UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 10-K/A


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

         For the fiscal year ended December 31, 2010

                                       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:
                                  (307)472-3000

           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
                                  ------------
                                (Title of Class)

<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 whether the registrant has submitted  electronically  and
posted on its corporate Website, if any, every Interactive Data file required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (section  232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files)
                                                               Yes |_| No |_|

Indicate by check mark 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|


On April 8, 2011, the 399,250 shares of common stock were held by non-affiliates
and had a value of $0 due to the fact that the registrant's  common stock, while
listed for trading, has not had any trades.

There were 4,280,000  shares issued and outstanding of the  registrant's  Common
Stock as of April 8, 2010.


<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                                    <C>
                                                                                                       Page
                                                                                                       ----
                                TABLE OF CONTENTS

                                                   PART I

ITEM 1                  Business                                                                        1
ITEM 1 A.               Risk Factors                                                                    7
ITEM 1 B.               Unresolved Staff Comments                                                      16
ITEM 2                  Properties                                                                     16
ITEM 3                  Legal Proceedings                                                              16
ITEM 4                  Removed and Reserved                                                           16

                                                  PART II

ITEM 5                  Market for Registrant's Common Equity, Related Stockholder Matters and
                        Issuer Purchases of Equity Securities                                          17
ITEM 6                  Selected Financial Data                                                        17
ITEM 7                  Management's Discussion and Analysis of Financial Condition and Results of
                        Results of Operations                                                          18
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
                        Disclosure                                                                     21
ITEM 9 A.               Controls and Procedures                                                        22
ITEM 9B                 Other Information                                                              23

                                                  PART III

ITEM 10                 Directors, Executive Officers, and Corporate Governance                        23
ITEM 11                 Executive Compensation
ITEM 12                 Security Ownership of Certain Beneficial Owners and Management and Related
                        Stockholder Matters                                                            28
ITEM 13                 Certain Relationships and Related Transactions, and Director Independence      29
ITEM 14                 Principal Accounting Fees and Services                                         30

                                                  PART IV

ITEM 15                 Exhibits, Financial Statement Schedules                                        31
SIGNATURES                                                                                             32

</TABLE>


Explanatory Note

Garner  Investment,  Inc. is filing this  Amendment to its Annual Report on Form
10-K/A that was filed with the Securities  and Exchange  Commission on April 11,
2011.  This  Amendment  is filed  for the  purpose  of  amending  the  Financial
Statements  for the Years Ended December 31, 2010 and 2009 and for the period of
February 13, 1997  (Inception)  through  December 31, 2010 to include the signed
audit report.

This  Amendment  does not reflect  events  occurring  after the Original  Filing
except as noted above. Except for the foregoing amended  information,  this Form
10-K/A  continues to speak as of the date of the Original Filing and the Company
has not otherwise  updated  disclosures  contained  therein or herein to reflect
events that occurred at a later date.

<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 Agreement Terms:
-----------------------

On August 28, 2006, Garner Investments entered into a Farmout Agreement with Ms.
Sharon K. Fowler  (Fowler) to commit and drill wells in Farmout Lands  described
as Lease No. 06-00321, Wyoming State, Section 16 T38N, R81W.

The Farmout  Agreement  with 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,  on October  13, 2009 an
extension of the farmout was executed to extend the performance date to December
31, 2010.  On December 31, 2010, a second  extension of the farmout was executed
to extend the performance date to April 30, 2011.

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.

                                       2
<PAGE>




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:


<TABLE>
<CAPTION>
<S>                                                              <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)   geologic evaluations 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.

                                       3
<PAGE>




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.

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.

                                       4
<PAGE>




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.

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.

                                       5
<PAGE>




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.

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.

                                       6
<PAGE>




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 December 31, 2010, Garner Investments had no full-time employees. Officers
and Directors work on an as needed part-time basis up to 5 hours per week.

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.

                                       7
<PAGE>

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.

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.  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.

                                       8
<PAGE>




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.

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.

                                       9
<PAGE>




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.


                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.

                                       10
<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 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.")

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 filing.

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.

                                       11
<PAGE>

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.

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.

                                       12
<PAGE>




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.

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.

                                       13
<PAGE>




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.

