 14-1 is effective for fiscal years
beginning after December 15, 2008 on a retroactive  basis and will be adopted by
the Company in the first quarter of fiscal 2009. The Company does not expect the
adoption of FSP APB 14-1 to have a material  effect on its results of operations
and financial condition.

In June  2008,  the  FASB  issued  FASB  Staff  Position  ("FSP")  EITF  03-6-1,
"Determining Whether Instruments Granted in Share-Based Payment Transactions are
Participating  Securities." This FSP provides that unvested  share-based payment
awards that contain  nonforfeitable  rights to dividends or dividend equivalents
(whether paid or unpaid) are  participating  securities and shall be included in
the computation of earnings per share pursuant to the two-class method.  The FSP
is effective for financial  statements  issued for fiscal years  beginning after
December 15, 2008, and interim periods within those fiscal years. Upon adoption,
companies  are  required  to  retrospectively  adjust  earnings  per share  data
(including  any amounts  related to interim  periods,  summaries of earnings and
selected  financial data) to conform to provisions of this FSP. The Company does
not  anticipate  the adoption of FSP EITF 03-6-1 will have a material  impact on
its results of operations, cash flows or financial condition.

There were various other accounting standards and interpretations issued in 2008
and 2007,  none of which are expected to have a material impact on the Company's
financial position, operations or cash flows.

NOTE 2 - GOING CONCERN AND MANAGEMENTS' PLAN

The Company's  financial  statements  for the year ended  December 31, 2008 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 a net loss of $22,461 for the year ended December
31 2008, and an accumulated  deficit during the development  stage of $24,711 as
of December 31, 2008.  At December 31, 2008,  the Company had a working  capital
deficit of $16,721 and the Company had no revenues  from its  activities  during
the year ended December 31, 2008.

The  Company's  ability to continue as a going  concern may be  dependent on the
success of management's  plan discussed below.  The financial  statements do not
include any adjustments  relating to the  recoverability  and  classification of
assets or the amounts and  classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.

During the 2009  fiscal  year,  the Company  intends to continue  its efforts to
acquire,  either by lease,  farmout,  or  purchase,  an  interest  in oil or gas
prospects or properties for exploration, when available, with third parties. The
Company  intends to continue  to raise funds to support the efforts  through the
sale of its equity securities.

                                      F-8
<PAGE>




To the extent the Company's  operations are not sufficient to fund the Company's
capital  requirements,  the Company  may attempt to enter into a revolving  loan
agreement with financial  institutions  or attempt to raise capital  through the
sale of additional capital stock or through the issuance of debt. At the present
time,  the Company does not have a revolving  loan  agreement with any financial
institution  nor can the Company  provide any assurance  that it will be able to
enter into any such  agreement  in the future or be able to raise funds  through
the further issuance of debt or equity in the Company.


NOTE 3 - 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.

NOTE 4 - STOCKHOLDERS' (DEFICIT) EQUITY

The authorized capital stock of the Company is 50,000,000 shares of common stock
with a $0.001 par value. At December 31, 2008, 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 year ended December 31, 2008, the Company did not issue any shares of
its common stock.

During the year ended  December 31, 2008, a shareholder  of the Company paid the
Company's  outstanding audit fees of $5,740. The Company has treated the payment
as a capital contribution and credited Additional Paid In Capital for $5,740.

                                      F-9
<PAGE>


                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  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.

Dated: March 27, 2009
                                 By:
                                   --------------------------------------------
                                   Roy C. Smith, President


                                 By:
                                   --------------------------------------------
                                   Michael R. Butler, Secretary and Treasurer


                                       33