QUARTERLY REPORT FOR 12/09
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q/A
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED December 31, 2009 Commission file number 0-7376
Hynes & Howes Insurance Counselors, Inc.
(Exact name of registrant as specified on its charter)
Iowa 42-0948341
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2920 Harrison St., Davenport, Iowa 52803
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (563) 326-6401
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 90 days. Yes XX 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
EX-99.1
NOTES TO FINANCIAL STATEMENTS FOR 12/09
HYNES & HOWES INSURANCE COUNSELORS, INC.
Notes to Financial Statements
December 31, 2009
Note 1. Filing of Forms 8-K
A form 8-K was not required to be filed for the quarter reporting
any unusual charges or credits to the income or change in auditors.
Note 2. Management's Analysis of Income From Operations
Loss from operations for the three months ended December 31, 2009
increased $27,411 as compared to the three month period ended
December 31, 2008. This is due primarily to the loss from real
estate sales in 2009.
EX-99.2
OTHER INFORMATION FOR 12/09
HYNES & HOWES INSURANCE COUNSELORS, INC.
Part II: Other information
There were no events during this quarter that would be reportable
under the Items 1 through 3 of the Form 10-Q for Registrant.
Item 4(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
Form 10-Q/A. 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 December 31, 2009, our
principal executive officer and principal financial officer concluded
that our disclosure controls and procedures were effective as of
December 31, 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 December 31, 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 December 31, 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 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 report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the first quarter ended December 31, 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.
There were no events during this quarter that would be reportable
under the Items 5 through 8 of the Form 10-Q for Registrant.
Item 9. Exhibits and Reports on Form 8-K
There were no 8-K's filed during the quarter for which this report is
filed.
EX-99.3
REGULATION S-X FOR 12/09
Regulation S-X, Section 10-01 (b) (8)
This interim financial statement reflects all adjustments which
are, in the opinion of management, necessary to a fair statement
of the results for the interim period. The corporation has
no bonus or profit sharing arrangements to be settled at year-end.
EX-99.4
SIGNATURES FOR 12/09
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.
By:_____________________________________
Marsha Baker, President
This corporation has no treasurer.
Dated___________________ By:_____________________________________
Monica Wilcher, Secretary
EX-99.5
COMPUTATION OF EPS FOR 12/09
HYNES & HOWES INSURANCE COUNSELORS, INC.
Computation of Earnings (Loss) Per Common Share
For the Three Months Ended December 31, 2009 and 2008
(Unaudited)
Three Months Ended
Dec 31,
2009 2008
Common Shares Outstanding:
Beginning of Period 11,222,699 11,222,699
End of Period 11,222,699 11,222,699
Average Number of Shares
Outstanding for the Period 11,222,699 11,222,699
Net Income (Loss) $ (75,140) $ (47,729)
Earnings (Loss) Per Common Share:
Net Income $ 0.00 $ 0.00
EX-99.6
BALANCE SHEET FOR 12/09
HYNES & HOWES INSURANCE COUNSELORS, INC.
Balance Sheet
Dec 31, 2009 and 2008
(Unaudited)
Dec 31,
2009 2008
Assets
Current Assets:
Cash in Bank $ 19,135 $ 16,361
Other Current Assets 115 2,413
Total Current Assets $ 19,253 $ 18,774
Investments:
Contracts Receivable-Real Estate 16,762 269,092
Real Estate on Hand 34,000 0
Equipment 146 1,138
Total Investments $ 50,908 $ 270,004
Total Assets $ 70,161 $ 289,004
Liabilities and Stockholders' Equity
Current Liabilities:
Buyers Escrow $ 1,233 $ 4,574
Deferred Gross Profit 0 3,486
Total Current Liabilities $ 1,233 $ 8,060
Long Term Liabilities:
Total Long Term Liabilities $ 0 $ 0
Total Liabilities $ 1,233 $ 8,060
Stockholders' Equity:
Capital Stock, no par value, 100,000,000 shares
authorized, 11,260,675 shares issued $ 3,780,765 $ 3,780,765
Paid in Capital 100 100
Retained Earnings (Deficit) (3,678,685) (3,466,669)
Treasury Stock, at cost (33,252) (33,252)
Total Stockholders' Equity $ 68,928 $ 280,944
Total Liabilities and Stockholders'
Equity $ 70,161 $ 289,004
EX-99.7
STATEMENT OF OPERATIONS FOR 12/09
HYNES & HOWES INSURANCE COUNSELORS, INC.