             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.  Its  common  stock is
currently  listed on the OTCBB and the  Pinksheets  OTCQB and are  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.

                                       14
<PAGE>

Garner Investments will pay no foreseeable dividends in the future.
------------------------------------------------------------------

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

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 is 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 are  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>




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.

ITEM 1B. UNRESOLVED STAFF COMMENTS
----------------------------------

Not Applicable.

ITEM 2.  PROPERTIES
-------------------

Garner  Investments,  Inc.  operations  are  principally  located  at in Casper,
Wyoming.  Garner  Investments  offices out of the office 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 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.


ITEM 4.  REMOVED AND RESERVED.
-----------------------------

                                       16

<PAGE>




                                     PART II


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

Market Information

There is a limited public  trading market for the common stock.  On December 31,
2010, the Company's  common stock was accepted for trading by FINRA on the OTCBB
and the Over The Counter Markets OTCQB and was assigned the symbol is "GVTS".

Holders

There are approximately 42 holders of record of Garner  Investments common stock
as of December 31, 2010.

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.

Recent Sales of Unregistered Securities

During the years ended  December 31, 2010 and 2009, the Company did not make any
sales of its unregistered securities.

Issuer Purchases of Equity Securities

Garner  Investments did not repurchase any shares of its common stock during the
year ended December 31, 2010.

ITEM 6.  SELECTED FINANCIAL DATA
--------------------------------

Not applicable.


                                       17
<PAGE>




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

The  following  discussion  should  be read in  conjunction  with our  unaudited
financial  statements and notes thereto included herein. In connection with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward-looking statements.

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements as of December 31, 2010,  and for each of the years in the
two-year period then ended,  includes a "going concern"  explanatory  paragraph,
that describes  substantial  doubt about the Company's  ability to continue as a
going concern.

PLAN OF OPERATIONS
------------------

We had we had no  revenues  during the year ended  December  31,  2010.  We have
minimal capital,  minimal cash, and only our intangible assets consisting of our
business plan,  relationships,  contacts and farmout  mineral  prospect.  We are
illiquid  and need cash  infusions  from  investors or  shareholders  to provide
capital, or loans from any sources.

During the year ended  December 31,  2010,  our  operations  were focused on the
maintenance  of our  accounting  records,  getting our common  stock  listed for
trading on the OTCBB and the beginnings of geological evaluations.

On August 28, 2006, Garner Investments entered into a Farmout Agreement with Ms.
Sharon K.  Fowler  (Fowler)  to commit  and drill  wells in Farmout  Lands.  The
Farmout Agreement with 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,  on October 13, 2009 an  extension  of the
farmout was executed to extend the performance date to December 31, 2010 and was
extended on December 31, 2010 to April 30, 2011.

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.

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.

                                       18
<PAGE>




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, 2010,  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.

RESULTS OF OPERATIONS
---------------------

For the Year Ended  December  31, 2010  Compared to the Year Ended  December 31,
2009

During the years ended December 31, 2009 and 2008,  Garner  Investments  did not
have revenues.

During the year ended  December  31,  2010,  the  Company  incurred  operational
expenses of $25,435  compared to $14,944 for the year ended  December  31, 2009.
The  increase  of  $10,491  was a result  of a  $8,991  increase  in legal  fees
resulting from the Company's efforts to get its common stock listed for trading.

During the year ended  December 31, 2010,  the Company  recognized a net loss of
$25,435.  During the year ended December 31, 2009, the Company  recognized a net
loss of  $14,944.  The  resulting  $10,491  increase in net loss during the year
ended  December  31,  2010,  was a result  of the  increase  in the  operational
expenses  incurred  in  obtaining  listing  of the  Company's  common  stock for
trading.

LIQUIDITY
---------

The Company has no cash or other liquid assets at December 31, 2010. 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 years ended December 31, 2010 and 2009.

During the year ended  December 31, 2010,  the Company  recognized a net loss of
$25,435,  which was not adjusted for any non-cash  items.  During the year ended
December  31,  2010,  the Company  incurred a $23,935  increase in its  accounts
payable.

During the year ended  December 31, 2009,  the Company  recognized a net loss of
$14,944,  which was not adjusted for any non-cash  items.  During the year ended
December  31,  2009,  the Company  incurred a $14,944  increase in its  accounts
payable.

