FORM 10-K/A FOR 9/30/09


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K/A

                ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For fiscal year ended September 30, 2009       Commission file Number 0-7376

Hynes & Howes Insurance Counselors, Inc.
       (Exact name of registrant as specified in its' charter)


              Iowa                                  42-0948341
(State or other jurisdiction          I.R.S. Employer Identification No.
of incorporation or organization)


2920 Harrison St., Davenport, Iowa  52803
(Address of principal                 (Zip Code)
 executive office)

Registrant's telephone number, including area code     (563) 326-6401

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

Title of each class                 Name of each exchange on which registered

None                                None-filing pursuant to Section 12 (g)

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


                   Common Stock, No Par Value
                         (Title of Class)
Indicate by check mark whether the Registrant (1) has filed all annual,
quarterly and other reports required to be filed with the Commission and (2) has
been subject to the filing requirements for at least the past ninety (90) days.
Yes  X  No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.

11,222,699



Item 1.  Business

(a)      Hynes & Howes Insurance Counselors, Inc. (hereafter the "Registrant")
         was an independent insurance agency handling principally all types of
         casualty, fire and surety insurance.  Registrant was organized as a
         corporation under the laws of the State of Iowa on June 28, 1969, as
         Hynes & Howes Insurance Company.  Because it became apparent this name
         created confusion as to the business of Registrant, an amendment to the
         Articles of the Incorporation was filed on November 17, 1970, with the
         Secretary of the State of Iowa changing the name to Hynes & Howes
         Insurance Counselors, Inc.  This action was ratified by the
         stockholders at a meeting February 5, 1971.

         At the annual stockholders meetings for 1973, 1974, 1975, 1976, 1977,
         1978, and 1979, a proposal was made to amend the Articles of
         Incorporation to change the name of the registrant from Hynes & Howes
         Insurance Counselors, Inc., to the United Insurance Counselors
         Corporation.  The Iowa Business Corporation Act requires an affirmative
         vote of the majority of the outstanding shares of the corporation to
         effectuate such amendment.  Although a quorum was present at each of
         these annual meetings, fifty per cent (50%) required to change the
         Articles of Incorporation were not represented, and the proposal could
         not be acted upon.

(b)      The general insurance agency and brokerage business was highly
         competitive.  Registrant competed locally and regionally with many
         direct-line writers of fire, casualty and surety insurance who were
         much larger than Registrant in all respects including premium volume,
         capital and personnel employed.  Registrant was also in competition
         with thousands of independent insurance agencies, some of whom had
         higher premium volume and more employees than Registrant.  Registrant
         was not a significant factor in the total volume of general insurance
         business.

         Registrant has sold Davenport agency to Ralph Parry Insurance Agency
         Ltd. in January 1981.

         (At the present time, the Registrant does not have any plans to acquire
         any insurance agencies.)

         At fiscal year end, Registrant, in its business has no employees.  The
         Trustee of the Frank B. Howes Trust which holds 36.5% of the
         outstanding common stock, Janice Howes died in July 1983, and John
         Howes became Trustee of the Frank B. Howes Trust.

         During the fiscal year ending September 30, 1980, the Viking Agency and
         the Hansen and Hansen, Inc. general insurance agencies, were sold on
         contract to R.A.P. Enterprises, Inc., Ralph A. Parry, former president
         of Registrant and the former manager of the Davenport agency owned by
         Registrant is the owner of R.A.P. Enterprises, Inc.

         During the fiscal year ending September 30, 1981, the Davenport
         agencies were sold to Ralph A. Parry Insurance Agency, Ltd., as of
         January 1, 1981.  Also owned by Ralph A. Parry.

         The intention at this time is to continue to loan on and invest in real
         estate properties and equities.

(c)      Line of Business

         The Registrant has not engaged in more than one line of business which
         meets the requisites of item 1 (c) (A), (B) or (C) for business with
         sales and revenues which do not exceed $50,000.00.

         Registrant and its subsidiaries are not engaged in material operations
         in foreign countries, nor does Registrant or its subsidiaries have a
         material portion of sales or revenues derived from customers in foreign
         countries.



ITEM 2.                    MANAGEMENT DISCUSSION FOR 9/30/09


        MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE STATEMENT OF OPERATIONS

Liquidity

        Registrant receives approximately $1,303 of cash each month from
payments of principal and interest on Real Estate Contracts Receivable.
Registrant has very little liquidity because most of these payments are used to
pay management fees and other operating expenses.

Capital Resources

        The principal assets of the registrant at September 30, 2009 are
three real estate contracts receivable.

