U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
Registration Statement on Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS
ISSUERS
PIEZO INSTRUMENTS, INC.
------------------------
(Name of Small Business Issuer as specified in its charter)
N/A
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SEC FILE No.
UTAH 87-0425275
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(State or other jurisdiction of (I.R.S. incorporation or
organization) Employer I.D. No.)
5141 South Moormont Drive
Salt Lake City, Utah 84117
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(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (801) 277-0301
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
$0.001 Par Value Common Voting Stock
- ------------------------------------
Title of Class
DOCUMENTS INCORPORATED BY REFERENCE: See the Exhibit Index herein.
<PAGE>
PART I
Item 1. Description of Business.
- --------------------------------
Business Development.
- ---------------------
Organization and Charter Amendments
-----------------------------------
Piezo Instruments, Inc. (the "Company") was organized under the laws of the
State of Utah on April 10, 1984 under the name "Core-Tech, Inc.", to engage in
any lawful purpose.
The Company's initial authorized capital was $50,000.00 consisting of
50,000,000 shares of one mill ($0.001) par value common voting stock. A copy of
the Company's initial Articles of Incorporation is attached hereto and is
incorporated herein by reference. See Part III, Item 1.
On November 12, 1985, the Company's Articles of Incorporation were amended
to reflect a name change from "Core-Tech, Inc." to "Piezo Instruments, Inc." A
copy of the Articles of Amendment to the Articles of Incorporation is attached
hereto and is incorporated herein by reference. See Part III, Item 1.
On August 17, 1990 the Company was reinstated with the State of Utah after
being suspended on June 12, 1990, for failure to file an annual report.
Material Changes of Control Since Inception and Related Business History
------------------------------------------------------------------------
On August 31, 1985, the Company acquired 100% of the issued and outstanding
shares or subscriptions to purchase shares of common voting stock of Piezo
Instruments, Inc., a Utah Corporation, in exchange for the issuance of
14,800,000 shares of the Company's "unregistered" and "restricted" common voting
stock.
On June 14, 1984, pursuant to rule 504 of Regulation D of the Securities
and Exchange Commission, the Company commenced the offer and sale to the public
of 2,500,000 shares of its common voting stock at a price of $0.01 per share,
for the total sum of $25,000. The offering was completed on October 5, 1984.
Until 1987, the Company engaged in engineering, research, development, and
merchandising of electronic and electromechanical devices, equipment, and
accessories. The Company's activities were unsuccessful and it ceased active
operations in 1987.
<PAGE>
The Company currently has three beneficial holders, who collectively own
87% of its outstanding common stock; Yujiro Yamamoto, Ralph M. Wilkerson and
Charles Taggart. See the caption "Security Ownership of Certain Beneficial
Owners and Management," Part I, Item 4.
Sales of "Unregistered" and "Restricted" Securities Over the Past Three
Years
- -----
There have been no sales of any securities of the Company during the past
three years. See Part II, Item 4.
Business.
- ---------
Other than the above-referenced matters and seeking and investigating
potential assets, property or businesses to acquire, the Company has had no
material business operations for over five years. To the extent that the Company
intends to continue to seek the acquisition of assets, property or business that
may benefit the Company and its stockholders, it is essentially a "blank check"
company. Because the Company has limited assets and conducts no material
business, management anticipates that any such venture would require it to issue
shares of its common stock as the sole consideration to acquire the venture.
This may result in substantial dilution of the shares of current stockholders.
The Company's Board of Directors shall make the final determination whether to
complete any such venture; the approval of stockholders will not be sought
unless required by applicable laws, rules and regulations, its Articles of
Incorporation or Bylaws, or contract. The Company makes no assurance that any
future enterprise will be profitable or successful.
The auditor's discussion on the Company's liquidity, Note D of the audited
financial statements herein, is as follows: "The Company has accumulated losses
since reinstatement totaling $990, no assets and no operations at December 31,
1998. Financing for the Company's limited activities to date has been primarily
provided by borrowing from a stockholder. The Company's ability to achieve a
level of profitable operations and/or additional financing impacts the Company's
ability to continue as it is presently organized. Management is currently
seeking a well-capitalized merger candidate in order to commence its operations.
Should management be unsuccessful in its merger activities, it will have a
material adverse effect on the Company."