During the year ended  December 31, 2010, a shareholder  of the Company paid the
Company's  outstanding audit fees of $1,500. The Company has treated the payment
as a capital contribution and credited Additional Paid In Capital for $1,500.

                                       19
<PAGE>





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, 2010. The Company's  total  liabilities are $55,600 at December 31,
2010.

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.

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.

                                       20

<PAGE>

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.

Critical Accounting Policies
----------------------------

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less and money market instruments to be cash equivalents.

Revenue Recognition

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

Stock-Based Compensation

The Company adopted the provisions of and accounts for stock-based  compensation
using an estimate of value in accordance  with the fair value method.  Under the
fair value recognition  provisions of this statement,  stock-based  compensation
cost is  measured  at the grant date based on the fair value of the award and is
recognized  as  expense on a  straight-line  basis  over the  requisite  service
period,  which  generally  is  the  vesting  period.  The  Company  elected  the
modified-prospective  method,  under  which  prior  periods  are not revised for
comparative  purposes.  The valuation method applies to new grants and to grants
that were outstanding as of the effective date and are subsequently modified.

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 years ended
December 31, 2010 and 2009,  and the period from  February 13, 1997  (inception)
through  December 31, 2010,  appear as pages F-1 through F-9, at the end of the
document.

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

Larry O'Donnell,  CPA, PC formerly the independent  registered public accountant
for Garner  Investments,  Inc.  ("the  Company")  was dismissed as the Company's
independent registered public accountant on November 1, 2010. Effective December
14,  2010,  the  Public  Accounting  Oversight  Board  ("PCAOB")  revoked  Larry
O'Donnell, CPA, P.C.'s registration as a registered public accountant.

                                       21
<PAGE>

On  November  1,  2010,  the Board of  Directors  of the  Company  approved  the
engagement of new auditors,  Ronald Chadwick, PC, of Aurora,  Colorado to be the
Company's independent  registered public accountant.  No audit committee exists,
other than the members of the Board of Directors.

The action to engage new  auditors was  approved by the Board of  Directors.  No
audit committee exists, other than the members of the Board of Directors.

In  connection  with audit of fiscal years ended  December 31, 2009 and 2008 and
the  cumulative  period of January 1, 2010 through June 30, 2010 and through the
date of termination of the accountants,  no disagreements  exist with the former
independent  registered public accountant on any matter of accounting principles
or practices,  financial statement disclosure,  internal control assessment,  or
auditing  scope  of  procedure,  which  disagreements  if  not  resolved  to the
satisfaction of the former  accountant  would have caused them to make reference
in connection with their report to the subject of the disagreement(s).

The Independent Auditor Report by Larry O'Donnell,  CPA, PC for the fiscal years
ended  December  31,  2009 and 2008,  contained  an  opinion  which  included  a
paragraph discussing  uncertainties  related to continuation of the Company as a
going concern.

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, 2010 (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.

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, 2010. 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,  2010,  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, 2010.

           Name                        Age                      Position
---------------------------- ------------------------- -------------------------
Roy C. Smith                            55             President and Director
Michael R. Butler                       57             Secretary/Treasurer and
Z.S. Merritt                            83             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 55, 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 57, 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 83 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.

                                       24
<PAGE>

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.

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,  2010,  2009 and 2008.  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 Officers as
of December 31, 2010.

<TABLE>
<CAPTION>
<S>                  <C>      <C>      <C>     <C>      <C>      <C>          <C>            <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,        2010        0       0        0     0             0             0             0           0
President            2009        0       0        0     0             0             0             0           0
                     2008        0       0        0     0             0             0             0           0
-------------------- -------- -------- ------- -------- -------- ------------ -------------- ------------- --------

-------------------- -------- -------- ------- -------- -------- ------------ -------------- ------------- --------
Michael R. Butler,   2010        0       0        0     0             0             0             0           0
Secretary and        2009        0       0        0     0             0             0             0           0
Treasurer            2008        0       0        0     0             0             0             0           0
-------------------- -------- -------- ------- -------- -------- ------------ -------------- ------------- --------