Results of Operations

        The loss from operations for the year ended September 30, 2009
increased $33,645 compared to the year ended September 30, 2008.

        Total revenue decreased $53,603.  This was primarily due to a
reduced number of real estate contracts receivable.

        Operating expenses decreased $19,958.  The decrease resulted from the
following:

        The Company utilizes the employees of a related entity.  For
the fiscal year ended September 30, 2009, the Company paid the related
entity $14,938 for it's prorata share of wages and payroll tax costs. For the
year ended September 30, 2008, those payments were $22,389.  The Company
repairs and maintenance decreased by $14,612 and other expenses
decreased by $5,637. The Company increased accounting fees by $7,742.00.


Item 3.  Properties

         The Registrant has its offices at 2920 Harrison Street, Davenport,
         Iowa.  The Company rents approximately 700 square feet of space with
         furnishings at a monthly rate of $2,000 per month.

         Registrant feels this office space is of adequate size and capacity to
         handle the business of Registrant and its anticipated growth for
         foreseeable future needs.


Item 4.  Parents and Subsidiaries of the Registrant

         The Frank B. Howes Trust, which holds 36.5 per cent of the Registrant's
         outstanding common stock, is the parent of the Registrant.  This
         percentage includes 3,000,000 shares which is held in escrow by the
         Insurance Department of Iowa.  The escrow arrangement was required by
         the Commissioner of Insurance of the State of Iowa in order to gain
         approval of Registrant's new stock issue of April 1971.  Under the
         terms of this arrangement, those shares could not be sold for a period
         of five (5) years or until Registrant attained certain profitable
         operating goals for three (3) consecutive years.  The escrow
         arrangement also required that should Registrant dissolve during this
         period, the shares held in escrow will not participate in the assets of
         Registrant legally available for distribution until after there has
         been paid or irrevocable set aside for all other shares an amount equal
         to the other shares at the per offering price of $1.25, adjusted for
         stock splits and stock dividends.  As of April 6, 1976, five (5) years
         elapsed.

         The Insurance Department of Iowa, Securities Division has indicated
         that under the terms of the Escrow Agreement the approval of the
         Commissioner of Insurance was required.  The Insurance Department,
         reviewing the condition of the Registrant, did conclude that the
         requisite approval of the Commissioner would not be forthcoming at that
         time, and furthermore, that the Insurance Department will act as escrow
         agent for the shares of the Frank B. Howes Trust.

Item 5.  Legal Proceedings

None

Item 6.  Increases and Decreases in Outstanding Securities and Indebtedness

    (a)  In the fiscal year, Registrant has not issued any new shares or
         otherwise created additional outstanding securities; neither has it
         reduced outstanding securities by purchase or acquisition of treasury
         shares.  Therefore, there were 11,222,699 shares of Registrant's stock
         outstanding on September 30, 2009.

    (b)  None

    (c)  None

Item 7.  Changes in Securities and Changes in Security for Registered Securities

         None

Item 8.  Defaults upon Senior Securities

         None

Item 9.  Approximate Number of Equity Security Holders

         The approximate number of holders of each class of equity securities of
         Registrant, as of September 30, 2009, is indicated in the following
         table:


           (2)                                   (2)
     TITLE OF CLASS                 NUMBER OF RECORD HOLDERS

     Common Stock,                       Approximately 4,774
     no par value

Item 9A(T). CONTROLS AND PROCEDURES

	 EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

	 As required by Rule 13a-15(b) under the Exchange Act, we have evaluated,
	 under the supervision and with the participation of our management,
	 including our principal executive officer and principal financial officer,
	 the effectiveness of the design and operation of our disclosure controls
	 and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
	 Exchange Act) as of the end of the period covered by this Annual Report
	 Form on 10-K. These disclosure controls and procedures include controls
	 and procedures designed to ensure that information required to be
	 disclosed under the Exchange Act is accumulated and communicated to
	 our management on a timely basis to allow decisions regarding required
	 disclosure. Based upon our evaluation as of September 30, 2009, our
	 principal executive officer and principal financial officer concluded
	 that our disclosure controls and procedures were effective as of
	 September 30, 2009, to ensure that information is accumulated and
	 communicated to our management, including our principal executive
	 officer and principal financial officer, as appropriate, to allow
	 timely decisions regarding required disclosure and is recorded,
	 processed, summarized and reported within the time periods specified
	 in the rules and forms of the SEC.