<PAGE>
The Company is not currently engaging in any substantive business activity
and has no plans to engage in any such activity in the foreseeable future. In
its present form, the Company may be deemed to be a vehicle to acquire or merge
with a business or company. The Company does not intend to restrict its search
to any particular business or industry, and the areas in which it will seek out
acquisitions, reorganizations or mergers may include, but will not be limited
to, the fields of high technology, manufacturing, natural resources, service,
research and development, communications, transportation, insurance, brokerage,
finance and all medically related fields, among others. The Company recognizes
that the number of suitable potential business ventures that may be available to
it may be extremely limited, and may be restricted to entities who desire to
avoid what these entities may deem to be the adverse factors related to an
initial public offering ("IPO"). The most prevalent of these factors include
substantial time requirements, legal and accounting costs, the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the lack
of or the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other conditions
or requirements imposed by various federal and state securities laws, rules and
regulations. Any of these types of entities, regardless of their prospects,
would require the Company to issue a substantial number of shares of its common
stock to complete any such acquisition, reorganization or merger, usually
amounting to between 80% and 95% of the outstanding shares of the Company
following the completion of any such transaction; accordingly, investments in
any such private entity, if available, would be much more favorable than any
investment in the Company.
Although the Company has not communicated with any other entity with
respect to any potential merger or acquisition transaction, management has
determined to file this Registration Statement on a voluntary basis. In order to
have stock quotations for its common stock on the National Association of
Securities Dealers' Automated Quotation System ("NASDAQ"), an issuer must have
such securities registered under the Securities and Exchange Act of 1934, as
amended (the "1934 Act"). Upon the effective date of this Registration
Statement, the Company's common stock will become registered for purposes of the
1934 Act. Management believes that this will make the Company more desirable for
entities that may be interested in engaging in a merger or acquisition
transaction. To the extent that management deems it advisable or necessary to
maintain a quotation of its common stock on any securities market, the Company
will voluntarily file periodic reports in the event its obligation to file such
reports is terminated under the 1934 Act. Further, in January 1999, the
Securities and Exchange Commission began requiring that all companies for which
stock quotations are maintained on the OTC Bulletin Board of the National
Assocation of Securities Dealers, Inc. ("NASD"), must be subject to and in
compliance with the reporting requirements on the 1934 Act. See the heading
"Risk Factors," specifically "No Market for Common Stock, No Market for Shares,"
herein.
<PAGE>
In the event that the Company engages in any transaction resulting in a
change of control of the Company and/or the acquisition of a business, the
Company will be required to file with the Commission a Current Report on Form
8-K within 15 days of such transaction. A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired, as well as pro
forma financial information consisting of a pro forma condensed balance sheet,
pro forma statements of income and accompanying explanatory notes.
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be determinative or provide any assurance of success. These may
include, but will not be limited to an analysis of the quality of the entity's
management personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its present financial
condition, projected growth potential and available technical, financial and
managerial resources; its working capital, history of operations and future
prospects; the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly or accurately
analyze, let alone describe or identify, without referring to specific objective
criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market strategies, plant or product expansion, changes in product emphasis,
future management personnel and changes in innumerable other factors. Further,
in the case of a new business venture or one that is in a research and
development mode, the risks will be substantial, and there will be no objective
criteria to examine the effectiveness or the abilities of its management or its
business objectives. Also, a firm market for its products or services may yet
need to be established, and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management, these activities
may be limited.
The Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor. The Company anticipates that
proposed business ventures will be made available to it through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital personnel,
members of the financial community and others who may present unsolicited
proposals. In certain cases, the Company may agree to pay a finder's fee or to
otherwise
<PAGE>
compensate the persons who submit a potential business endeavor in which the
Company eventually participates. Such persons may include the Company's
directors, executive officers, beneficial owners or their affiliates. In this
event, such fees may become a factor in negotiations regarding a potential
acquisition and, accordingly, may present a conflict of interest for such
individuals.
Although the Company has not identified any potential acquisition target,
the possibility exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors, beneficial owners
or their affiliates may have an ownership interest; a transaction of this type
would create a conflict of interest for such a person. Current Company policy
does not prohibit such transactions. Because no such transaction is currently
contemplated, it is impossible to estimate the potential pecuniary benefits to
these persons.
Further, substantial fees are often paid in connection with the completion
of these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders, after deduction of legal, accounting and other related expenses, and
it is not unusual for a portion of these fees to be paid to members of
management or to principal stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them. In the event that
such fees are paid, they may become a factor in negotiations regarding any
potential acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.