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

                                       25

<PAGE>
<TABLE>
<CAPTION>



                  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,  2009 (the  "Named  Executive
Officers"):

------------- ------------------------------------------------------------- ---------------------------------------
                           Option Awards Stock awards
------------- ------------------------------------------------------------- ---------------------------------------
<S>           <C>          <C>           <C>           <C>      <C>         <C>      <C>      <C>        <C>

                                                                                                         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
Smith,
President
------------- ------------ ------------- ------------- -------- ----------- -------- -------- ---------- ----------

------------- ------------ ------------- ------------- -------- ----------- -------- -------- ---------- ----------
Michael R.         0            0             0           0         0          0        0         0          0
Butler,
Secretary and
Treasurer
------------- ------------ ------------- ------------- -------- ----------- -------- -------- ---------- ----------

------------- ------------ ------------- ------------- -------- ----------- -------- -------- ---------- ----------

</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, 2010.

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, 2010:

<TABLE>
<CAPTION>
<S>            <C>         <C>         <C>         <C>             <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-
Butler
-------------- ----------- ----------- ----------- --------------- ---------------- --------------- ---------

-------------- ----------- ----------- ----------- --------------- ---------------- --------------- ---------
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, 2010.

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

    Title of Class       Name and Address of Beneficial    Amount and Nature of     Percent of Class (1)
                                      Owner                 Beneficial 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%
                         Director
                         P.O. Box 3574
                         Casper, WY 82602
Common shares            Sharon K. Fowler                              3,680,000                     85.5%
                         13816 E. Meadow Lane
                         Evansville, WY 82636
                         (includes Robert G. Fowler -
                         husband of Sharon K.
                         Fowler who owns 170,000 Shares)
------------------------ -------------------------------- ----------------------- -------------------------
Common shares            All Directors and Executive
                         Officers as a Group (3 persons)                 200,750                      4.7%
                                                          ----------------------- -------------------------

</TABLE>

(1)  At December 31, 2010, 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.

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.

                                       29
<PAGE>





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. The Farmout  Agreement  with 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,  on
October  13,  2009 an  extension  of the  farmout  was  executed  to extend  the
performance  date to December  31,  2010.  On  December  31,  2010,  the Farmout
Agreement  was extended to April 30, 2011.  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.

During the year ended  December 31, 2009, a shareholder  of the Company paid the
Company's  outstanding audit fees of $1,500. The Company has treated the payment
as a capital contribution and credited Additional Paid In Capital for $1,500.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
-----------------------------------------------

GENERAL. Ronald R. Chadwick, PC ("Chadwick") is the Company's principal auditing
accountant  firm. The Company's  Board of Directors has  considered  whether the
provisions  of  audit  services  are  compatible  with  maintaining   Chadwick's
independence.

Prior to November 1, 2010,  Larry  O'Donnell,  CPA P.C.  served as our principal
auditing accountant firm.

The following table represents aggregate fees billed to the Company for the year
ended  December  31,  2010 by  Ronald  R.  Chadwick,  PC and for the year  ended
December 31, 2009 by Larry O'Donnell, CPA, P.C.


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

                                                                 Year Ended December 31,
                                                          2010                              2009
                                              -----------------------------      ----------------------------
Audit Fees                                               $1,500                            $5,000

Audit-related Fees                                         $0                                $0

Tax Fees                                                   $0                                $0

All Other Fees                                             $0                                $0

                                              -----------------------------      ----------------------------
Total Fees                                               $1,500                            $5,000

</TABLE>

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

                                       30
<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, 2010 and 2009


(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)

                 10.3           Extension to Farmout Agreement, dated December
                                31, 2010*

                 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 Sarbanes-Oxley
                                Act*

                 32.1           Certification of Principal Executive Officer
                                pursuant to Section 906 of the Sarbanes-Oxley
                                Act*

                 32.2           Certification of Principal Financial Officer
                                pursuant to Section 906 of the Sarbanes-Oxley
                                Act*


(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.