	 MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

	 Our management is responsible for establishing and maintaining
	 adequate internal control over financial reporting. Our 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. Under
	 the supervision and with the participation of our management,
	 including our Chief Executive Officer and Chief Financial Officer,
	 we evaluated the effectiveness of the design and operation of our
	 internal control over financial reporting as of September 30, 2009
	 based on criteria established in Internal Control - Integrated
	 Framework issued by the Committee of Sponsoring Organizations
	 of the Treadway Commission (COSO) as well as criteria established
	 in Item 308T of Regulation S-K.

	 Our internal control over financial reporting includes policies
	 and procedures that (1) pertain to maintenance of records that,
	 in reasonable detail, accurately and fairly reflect transactions
	 and dispositions of 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 receipts and expenditures are being made only
	 in accordance with authorizations of our management and Board of
	 Directors; and (3) provide reasonable assurance regarding prevention
	 or timely detection of unauthorized acquisition, use, or disposition
	 of assets that could have a material effect on the financial statements.

	 Due to its inherent limitations, internal control over financial
	 reporting may not prevent or detect misstatements and, even when
	 determined to be effective, can only provide reasonable, not absolute,
	 assurance with respect to financial statement preparation and presentation.
	 Projections of any evaluation of effectiveness to future periods are
	 subject to risk that controls may become inadequate as a result of
	 changes in conditions or deterioration in the degree of compliance.

	 Based on the assessment, our management has concluded that our internal
	 control over financial reporting was effective as of September 30, 2009
	 and provides reasonable assurance regarding the reliability of financial
	 reporting and the preparation of financial statements for external
	 reporting purposes in accordance with generally accepted accounting
	 principles. The results of management's assessment were reviewed with
	 the Audit Committee of our Board of Directors. This annual report does
	 not include an attestation report of our independent registered public
	 accounting firm regarding internal control over financial reporting.
	 Management's report was not subject to attestation by our independent
	 registered public accounting firm pursuant to temporary rules of the
	 Securities and Exchange Commission that permit us to provide only
	 management's report in this annual report.

	CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

	During the fourth quarter ended September 30, 2009, there were no changes
	in our internal control over financial reporting that materially affected,
	or are reasonably likely to materially affect, our internal control over
	financial reporting.


Item 10. Submission of Matters to a Vote of Security Holders

         On February 3, 1986, Harold L. Luebken was elected a member of the
         Board of Directors and to the office of President.

         On July 12, 1983, Dan B. Davis was elected to the Board of Directors.


Item 11.  Executive Officers of the Registrant

     (a)  The following table indicates, as of September 30, 2009, the names and
          ages of the executive officers of Registrant.  Their term of office
          with Registrant held by such person:

                        Position and
                        Office with     Held Office     Term of
Name            Age     Registrant      Since           Office

Marsha Baker    42       President     March 2008      Next Annual
                                                       Shareholders'
                                                       Meeting

Monica Wilcher  40       Secretary     November 2006   Next Annual
                                                       Shareholders'
                                                       Meeting

          There are no family relationships among the executives of the
          registrant.

          There is no arrangement or understanding between any executive officer
          and any other person to which he/she was selected as an officer.

     (b)  The following is a brief account of the business experiences during
          the past five (5) years of each executive officer.

          1.  Marsha Baker has been in the property management business
              since 2006, and employed in the legal field for the five
	      years prior.

          2.  Monica Wilcher has been an accountant and real estate property
              manager for the past eight (8) years.

Item 12.  Indemnification of Directors and Officers

         Provisions regarding indemnification of directors and officers of
         Registrant, pursuant to Chapter 496A of the Iowa Code of 1973, were
         detailed in Item 17 --Indemnification of Directors and Officers, pages
         59--63 of Registrant's Form 10 filed with the Securities and Exchange
         Commission August 23, 1973.

Item 13.  Financial Statements and Exhibits Filed

     (a)  Financial Statements and audited financial statements are herewith
          included.

          Exhibits

          None

     (b)  Reports on Form 8-K

          1.  Registrants filed a Form 8 Amendment to the Form 10-K filed
              December, 1991.

          2.  Registrants filed a Form 8 Amendment to the Form 10-K filed
              December, 1993, on April 04, 1993, reporting on February 17, 1994
              Brigitta Anderson had resigned from the Board of Directors.

	  3.  Registrants filed a Form 8-K on May 14, 2008, to disclose a
              change in the registrant's Certifying Accountant.


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1934, the Registrant

has duly caused this report to be signed on its behalf by the undersigned

thereunto duly authorized.


                                       HYNES & HOWES INSURANCE COUNSELORS, INC.