Any finder's fee would be negotiated once a prospective merger candidate
has been identified. Typically, a finder's fee is based upon a percentage,
ranging from 5% to 15% of the fees discribed above.
None of the Company's directors, executive officers or promoters, or their
affiliates or associates, has had any negotiations with any representatives of
the owners of any business or company regarding the possibility of an
acquisition or merger transaction with the Company. Nor are there any present
plans, proposals, arrangements or understandings with any such persons regarding
the possibility of any acquisition or merger involving the Company.
Risk Factors.
- -------------
In any business venture, there are substantial risks specific to the
particular enterprise which cannot be ascertained until a potential acquisition,
reorganization or merger candidate has been identified; however, at a minimum,
the Company's present and proposed business operations will be highly
speculative and be subject to the same types of risks inherent in any new or
unproven venture, and will include those types of risk factors outlined below.
<PAGE>
Auditor's Going Concern Opinion
-------------------------------
The auditors discussion on the Company's liquidity, Note D of the audited
financial statements herein, is as follows: "The Company has accumulated losses
since reinstatement totaling $990, no assets and no operations at December 31,
1998. Financing for the Company's limited activities to date has been primarily
provided by borrowing from a stockholder. The Company's ability to achieve a
level of profitable operations and/or additional financing impacts the Company's
ability to continue as it is presently organized. Management is currently
seeking a well-capitalized merger candidate in order to commence its operations.
Should management be unsuccessful in its merger activities, it will have a
material adverse effect on the Company."
Extremely Limited Assets; No Source of Revenue
----------------------------------------------
The Company has no assets and has had no revenue for over five years or to
the date hereof. Nor will the Company receive any revenues until it completes an
acquisition, reorganization or merger, at the earliest. The Company can provide
no assurance that any acquired business will produce any material revenues for
the Company or its stockholders or that any such business will operate on a
profitable basis.
Discretionary Use of Proceeds; "Blank Check" Company.
-----------------------------------------------------
Because the Company is not currently engaged in any substantive business
activities, as well as management's broad discretion with respect to the
acquisition of assets, property or business, the Company may be deemed to be a
"blank check" company. Although management intends to apply any proceeds it may
receive through the issuance of stock or debt to a suitable acquisition, subject
to the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose. The Company can provide no assurance that any use
or allocation of such proceeds will allow it to achieve its business objectives.
Absence of Substantive Disclosure Relating to Prospective Acquisitions.
----------------------------------------------------------------------
Because the Company has not yet identified any assets, property or business
that it may acquire, potential investors in the Company will have virtually no
substantive information upon which to base a decision whether to invest in the
Company. Potential investors would have access to significantly more information
if the Company had already identified a potential acquisition or if the
acquisition target had made an offering of its securities directly to the
public. The Company can provide no assurance that any investment in the Company
will not ultimately prove to be less favorable than such a direct investment.
Unspecified Industry and Acquired Business; Unascertainable Risks.
------------------------------------------------------------------
To date, the Company has not identified any particular industry or business
in which to concentrate its acquisition efforts. Accordingly, prospective
investors currently have no basis
<PAGE>
to evaluate the comparative risks and merits of investing in the industry or
business in which the Company may acquire. To the extent that the Company may
acquire a business in a high risk industry, the Company will become subject to
those risks. Similarly, if the Company acquires a financially unstable business
or a business that is in the early stages of development, the Company will
become subject to the numerous risks to which such businesses are subject.
Although management intends to consider the risks inherent in any industry and
business in which it may become involved, there can be no assurance that it will
correctly assess such risks.
Uncertain Structure of Acquisition
----------------------------------
Management has had no preliminary contact or discussions regarding, and
there are no present plans, proposals or arrangements to acquire any specific
assets, property or business. Accordingly, it is unclear whether such an
acquisition would take the form of an exchange of capital stock, a merger or an
asset acquisition. However, because the Company has virtually no resources as of
the date of this Registration Statement, management expects that any such
acquisition would take the form of an exchange of capital stock. See Part I,
Item 2.
Potential Dilution
------------------
The Company is authorized to issued 50,000,000 shares of common stock. As
of May 5, 1999, only 17,500,000 shares were issued and outstanding. The issuance
of additional shares in connection with any reorganization transaction or the
raising of capital may result in substantial dilution of the holdings of current
stockholders.