Statement of Operations
For the Three Months Ended Dec 31, 2009 and 2008
(Unaudited)
The following Statements of Operations of Hynes & Howes Insurance Counselors,
Inc. for the three months ended Dec 31, 2009 and 2008, reflect, in the opinion
of the Company, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the results of operations for such
periods. The results for interim periods are not necessarily indicative of
results to be expected for the year.
Three Months Ended
Dec 31,
2009 2008
Operating Income:
Interest $ 1,440 $ 6,517
Other Income 123 180
Gain/(Loss) on Sale of Contracts (27,105) 2
Total Operating Income (25,542) 6,699
Operating Expenses:
Management Fees $ 19,500 $ 19,500
Legal and Audit 21,839 18,112
Other Operating Expenses 8,529 16,816
Total Operating Expenses $ 49,598 54,428
Income (Loss) from Operations $ (75,140) $(47,729)
Provision for Income Taxes $ 0 $ 0
Net Income (Loss) $ (75,140) $(47,729)
Earnings Per Common Share $ 0 $ 0
Dividends per Common Share $ 0 $ 0
EX-99.8
STATEMENT OF CASH FLOW FOR 12/09
HYNES & HOWES INSURANCE COUNSELORS, INC.
Statement of Cash Flow
For the Three Months Ended Dec 31, 2009 and 2008
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
Three Months Ended
Dec 31,
2009 2008
Cash Flows from Operating Activities:
Interest Received $ 1,440 $ 6,517
Other Income Received 123 180
Legal, Audit and Management Fees Paid (41,339) (37,612)
Cash Paid to Suppliers for
Operating Expenses (8,529) (16,321)
Net Cash Provided (Used)
by Operating Activities $ (48,305) $ (47,236)
Cash Flow from Investing Activities:
Principal Collected on Real Estate
Contracts $ 67,150 $ 40,362
Purchase of Real Estate 0 0
Buyers Escrow Received (Paid) (700) 621
Net Cash Provided (Used)
by Investing Activities $ 66,450 $ 40,983
Cash Flow from Financing Activities:
Net Cash Provided (Used)
by Financing Activities $ 0 $ 0
Net Increase (Decrease) in Cash
and Cash Equivalents $ 19,128 $ ( 6,253)
Cash & Cash Equivalents at
Beginning of Period $ 990 $ 22,614
Cash and Cash Equivalents at End of Period $ 19,135 $ 16,361
EX-27
ART. 5 FDS FOR 12/31/09
PERIOD-TYPE 3-months
FISCAL-YEAR-END SEP-30-2010
PERIOD-END DEC-31-2009
CASH 19,135
OTHER CURRENT ASSETS 115
RECEIVABLES 16,762
ALLOWANCES 0
REAL ESTATE 34,000
CURRENT-ASSETS 19,253
PP&E 19,252
DEPRECIATION (19,106)
TOTAL-ASSETS 70,161
CURRENT-LIABILITIES 1,233
BONDS 0
PREFERRED-MANDATORY 0
PREFERRED 0
COMMON 3,780,765
OTHER-SE 100
TOTAL-LIABILITY-AND-EQUITY 70,161
SALES 0
TOTAL-REVENUES (27,542)
CGS 0
TOTAL-COSTS 49,598
OTHER-EXPENSES 0
LOSS-PROVISION 0
INTEREST-EXPENSE 0
INCOME-PRETAX (75,140)
INCOME-TAX 0
INCOME-CONTINUING 0
DISCONTINUED 0
EXTRAORDINARY 0
CHANGES 0
NET-INCOME (75,140)
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 the quarterly report on Form 10-Q/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 18 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 Quarterly Report on Form 10-Q/A of the Company for the quarterly
period ended December 31, 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-Q fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Marsha Baker
- ---------------------
(Marsha Baker)
President
May 17, 2010