 Dated                                 By:
                                          Marsha Baker, President



                                       This corporation has no treasurer.



 Dated                                 By:
                                          Monica Wilcher, Secretary


HYNES & HOWES INSURANCE COUNSELORS, INC.
Statistical Data for Form 10k
September 30, 2009



                                               September 30,
                             2009	2008       2007       2006       2005
1.  Net Operating
       Revenues         $ (40,576)  $  13,027  $  30,098  $  71,624  $  36,214

2.  Income (Loss) from
      Operations        $(184,604)  $(150,959) $(120,074) $ (26,508) $ (72,254)

   Per Share Earnings
      (Loss)            $   ( .02)  $   ( .00) $    (.01) $    (.00) $    (.00)

3. Working Capital      $    (965)  $  17,586  $  32,927  $  12,672  $  18,659

4. Total Assets         $ 147,385   $ 336,114  $ 493,684  $ 611,039  $ 658,939

5. Long Term Obligations
    Mortgage Payable    $     .00   $    .00   $    .00   $     .00  $     .00


6. Cash Dividends per
     Common Share       $     .00   $    .00   $    .00   $     .00  $     .00



Hynes & Howes Insurance Counselors, Inc.
Davenport, Iowa


                          Independent Auditor's Report

To The Board of Directors
Hynes & Howes Insurance Counselors
Davenport, Iowa

We have audited the balance sheet of Hynes & Howes Insurance Counselors (an Iowa
corporation) as of September 30, 2009 and 2008, and the related statements
of income,stockholders' equity, and cash flows for the year then ended.

These financial statements are the responsibility of the company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

The financial statements of Hynes & Howes Insurance Counselors, Inc. as of
September 30, 2007 and September 30, 2006, and for the years then ended, were
audited by other Auditors whose report dated November 26, 2007, expressed an
unqualified opinion on those statements.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
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.  We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Hynes &
Howes Insurance Counselors, Inc. as of September 30, 2009 and 2008,
and the results of its operations and its cash flows for the year
then ended in conformity with U.S. generally accepted accounting
principles.





Huckfeldt & Smith, PLC
Certified Public Accountants
Bettendorf, Iowa
December 10, 2009


                    HYNES & HOWES INSURANCE COUNSELORS, INC.
                                  Balance Sheet
                           September 30, 2009, 2008, and 2007



                                                  September 30,
          Assets                    2009	      2008             2007
Current Assets:
 Cash in Bank                     $    991         $ 22,614         $ 44,359
 Other Current Assets             $  1,360         $  2,413            2,620

      Total Current Assets        $  2,351         $ 25,027         $ 46,979

Other Assets:

 Real Estate on Hand              $ 34,000         $    .00         $ 63,977
 Real Estate Contracts Receivable(Note 4)$110,640  $309,454         $379,113
 Equipment (Note 5)	          $    394         $  1,633            3,615
       Total Other Assets         $145,034         $311,087         $446,705

       Total Assets               $147,385         $336,114         $493,684


Notes to Financial Statements are an integral part of these statements.




                    HYNES & HOWES INSURANCE COUNSELORS, INC.
                                  Balance Sheet
                           September 30, 2009, 2008 and 2007


                                                     September 30,
Liabilities & Stockholders' Equity      2009        2008          2007
Current Liabilities:
   Buyers Escrow                      $ 1,933    $ 3,953      $ 5,079
   Deferred Gross Profit              $ 1,383    $ 3,488      $ 8,973

      Total Current Liabilities       $ 3,316    $ 7,441      $14,052
Long Term Liabilities:

      Total Liabilities               $3,316     $ 7,441      $14,052

Stockholders' Equity:
   Capital Stock, no par value, 100,000,000
      Shares Authorized, 11,260,675 shares
      Issued                      $3,780,765  $3,780,765   $3,780,765
   Paid in Capital                        100        100          100
   Retained Earnings (Deficit)    (3,603,544) (3,418,940)  (3,267,981)
   Treasury Stock, at Cost           (33,252)    (33,252)     (33,252)

   Total Stockholders' Equity     $  144,069  $  328,673   $   479,632

   Total Liabilities & Stockholders'Equity$147,385 $336,114 $  493,684


Notes to Financial Statements are an integral part of these statements.