Limited Funds Available for Operating Expenses
----------------------------------------------
The Company currently has no assets. As a result, all funding necessary to
meet the Company's operating expenses in the next 12 months will likely be
advanced by management or principal stockholders as loans to the Company. See
the heading "Plan of Operation" of the caption "Management's Discussion and
Analysis or Plan of Operation," Part I, Item 2.
Lack of Public Information Regarding Acquisition
------------------------------------------------
As of the date of this Registration Statement, the Company has not
identified any potential merger or acquisition candidate. The Company does not
intend to limit its search to any particular business or industry. Stockholders
will not have access to any information about any such candidate until such time
as a transaction is completed and the Company files a Current Report on Form 8-K
disclosing the nature of such transaction.
<PAGE>
State Restrictions on "Blank Check" Companies
----------------------------------------------
A total of 36 states prohibit or substantially restrict the registration
and sale of "blank check" companies within their borders. Additionally, 36
states use "merit review powers" to exclude securities offerings from their
borders in an effort to screen out offerings of highly dubious quality. See
paragraph 8221, NASAA Reports, CCH Topical Law Reports, 1990. Although it has no
present plans to register or qualify its securities in any state, the Company
intends to comply fully with all state securities laws, and plans to take the
steps necessary to ensure that any future offering of its securities is limited
to those states in which such offerings are allowed. However, while the Company
has no substantive business operations and is deemed to a "blank check" Company,
these legal restrictions may have a material adverse impact on the Company's
ability to raise capital because potential purchasers of the Company's
securities must be residents of states that permit the purchase of such
securities. These restrictions may also limit or prohibit stockholders from
reselling shares of the Company's common stock within the borders of regulating
states.
By regulation or policy statement, several states place various
restrictions on the sale or resale of equity securities of "blank check" or
"blind pool" companies. These restrictions include, but are not limited to,
heightened disclosure requirements, exclusion from "manual listing" registration
exemptions for secondary trading privileges and outright prohibition of public
offerings of such companies.
In most jurisdictions, "blank check" and "blind pool" companies are not
eligible for participation in the Small Corporate Offering Registration ("SCOR")
program, which permits an issuer to notify the Securities and Exchange
Commission of certain offerings registered in such states by filing a Form D
under Regulation D of the Commission. The majority of states have adopted some
form of SCOR. States participating in the SCOR program also allow applications
for registration of securities by qualification by filing a Form U-7 with the
states' securities commissions. Nevertheless, the Company does not anticipate
making any SCOR offering or other public offering in the foreseeable future,
even in any jurisdiction where it may be eligible for participation in SCOR,
despite its status as a "blank check" or "blind pool" company.
The net effect of the above-referenced laws, rules and regulations will be
to place significant restrictions on the Company's ability to register, offer
and sell and/or to develop a secondary market for shares of the Company's common
stock in virtually every jurisdiction in the United States. These restrictions
should cease once and if the Company acquires a venture by purchase,
reorganization or merger, so long as the business operations succeeded to
involve sufficient activities of a specific nature.
Management to Devote Insignificant Time to Activities of the Company.
---------------------------------------------------------------------
Members of the Company's management are not required to devote their full
time to the affairs of the Company. Because of their time commitments, as well
as the fact that the Company has no business operations, the members of
management anticipate that they will devote an insignificant amount of time to
the activities of the Company, at least until such time as the Company has
identified a suitable acquisition target.
<PAGE>
Conflicts of Interest; Related Party Transactions.
--------------------------------------------------
Although the Company has not identified any potential acquisition target,
the possibility exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors, beneficial owners
or their affiliates may have an ownership interest. Such a transaction may occur
if management deems it to be in the best interests of the Company and its
stockholders, after consideration of the above referenced factors. A transaction
of this nature would present a conflict of interest to those parties with a
managerial position and/or an ownership interest in both the Company and the
acquired entity, and may compromise management's fiduciary duties to the
Company's stockholders. An independent appraisal of the acquired company may or
may not be obtained in the event a related party transaction is contemplated.
Furthermore, because management and/or beneficial owners of the Company's common
stock may be eligible for finder's fees or other compensation related to
potential acquisitions by the Company, such compensation may become a factor in
negotiations regarding such potential acquisitions.