                                       31
<PAGE>





                            RONALD R. CHADWICK, P.C.
                           Certified Public Accountant
                        2851 South Parker Road, Suite 720
                             Aurora, Colorado 80014
                             Telephone (303)306-1967
                                Fax (303)306-1944



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Garner Investments, Inc.
Casper, Wyoming

I have audited the accompanying  balance sheets of Garner  Investments,  Inc. (a
development  stage  company)  as of  December  31, 2009 and 2010 and the related
statements of operations, stockholders' equity and cash flows for the years then
ended.  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 audit.

I conducted my audit in  accordance  with the  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 audit provides 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, 2009 and 2010, and the results of its operations and its cash flows
for the years then ended in  conformity  with  accounting  principles  generally
accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements the Company has suffered  recurring losses from operations
and  has  a  working  capital  deficit  and  stockholders'  deficit  that  raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these  matters are also  described  in Note 2. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

Aurora, Colorado
/s/ Ronald R. Chadwick, P.C.
----------------------------
April 7, 2011
RONALD R. CHADWICK, P.C.




                                      F-1




<PAGE>
<TABLE>
<CAPTION>



                            GARNER INVESTMENTS, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
<S>                                                                       <C>               <C>


                                                                            December 31,      December 31,
                                                                               2010              2009
                                                                          ---------------   ---------------

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                                                 $ 55,600          $ 31,665
                                                                          ---------------   ---------------
        Total Current Liabilities                                                 55,600            31,665

Stockholders' (Deficit) Equity
        Common stock, $0.001 par value; 50,000,000 shares
          authorized, 4,280,000 shares issued and outstanding
          at December 31, 2010 and  2009, respectively                             4,280             4,280
        Additional paid-in capital                                                 8,710             7,210
        Deficit accumulated during the development stage                         (65,090)          (39,655)
                                                                          ---------------   ---------------
               Total Stockholders' (Deficit) Equity                              (52,100)          (28,165)
                                                                          ---------------   ---------------
Total liabilities and stockholders' (deficit) equity                             $ 3,500           $ 3,500
                                                                          ===============   ===============

See the notes to these financial statements.



</TABLE>

                                      F-2
<PAGE>
<TABLE>
<CAPTION>



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


                                                                            February 13, 1997
                                               For the Years Ended            (Inception) to
                                                   December 31,                December 31,
                                             2010             2009                 2010
                                          ------------    --------------   ---------------------
Revenue:                                          $ -               $ -                     $ -
                                          ------------    --------------   ---------------------
Operational expenses:
      Office expenses                          23,935            14,944                  56,295
      Filing fees                                   -                 -                      85
      Audit fees                                1,500                 -                   8,710
                                          ------------    --------------   ---------------------
          Total operational expenses           25,435            14,944                  65,090
                                          ------------    --------------   ---------------------
Net loss                                     $(25,435)         $(14,944)              $ (65,090)
                                          ============    ==============   =====================
Per share information

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


See the notes to these financial statements.


</TABLE>

                                      F-3

<PAGE>
<TABLE>
<CAPTION>


                            GARNER INVESTMENTS, INC.
                          (A Development Stage Company)
       STATEMENT OF STOCKHOLDER'S (DEFICIT) EQUITY From February 13, 1997
                      (Inception) through December 31, 2010