                    HYNES & HOWES INSURANCE COUNSELORS, INC.
                    Statement of Retained Earnings (Deficit)
              For the Years Ended September 30, 2009, 2008 and 2007


                                              Year Ended September 30,
                                      2009	      2008            2007

Balance at Beginning of Year    $(3,418,940)     $ (3,267,981)    $ (3,147,907)

Income (Loss) for the Year          (184,604)        (150,959)        (120,074)

Balance at End of Year          $(3,603,544)     $ (3,418,940)    $ (3,267,981)


                          Statement of Paid-In Capital
              For the Years Ended September 30, 2009, 2008 and 2007

Balance at Beginning
  and End of Year               $        100    $        100    $        100



Notes to Financial Statements are an integral part of these statements.


                    HYNES & HOWES INSURANCE COUNSELORS, INC.
                             Statement of Operations
              For the Years Ended September 30, 2009, 2008 and 2007



                                            Year Ended September 30,
                                       2009		2008            2007
Operating Income:
   Interest Income                $  21,448       $   27,845       $   48,286
   Other Income                     (62,024)         (14,818)         (18,188)
      Total Operating Income        (40,576)          13,027           30,098

Operating Expenses:
   Interest Expense               $      00       $       00       $       00
   Legal and Audit Fees              22,655           15,179           16,845
   Payroll expense (Note 2)          14,938           22,389           22,202
   Management Fees (Note 2)          78,000           78,000           78,000
   Repairs and Maintenance            2,403           17,015            3,558
   Other Operating Expenses          26,032           31,403           29,567
      Total Operating Expenses    $ 144,028       $  163,986       $  150,172

Income From Operations            $(184,604)      $ (150,959)      $ (120,074)

Income (Loss) Before Income Taxes $(184,604)      $ (150,959)      $ (120,074)
   Provision for Income Taxes
   (Note 10)                              0                0                0
      Net Income (Loss)           $(184,604)      $ (150,959)      $ (120,074)

Earnings (Loss) Per Common Share
   (Note 6)                       $    (.02)      $     (.01)      $     (.01)


Notes to Financial Statements are an integral part of these statements.


                    HYNES & HOWES INSURANCE COUNSELORS, INC.
                             Statement of Cash Flow
              For the Years Ended September 30, 2009, 2008 and 2007
                 Increase (Decrease) in Cash and Cash Equivalent


                                            Year Ended September 30,
                                         2009		2008         2007
Cash Flow from Operating Activities:
   Interest Received                 $  21,448     $  27,845     $  48,286
   Miscellaneous Income Received         1,919         2,758         4,173
   Interest Paid                            00            00            00
   Legal, Audit and Management
     Fees Paid                        (100,655)      (93,179)      (94,845)
   Repairs and Maintenance Paid         (2,403)      (17,015)      ( 3,558)
   Cash Paid to Suppliers for
      Operating Expenses               (37,363)      (51,810)      (49,468)

      Net Cash Provided (Used) by
        Operating Activities        $ (117,054)    $(131,401)    $ (95,412)

Cash Flows from Investing Activities:
   Principal Collected on
    Real Estate Contracts           $   95,794     $ 120,362     $ 279,274
   Buyers Escrow Collected (Paid)         (363)       (1,126)        1,873
   Payments Made for Purchase of
     Real Estate                             0             0       (80,659)
   Payments Made to Improve Real
     Estate On Hand                          0        (9,580)            0
   Purchase of Real Estate Accounts
     Receivable                              0             0       (78,663)

      Net Cash Provided (Used) by
      Investing Activities          $   95,431     $ 109,656     $ 121,825

Cash Flows from Financing Activities:
   Payments on Loans                $        0     $       0    $        0

      Net Cash Provided (Used) by
         Financing Activities       $        0     $       0    $        0

   Net Increase (Decrease) in Cash and
      Cash Equivalents              $  (21,623)    $ (21,745)    $  26,413
Cash and Cash Equivalents at Beginning
   of Year                              22,614        44,359        17,946
Cash and Cash Equivalents at
   End of Year                             991        22,614        44,359


Notes to Financial Statements are an integral part of these statements.


                    HYNES & HOWES INSURANCE COUNSELORS, INC.
                             Statement of Cash Flows
              For the Years Ended September 30, 2009, 2008 and 2007
      Reconciliation of Net Income to Cash Provided by Operating Activities



                                          Year Ended September 30,
                                       2009	   2008            2007

Net Income (Loss)                 $  (184,604) $ (150,959)     $(120,074)
Adjustments to Reconcile Net Income to
   Net Cash Provided (Used) by:
     Loss(Gain) on Sale of Real Estate 12,756      17,576         22,361
   Depreciation                         1,239       1,982          2,301
Unrealized Loss in Fair Market
   Value of Assets Held                53,555           0              0

         Total Adjustments        $    67,550  $   19,558         24,662

Net Cash Provided (Used) by Operating
   Activities                     $  (117,054) $ (131,401)    $  (95,412)


Notes to Financial Statements are an integral part of these statements.


