QUARTERLY REPORT FOR 03/10
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 March 31, 2010 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 03/10
HYNES & HOWES INSURANCE COUNSELORS, INC.
Notes to Financial Statements
March 31, 2010
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 six months ended March 31, 2010
decreased $2,375 as compared to the six month period ended
March 31, 2009. This is due primarily to the loss from real
estate sales in 2009 offset by reduced interest income in 2010.
EX-99.2
OTHER INFORMATION FOR 03/10
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 Report
Form 10-Q. 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 March 31, 2010, our
principal executive officer and principal financial officer concluded
that our disclosure controls and procedures were effective as of
March 31, 2010, 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 March 31, 2010
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 March 31, 2010
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 quarter ended March 31, 2010, 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 03/10
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 03/10
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 03/10
HYNES & HOWES INSURANCE COUNSELORS, INC.
Computation of Earnings (Loss) Per Common Share
For the Six Months Ended March 31, 2010 and 2009
(Unaudited)
Three Months Ended Six Months Ended
March 31, March 31,
2010 2009 2010 2009
Common Shares Outstanding:
Beginning of Period 11,222,699 11,222,699 11,222,699 11,222,699
End of Period 11,222,699 11,222,699 11,222,699 11,222,699
Average Number of Shares
Outstanding for the Period 11,222,699 11,222,699 11,222,699 11,222,699
Net Income (Loss) ( 1,543) (28,243) (73,597) (75,972)
Earnings (Loss) Per Common Share:
Net Income $ 0.00 $ 0.00 $ 0.00 $ 0.00
EX-99.6
BALANCE SHEET FOR 03/10
HYNES & HOWES INSURANCE COUNSELORS, INC.
Balance Sheet
March 31, 2010 and 2009
(Unaudited)
March 31,
2010 2009
Assets
Current Assets:
Cash in Bank $ 36,472 $ 15,067
Other Current Assets 0 0
Total Current Assets $ 36,472 $ 15,067
Investments:
Contracts Receivable-Real Estate 0 244,688
Real Estate on Hand 34,000 0
Equipment 0 890
Total Investments $ 34,000 $ 245,578
Total Assets $ 70,472 $ 260,645
Liabilities and Stockholders' Equity
Current Liabilities:
Buyers Escrow $ 0 $ 3,935
Deferred gain on sales 0 4,009
Accounts Payable 0 0
Total Current Liabilities $ 0 $ 7,944
Long Term Liabilities:
Total Long Term Liabilities $ 0 $ 0
Total Liabilities $ 0 $ 7,944
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) (3,677,141) (3,494,913)
Treasury Stock, at cost (33,252) (33,252)
Total Stockholders' Equity $ 70,472 $ 252,701
Total Liabilities and Stockholders'
Equity $ 70,472 $ 260,645
EX-99.7
STATEMENT OF OPERATIONS FOR 03/10
HYNES & HOWES INSURANCE COUNSELORS, INC.
Statement of Operations
For the Six Months Ended March 31, 2010 and 2009
(Unaudited)
The following Statements of Operations of Hynes & Howes Insurance Counselors,
Inc. for the six months ended March 31, 2010 and 2009, 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 Six Months Ended
March 31, March 31,
2010 2009 2010 2009
Operating Income:
Interest $ 1,488 $ 6,757 $ 2,928 $13,274
Other Income 28,367 (4,634) 1,384 ( 4,452)
Total Operating Income $29,855 $ 2,123 $ 4,312 $ 8,822
Operating Expenses:
Management Fees $19,500 $ 19,500 $39,000 $39,000
Legal and Audit 795 6,000 22,634 19,917
Other Operating Expenses 8,017 4,866 16,275 25,877
Total Operating Expenses$28,312 $ 30,366 $77,909 $84,794
Income(Loss)from Operations ( 1,543) $(28,243) $(73,597) $(75,972)
Provision for Income Taxes 0 0 0 0
Net Income (Loss) ( 1,543) $(28,243) $(73,597) $(75,972)
Earnings Per Common Share $ 0 $ 0 $ 0 $ 0
Dividends per Common Share $ 0 $ 0 $ 0 $ 0
EX-99.8
STATEMENT OF CASH FLOW FOR 03/10
HYNES & HOWES INSURANCE COUNSELORS, INC.
Statement of Cash Flow
For the Six Months Ended March 31, 2010 and 2009
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
Six Months Ended
March 31,
2010 2009
Cash Flows from Operating Activities:
Interest Received $ 2,928 $ 13,274
Other Income Received 376 757
Legal, Audit and Management Fees Paid (61,634) (58,917)
Cash Paid to Suppliers for
Operating Expenses (16,275) (25,878)
Net Cash Provided (Used)
by Operating Activities $ (74,605) $(70,764)
Cash Flow from Financing Activities:
Proceeds from loan receivable 0 0
Purchase of Equipment $ 0 0
Net Cash Provided (Used)
by Financing Activities $ 0 0
Cash Flow from Investing Activities:
Principal Collected on Real Estate
Contracts $ 95,265 $ 64,574
Purchase of Real Estate Contracts 0 0
Buyers Escrow Received (Paid Out) (3,316) (1,360)
Purchase of real estate 0 0
Net Cash Provided (Used)
by Investing Activities $ 91,949 $ 63,214
Net Increase (Decrease) in Cash
and Cash Equivalents $ 17,344 $ (7,550)
Cash & Cash Equivalents at
Beginning of Period $ 19,128 $ 22,614
Cash and Cash Equivalents at End of Period $ 36,472 $ 15,064
EX-27
ART. 5 FDS FOR 03/31/10
PERIOD-TYPE 6-MOS
FISCAL-YEAR-END SEP-30-2009
PERIOD-END MAR-31-2010
CASH 36,472
SECURITIES 0
RECEIVABLES 0
ALLOWANCES 0
INVENTORY 34,000
CURRENT-ASSETS 0
REAL ESTATE 0
PP&E 19,252
DEPRECIATION 19,252
TOTAL-ASSETS 70,472
CURRENT-LIABILITIES 0
LONG-LIABILITIES 0
BONDS 0
PREFERRED-MANDATORY 0
PREFERRED 0
COMMON 3,780,765
OTHER-SE 100
TOTAL-LIABILITY-AND-EQUITY 70,472
SALES 0
TOTAL-REVENUES 4,312
CGS 0
TOTAL-COSTS 77,909
OTHER-EXPENSES 0
LOSS-PROVISION 0
INTEREST-EXPENSE 0
INCOME-PRETAX (73,597)
INCOME-TAX 0
INCOME-CONTINUING 0
DISCONTINUED 0
EXTRAORDINARY 0
CHANGES 0
NET-INCOME (73,597)
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 quarterly report on Form 10Q/A of Hynes and
Howes Insurance Counselores, Inc., and;
(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) disclosed 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 equivalent functions):
(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 March 31, 2010, 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/A fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Marsha Baker
- ---------------------
(Marsha Baker)
President
May 17, 2010