<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
                                   -------------   -----------   ------------   --------------   ------------
Isssuance of stock for cash             300,000           300            450                -            750
Net loss                                      -             -              -           (1,557)        (1,557)
                                   -------------   -----------   ------------   --------------   ------------
Balance - December 31, 1998             780,000           780          1,470           (1,701)           549
                                   -------------   -----------   ------------   --------------   ------------
Net loss                                      -             -              -             (240)          (240)
                                   -------------   -----------   ------------   --------------   ------------
Balance - December 31, 1999             780,000           780          1,470           (1,941)           309
                                   -------------   -----------   ------------   --------------   ------------
Net loss                                      -             -              -              (50)           (50)
                                   -------------   -----------   ------------   --------------   ------------
Balance - December 31, 2000             780,000           780          1,470           (1,991)           259
                                   -------------   -----------   ------------   --------------   ------------
Net loss                                      -             -              -             (259)          (259)
                                   -------------   -----------   ------------   --------------   ------------
Balance - December 31, 2001             780,000           780          1,470           (2,250)             -
                                   -------------   -----------   ------------   --------------   ------------
Net loss                                      -             -              -                -              -
                                   -------------   -----------   ------------   --------------   ------------
Balance - December 31, 2002             780,000           780          1,470           (2,250)             -
                                   -------------   -----------   ------------   --------------   ------------
Net loss                                      -             -              -                -              -
                                   -------------   -----------   ------------   --------------   ------------
Balance - December 31, 2003             780,000           780          1,470           (2,250)             -
                                   -------------   -----------   ------------   --------------   ------------
Net loss                                      -             -              -                -              -
                                   -------------   -----------   ------------   --------------   ------------
Balance - December 31, 2004             780,000           780          1,470           (2,250)             -
                                   -------------   -----------   ------------   --------------   ------------
Net loss                                      -             -              -                -              -
                                   -------------   -----------   ------------   --------------   ------------
Balance - December 31, 2005             780,000           780          1,470           (2,250)             -
                                   -------------   -----------   ------------   --------------   ------------
Issuance of stock for oil lease       3,500,000         3,500              -                -          3,500
Net loss                                      -             -              -                -              -
                                   -------------   -----------   ------------   --------------   ------------
Balance - December 31, 2006           4,280,000         4,280          1,470           (2,250)         3,500
                                   -------------   -----------   ------------   --------------   ------------
Net loss                                      -             -              -                -              -
                                   -------------   -----------   ------------   --------------   ------------
Balance - December 31, 2007           4,280,000         4,280          1,470           (2,250)         3,500
                                   -------------   -----------   ------------   --------------   ------------
Shareholder capital contribution              -             -          5,740                -          5,740
Net loss                                      -             -              -          (22,461)       (22,461)
                                   -------------   -----------   ------------   --------------   ------------
Balance - December 31, 2008           4,280,000         4,280          7,210          (24,711)       (13,221)
                                   -------------   -----------   ------------   --------------   ------------
Net loss                                      -             -              -          (14,944)       (14,944)
                                   -------------   -----------   ------------   --------------   ------------
Balance - December 31, 2009           4,280,000         4,280          7,210          (39,655)       (28,165)
                                   -------------   -----------   ------------   --------------   ------------
Shareholder capital contribution              -             -          1,500                -          1,500
Net Loss                                      -             -              -          (25,435)       (23,435)
                                   -------------   -----------   ------------   --------------   ------------
Balance - December 31, 2010           4,280,000       $ 4,280        $ 8,710        $ (65,090)     $ (50,100)
                                   =============   ===========   ============   ==============   ============

See the notes to these financial statements.


</TABLE>

                                      F-4
<PAGE>
<TABLE>
<CAPTION>


                            GARNER INVESTMENTS, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS

<S>                                                                <C>               <C>               <C>

                                                                                                       February 13,
                                                                                                             1997
                                                                         For the Years Ended            (Inception) to
                                                                             December 31,                December 31,
                                                                       2010              2009                2010
                                                                   --------------    --------------    -----------------
Cash Flows from Operating Activities:
         Net Loss                                                      $ (25,435)        $ (14,944)           $ (65,090)

Adjustments to reconcile net loss to net cash used
         in operating activities:
         Increase in accounts payable                                     23,935            14,944               55,600
                                                                   --------------    --------------    -----------------
Net Cash Used by Operating Activities                                     (1,500)                -               (9,490)
                                                                   --------------    --------------    -----------------
Net Cash Used in Investing Activities                                          -                 -                    -
                                                                   --------------    --------------    -----------------
Cash Flows from Financing Activities:
         Shareholder payment of accounts payable                           1,500                 -                7,240
         Proceeds from stock issuance, net of
            issuance costs                                                     -                 -                2,250
                                                                   --------------    --------------    -----------------
Net Cash Provided by Financing Activities                                  1,500                 -                9,490
                                                                   --------------    --------------    -----------------
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
<PAGE>






                            GARNER INVESTMENTS, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                 For the Years Ended December 31, 2010 and 2009

NOTE 1 - BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Business

Garner  Investments,  Inc. ("the Company") was incorporated in February 13, 1997
in the state of Wyoming. The Company was originally incorporated for the purpose
of general  investing.  Due to an  inability  to raise  adequate  financing  the
Company was forced to cease operations in 2001. On October 12, 2004, the Company
filed a Form 15-12G,  with the  Securities  and Exchange  Commission  ("SEC") to
cease its filing  obligations  under the Securities Act of 1934. On November 14,
2007,  the  Company  filed a  Registration  Statement  on Form  S-1 in  order to
register  its  outstanding  shares of common  stock and  resume  its SEC  filing
status.