                    HYNES & HOWES INSURANCE COUNSELORS, INC.
                          Notes to Financial Statements
                     Years Ended September 30, 2009, 2008 and 2007



Note 1 - Summary of Significant Accounting Policies

         Nature of operations:  The Company invests in real estate, primarily
         single family residences, which it then resells on contract.  The
         Company operates exclusively in the Quad City metropolitan area of
         Eastern Iowa and Western Illinois.  The Company has a concentration of
         credit risk, in that all of its creditors live and work in the Quad
         City area.

	 Accounting Policies:  The books and records of the Company are
         maintained on the accrual basis of accounting.  Investments in
	 contracts receivable are stated at the collectible balance.  The
	 method of income recognition on installment contracts is the
	 installment method when the downpayment by the purchaser is less
	 than 5%.  Earnings per share are computed on the basis of weighted
	 average number of common shares outstanding.  Cash and cash equivalents
	 are considered to be any investment with an original maturity of three
	 months or less. The Company did not pay any taxes during 2009 or 2008.

         Use of Estimates:  The preparation of financial statements in
         conformity with generally accepted accounting principles requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and disclosure of contingent assets
         and liabilities at the date of the financial statements and the
         reported amounts of revenues and expenses during the reporting period.
         Actual results could differ from those estimates.

         Other significant accounting policies are detailed in other Notes to
         Financial Statements.




                    HYNES & HOWES INSURANCE COUNSELORS, INC.
                          Notes to Financial Statements
                  Years Ended September 30, 2009, 2008 and 2007



Note 2 - Related Party Transactions

         The Company has entered into a management consultant agreement with
	 Oak Helm Partners.  The Company pays a retainer fee of $6,500 per
	 month.  Oak Helm Partners is an affiliated company due to common
	 ownership and control. This contract expired September 30, 2009.
	 This contract was renewed under the same terms through September
         30, 2010.

         The Company occupies office space in a building located at 2920
         Harrison Street, Davenport, Iowa, owned by OHP 5, LLC.  The
         Company rents approximately 700 square feet of space with furnishings
         at a monthly rate of $2,000 per month under a five year lease effective
	 October 1, 2007.  OHP 5, LLC is an affiliated entity due to common
	 ownership and control.

         The following is a schedule of rent commitments for the next 5 years.

              Year Ending:
                   September 30, 2010		 24,000
		   September 30, 2011		 24,000
		   September 30, 2012		 24,000

        The Company utilizes the employees of OHP 5, LLC.  The company pays
	OHP 5, LLC for it's prorated share of wages and payroll taxes. OHP 5,
	LLC is an affiliated entity due to common ownership and control.


  Note 3 - Other Current Assets
                                         2009        2008

	Prepaid expenses                    0           0
	Real estate contracts receivable
           current portion              1,360       2,413
              Total                  $  1,360    $  2,413

Note 4 - Real Estate Contracts Receivable

                                         2009       2008

         Contracts receivable        $156,476    $311,867
         Less Decline in Fair
           Market Value                44,476           0
         Less current portion           1,360       2,413
         Long-term portion           $110,640    $309,454

        At September 30, 2009 and 2008 there were three and seven contracts
	receivable, respectively. The monthly payment of principal and
	interest was $1,303 at September 30, 2009 and $2,783 at September
	30, 2008. Interest rates on these contracts vary from 9.0% to 11%.

        Management is of the opinion that an allowance for uncollectibility is
        not necessary due to the collateral value of the properties.



                    HYNES & HOWES INSURANCE COUNSELORS, INC.
                         Notes to Financial Statements
                     Years Ended September 30, 2009 and 2008



Note 5 - Equipment

                                  2009           2008

         Office equipment        $19,252        $19,252
         Accumulated depreciation 18,858         17,619
         Book value                  394          1,633

         Depreciation expense (A)$ 1,239       $  1,982
         (A)  Depreciation is calculated using 5-7 year, straight line rates.

Note 6 - Common Stock

         The Company is authorized to issue 100,000,000 shares of no par value
         common stock.  Shares outstanding at September 30, 2009 and 2008
	 were 11,260,675.  The Company has purchased 37,976 shares of treasury
	 stock, leaving 11,222,699 shares issued and outstanding.

         Earnings (Loss) Per Share      2009	     2008

           Net Income (Loss)      $  (184,604)   $  (150,959)
           Average number of shares
           outstanding             11,222,699     11,222,699

           Earnings Per Share     $ (0.016449)   $ (0.013451)


                    HYNES & HOWES INSURANCE COUNSELORS, INC.
                          Notes to Financial Statements
                     Years Ended September 30, 2009 and 2008


Note 7 - Stock Held in Escrow

         At September 30, 2009 and 2008 there were 3,546,000 shares of the
         Company's common stock held in trust.  Those shares were owned by the
         Frank B. Howes Trust and by directors or former directors of the
         Company.  The Trust agreement was required by the Commissioner of
         Insurance of the State of Iowa in order to gain approval of the
         Company's stock issue of April, 1971.  Under terms of this agreement
         these shares were to be released after a period of five years or when
         the Company attains certain profitability goals for three consecutive
         years and upon written approval from the Commissioner of Insurance of
         the State of Iowa.  It is also required that should the Company
         dissolve during this period that the pro-rated distribution of assets
         to stockholders would be done on a basis which would pay these
         shareholders less per share than would be distributable to the
         shareholders of the new issue.  The Company's earnings to date have not
         been sufficient to qualify for the release of these shares held in
         escrow.  The condition requiring that these shares be held in escrow
         for five years has been fulfilled, however, the Commissioner of
         Insurance of the State of Iowa has not granted the written approval for
         the release of these shares at this time.  The shares will continue to
         be held in escrow until the Commisioner grants written approval for
         their release.

Note 8 - Contingent Liability for Rescission of Capital Stock Sales

         Since its inception, the Company has issued and sold 11,222,699 shares
         of its common stock.  Although most of these shares were registered
         with the State of Iowa, none of these shares were registered for sale
         under the federal securities law.  These shares were issued and sold in
         reliance either upon the exemption provided in Section 4 (2) or Section
         3 (a) (11) of the Securities Act of 1933.

         The Company feels that any possible shares and federal contingent
         liabilities that may have existed because of the issuance of securities
         which may not have been exempt from registration under the Securities
         Act of 1933 and unless the subject of an existing legal proceeding
         filed appropriately, may now be extinguished as a result of the new
         Iowa Uniform Securities Act which became effective on January 1, 1976
         under Section 613 of that Act, liability must now be ascertained by
         looking to the statute in effect at the time that the stock issue was
         sold.  The two year statute of limitations in effect on January 14,
         1973, at the time of the closing of the issue has run, as have the
         other applicable federal statutes of limitation. As a result, with
         the exception of the Federal and State Tolling Doctrines, possible
         contingent liabilities may no longer exist.

Note 9 - Contingent Liability on Pending Litigation

         On November 2, 1973, in U. S. District Court a Final Judgment of
         permanent Injunction was brought against the Company because of a
         complaint filed by the Securities and Exchange Commission.  The
         Injunction enjoins the Company from failing to file timely and proper
         reports as required by Section 12 (a) of the Securities Exchange Act
	 of 1934.  The Company is currently complying with filing requirements,
         however, it may be subject to subsequent court action and potential
         fine if there are future filing deficiencies.

Note 10- Provision for Income Taxes

         Due to loss carryforwards from previous years, a provision for income
         taxes has not been made.

Net operating loss carryovers will expire as follows:

         September 30, 2010                           6,515
         September 30, 2017                           4,385
         September 30, 2022                           6,032
         September 30, 2023                          38,528
         September 30, 2024                          23,285
         September 30, 2025			     44,667
         September 30, 2026                          54,095
	 September 30, 2027			    120,074
	 September 30, 2028			    150,959
	 September 30, 2029                         184,604
	                                           ________
         Total deferred income tax:                $633,144
		Less-valuation allowance           (633,144)
                                                   ________
                 Net Deferred Income Tax           $      0

Note 11- Contingent Liability

	To maintain operations in Fiscal Year Ending September 30, 2009 it has been
	necessary for the Company to dispose of assets to generate cash. The Company
	sold two contracts to Walnut Management (a related company due to common
	control.) These sales generated $68,133 in cash for the Company. The sales
	price was equal to what the contracts were carried on the books of the
	Company as adjusted to the fair market value.

Note 12- Going Concern Uncertainty

	As Noted in Note 10, the Company has suffered recurring losses from
	operations over the past several years. These losses have produced a
	retained deficit of $3,603,544 and have contributed to rapidly declining
	capital. The Company has had to sell producing assets over the past year
	to generate capital to continue operations as noted in Note 11. This
	trend has continued into fiscal year ending September 30, 2010. Management
	anticipates the necessary continued selling of assets to produce capital.