The  Company's  fiscal  year  end is  December  31st.  The  Company's  financial
statements are presented on the accrual basis of accounting.

Basis of Presentation

Development Stage Company

The  Company  has not  earned  significant  revenues  from  planned  operations.
Accordingly,  the  Company's  activities  have been  accounted for as those of a
"Development Stage Company."  Therefore,  the Company's financial  statements of
operations, stockholders' equity and cash flows disclose activity since the date
of the Company's inception.

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.


Oil and Gas Properties, Full Cost Method

The Company uses the full cost method of  accounting  for oil and gas  producing
activities.  Costs to acquire mineral  interests in oil and gas  properties,  to
drill and equip exploratory wells used to find proved reserves, and to drill and
equip  development  wells including  directly related overhead costs and related
asset retirement costs are capitalized.

                                      F-6

<PAGE>

Under this method,  all costs,  including  internal  costs  directly  related to
acquisition,  exploration and development  activities are capitalized as oil and
gas  property  costs.   Properties  not  subject  to  amortization   consist  of
exploration and development costs which are evaluated on a  property-by-property
basis.  Amortization of these unproved property costs begins when the properties
become  proved  or their  values  become  impaired.  The  Company  assesses  the
realization  of unproved  properties,  taken as a whole,  if any, on at least an
annual basis or when there has been an indication  that  impairment in value may
have  occurred.   Impairment  of  unproved   properties  is  assessed  based  on
management's  intention  with regard to future  exploration  and  development of
individually  significant  properties  and the  ability of the Company to obtain
funds  to  finance  such  exploration  and  development.  If the  results  of an
assessment  indicate  that  the  properties  are  impaired,  the  amount  of the
impairment is added to the capitalized costs to be amortized.

Costs of oil and gas properties  will be amortized using the units of production
method.

In applying the full cost method,  the Company will perform an  impairment  test
(ceiling  test) at each reporting  date,  whereby the carrying value of property
and  equipment  is  compared  to the  "estimated  present  value," of its proved
reserves discounted at a 10-percent interest rate of future net revenues,  based
on current  economic and operating  conditions,  plus the cost of properties not
being  amortized,  plus the  lower  of cost or fair  market  value  of  unproved
properties  included  in costs  being  amortized,  less the income  tax  effects
related to book and tax basis  differences  of the  properties.  If  capitalized
costs exceed this limit, the excess is charged as an impairment expense.

Revenue Recognition

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

                                      F-7
<PAGE>




Net Loss per Share

Basic  net  loss  per  common  share  is  calculated  by  dividing  the net loss
applicable to common shares by the weighted  average number of common and common
equivalent shares outstanding during the period. For the year ended December 31,
2009, there were no potential common  equivalent  shares used in the calculation
of  weighted   average  common  shares   outstanding  as  the  effect  would  be
anti-dilutive because of the net loss.

Stock-Based Compensation

The Company adopted the provisions of and accounts for stock-based  compensation
using an estimate of value in accordance  with the fair value method.  Under the
fair value recognition  provisions of this statement,  stock-based  compensation
cost is  measured  at the grant date based on the fair value of the award and is
recognized  as  expense on a  straight-line  basis  over the  requisite  service
period,  which  generally  is  the  vesting  period.  The  Company  elected  the
modified-prospective  method,  under  which  prior  periods  are not revised for
comparative  purposes.  The valuation method applies to new grants and to grants
that were outstanding as of the effective date and are subsequently modified.

Fair Value of Financial Instruments

The carrying amount of accounts  payable is considered to be  representative  of
respective  fair  values  because of the  short-term  nature of these  financial
instruments.

Other Comprehensive Income

The Company has no material components of other comprehensive  income (loss) and
accordingly, net loss is equal to comprehensive loss in all periods.