                              EX-99.23
                        ART. 5 FDS FOR 9/30/09
PERIOD-TYPE                                         12-MOS
FISCAL-YEAR-END                                SEP-30-2009
PERIOD-END                                     SEP-30-2009
CASH				                       991
SECURITIES				                 0
RECEIVABLES				           110,640
ALLOWANCES                                               0
INVENTORY                                                0
CURRENT-ASSETS                                       1,360
REAL ESTATE ON HAND				    34,000
PP&E                                                19,252
DEPRECIATION                                        18,858
TOTAL-ASSETS                                       147,385
CURRENT-LIABILITIES                                  3,316
BONDS                                                    0
PREFERRED-MANDATORY                                      0
PREFERRED                                                0
COMMON                                           3,780,765
OTHER-SE                                               100
TOTAL-LIABILITY-AND-EQUITY                         147,385
SALES                                                    0
TOTAL-REVENUES                                     (40,576)
CGS                                                      0
TOTAL-COSTS                                        144,028
OTHER-EXPENSES                                           0
LOSS-PROVISION                                           0
INTEREST-EXPENSE                                         0
INCOME-PRETAX                                     (184,604)
INCOME-TAX                                               0
INCOME-CONTINUING                                        0
DISCONTINUED                                             0
EXTRAORDINARY                                            0
CHANGES                                                  0
NET-INCOME                                        (184,604)
EPS-PRIMARY                                              0
EPS-DILUTED                                              0




                               EXHIBIT 31(a)

	         CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-
		 OXLEY ACT OF 2002

I, Marsha Baker, certify that:

	(1)  I have reviewed this annual report on Form 10-K/A of Hynes and Howes
	     Insurance Counselors;
	(2)  Based on my knowledge, this report does not contain any untrue
	     statement of a material fact or omit to state a material fact
	     necessary to make the statements made, in light of the circum-
	     stances under which such statements were made, not misleading
	     with respect to the period covered by this report;
	(3)  Based on my knowledge, the financial statements, and other financial
	     information included in this report, fairly present in all material
	     respects the financial condition, results of operations and cash
	     flows of the registrant as of, and for, the periods presented in
	     this report;
	(4)  The registrant's other certifying officer and I are responsible
	     for establishing and maintaining disclosure controls and procedures
	     (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
	     internal control over financial reporting (as defined in Exchange
	     Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	     a) designed such disclosure controls and procedures, or caused such
		disclosure controls and procedures to be designed under our
		supervision, to ensure that material information relating to
		the registrant, including its consolidated subsidiaries,
		is made known to us by others within those entities, particularly
		during the period in which this report is being prepared;
	     b)	designed such internal control over financial reporting, or caused
		such internal control over financial reporting to be designed under
		our supervision, 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;
	     c) evaluated the effectiveness of the registrant's disclosure
		controls and procedures and presented in this report our
		conclusions about the effectiveness of the disclosure controls
		and procedures, as of the end of the period covered by this
		report based on such evaluation; and
	     d) discolsed in this report any change in the registrant's internal
		control over financial reporting that ocurred during the registrant's
		most recent fiscal quarter (the registrant's fourth fiscal quarter
		in the case of an annual report) that has materially affected, or
		is reasonably likely to materially affect, the registrant's internal
		control over financial reporting;and

	(5)  The registrant's other certifying officer and I have disclosed, based
	    on our most recent evaluation of internal control over financial
	    reporting, to the registrant's auditors and the audit committee
	    of registrant's board of directors (or persons performing
	    the equivalent function):
	     a) all significant deficiencies and material weaknesses in the design or
		operation of internal control over financial reporting which are
		reasonably likely to adversely affect the registrant's ability to
		record, process, summarize and report financial information; and
	     b) any fraud, whether or not material, that involves management or
		other employees who have a significant role in the registrant's
		internal control over financial reporting.


Marsha Baker
------------------------
(Marsha Baker)
President

May 17, 2010





                                    exhibit32
                                   EXHIBIT (32)

	                  SECTION 1350 CERTIFICATIONS

Pursuant to 19 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned officer of Hynes & Howes Insurance
Counselors, Inc. (the Company) certifies to his knowledge that:

	(1)	The Annual Report on Form 10-K/A of the Company for the year ended
		September 30, 2009, fully complies with the requirements of
		Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in that Form 10-K fairly presents, in all
		material respects, the financial condition and results of operations
		of the company.

Marsha Baker
--------------------------
(Marsha Baker)
President

May 17, 2010