Income Taxes

Provision for income taxes represents actual or estimated amounts payable on tax
return filings each year.  Deferred tax assets and  liabilities are recorded for
the estimated future tax effects of temporary  differences between the tax basis
of assets and  liabilities  and  amounts  reported in the  accompanying  balance
sheets,  and for  operating  loss and tax credit carry  forwards.  The change in
deferred  tax assets and  liabilities  for the period  measures the deferred tax
provision  or benefit for the period.  Effects of changes in enacted tax laws on
deferred  tax assets and  liabilities  are  reflected as  adjustment  to the tax
provision or benefit in the period of enactment.

Recent Accounting Pronouncements

There were  accounting  standards  and  interpretations  issued during the years
ended December 31, 2010 and 2009,  none of which are expected to have a material
impact on the Company's financial position, operations or cash flows.

                                      F-8
<PAGE>




NOTE 2 - GOING CONCERN AND MANAGEMENTS' PLAN

In the Company's  Annual Report on Form 10-K for the fiscal year ended  December
31,  2010,  the Report of the  Independent  Registered  Public  Accounting  Firm
includes an explanatory  paragraph that  describes  substantial  doubt about the
Company's  ability to  continue  as a going  concern.  The  Company's  financial
statements  for the years ended December 31, 2010 and 2009 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 $25,435 for the year ended December 31, 2010, and
an accumulated deficit of $65,090 as of December 31, 2010. At December 31, 2010,
the Company had a working capital deficit of $52,100.

The future  success of the Company is likely  dependent on its ability to attain
additional  capital,  or to find an  acquisition  to add  value  to its  present
shareholders  and  ultimately,  upon its  ability  to attain  future  profitable
operations.  There can be no assurance  that the Company will be  successful  in
obtaining  such  financing,  or that it will  attain  positive  cash  flow  from
operations. Management believes that actions presently being taken to revise the
Company's operating and financial  requirements  provide the opportunity for the
Company to continue as a going concern.

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.  In December 31, 2010,  the Farmout  Agreement was extended to April 30,
2011.

NOTE 4 - STOCKHOLDERS' 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, 2010, the Company had 4,280,000  shares
of its  common  stock  issued and  outstanding.  The  Company  does not have any
preferred shares issued or authorized.

During the year ended December 31, 2010, the majority shareholder paid $1,500 in
auditing  expenses  on behalf of the  Company.  Such  payment  was  treated as a
capital contribution and credited to Additional Paid In Capital.

NOTE 5 - INCOME TAXES

The Company is subject to federal and domestic income taxes. The Company has had
no income, and therefore has paid no income tax.

Deferred income taxes arise from temporary timing differences in the recognition
of income and expenses for financial  reporting and tax purposes.  The Company's
deferred  tax assets  consist  entirely of the benefit from net  operating  loss
(NOL)  carry-forwards.  The NOL carry  forwards  expire in various years through
2029. The Company's deferred tax assets are offset by a valuation  allowance due
to  the  uncertainty  of  the  realization  of  the  NOL   carry-forwards.   NOL
carry-forwards may be further limited by a change in company ownership and other
provisions of the tax laws.

                                      F-9
<PAGE>




The Company's deferred tax assets,  valuation allowance, and change in valuation
allowance are as follows:

                     Estimated NOL
                     Carry-forward     Valuation      Net Tax
   Period Ending        benefit        Allowance      Benefit

 December 31, 2009        7,931           (7,931)         -
 December 31, 2010        13,108         (13,108)         -

NOTE 6 - SUBSEQUENT EVENTS

The Company has  evaluated it activities  subsequent to the year ended  December
31, 2010 through April 5, 2011 and found no reportable subsequent events.

                                      F-10
<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: April 14, 2011

                                                   By:  /s/ Roy C. Smith
                                                        ------------------------
                                                        Roy C. Smith,
                                                        President


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



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.


Dated: April 14, 2011

                                          Garner Investments, Inc.


                                          /s/ Roy C. Smith
                                          --------------------------------------
                                          Roy C. Smith, Director

                                          /s/ Michael R. Butler
                                          --------------------------------------
                                          Michael R. Butler, Director

                                          /s/Z.S.Merritt
                                          --------------------------------------
                                          Z. S. Merritt, Director

                                       32