Voting Control Held by One Person
---------------------------------
Due to Mr. Yamamoto's ownership of a majority of the shares of the
Company's outstanding common stock (approximately 58% of the outstanding voting
securities of the Company are owned by Mr. Yamamoto), this stockholder has the
ability to elect all of the Company's directors, who in turn elect all executive
officers, without regard to the votes of other stockholders. See the caption
"Security Ownership of Certain Beneficial Owners and Management," Part I, Item
4.
No Market for Common Stock; No Market for Shares.
-------------------------------------------------
Although the Company intends to submit for listing of its common stock on
the OTC Bulletin Board of the National Association of Securities Dealers, Inc.
(the "NASD"), there is currently no market for such shares; and there can be no
assurance that any such market will ever develop or be maintained. Any market
price for shares of common stock of the Company is likely to be very volatile,
and numerous factors beyond the control of the Company may have a significant
effect. In addition, the stock markets generally have experienced, and continue
to experience, extreme price and volume fluctuations which have affected the
market price of many small capital companies and which have often been unrelated
to the operating performance of these companies. These broad market
fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the Company's common stock in any market
that may develop. Sales of "restricted securities" under Rule 144 may also have
an adverse effect on any market that may develop. See the caption "Recent Sales
of Unregistered Securities," Part II, Item 4.
<PAGE>
In addition to the foregoing, in order to obtain a listing for its
securities on the OTC Bulletin Board, the Company will need to retain a
broker-dealer that is willing to act as a "market maker."
Only companies that report their current financial information to the
Securities and Exchange Commission may have their securities quoted on the OTC
Bulletin Board. Therefore, upon the effective date of this Registration
Statement, the Company may apply to have their securities quoted on the OTC
Bulletin Board. However, in the event that the Company loses this status as a
"reporting issuer," any future quotation of its common stock on the OTC Bulletin
Board may be jeopardized.
Risks of "Penny Stock."
----------------------
The Company's common stock may be deemed to be "penny stock" as that
term is defined in Rule 3a51-1 of the Securities and Exchange Commission. Penny
stocks are stocks (i) with a price of less than five dollars per share; (ii)
that are not traded on a "recognized" national exchange; (iii) whose prices are
not quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must
still meet requirement (i) above); or (iv) in issuers with net tangible assets
less than $2,000,000 (if the issuer has been in continuous operation for at
least three years) or $5,000,000 (if in continuous operation for less than three
years), or with average revenues of less than $6,000,000 for the last three
years.
There has been no "established public market" for the Company's common
stock during the last five years. At such time as the Company completes a merger
or acquisition transaction, if at all, it may attempt to qualify for listing on
either NASDAQ or a national securities exchange. However, at least initially,
any trading in its common stock will most likely be conducted in the
over-the-counter market in the "pink sheets" or the OTC Bulletin Board of the
NASD.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and
Rule 15g-2 of the Securities and Exchange Commission require broker-dealers
dealing in penny stocks to provide potential investors with a document
disclosing the risks of penny stocks and to obtain a manually signed and dated
written receipt of the document before effecting any transaction in a penny
stock for the investor's account. Potential investors in the Company's common
stock are urged to obtain and read such disclosure carefully before purchasing
any shares that are deemed to be "penny stock."
Moreover, Rule 15g-9 of the Securities and Exchange Commission requires
broker-dealers in penny stocks to approve the account of any investor for
transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
<PAGE>
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
Year 2000.
- ----------
Because the Company is not presently engaged in any substantial business
operations, management does not believe that computer problems associated with
the change of year to the year 2000 will have any material effect on its
operations. However, the possibility exists that the Company may merge with or
acquire a business that will be negatively affected by the "year 2000" problem.
The effect of such problem or the Company in the future can not be predicted
with any accuracy until such time as the Company identifies a merger or
acquisition target.
Principal Products and Services.
- --------------------------------
The limited business operations of the Company, as now contemplated,
involve those of a "blank check" company. The only activities to be conducted by
the Company are to seek out and investigate the acquisition of any viable
business opportunity by purchase and exchange for securities of the Company or
pursuant to a reorganization or merger through which securities of the Company
will be issued or exchanged.
Distribution Methods of the Products or Services.
- -------------------------------------------------
Management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts, professionals,
securities broker-dealers, venture capital personnel, members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
- --------------------------------------------------------
None; not applicable.
<PAGE>
Sources and Availability of Raw Materials and Names of Principal Suppliers.
- ---------------------------------------------------------------------------
None; not applicable.
Dependence on One or a Few Major Customers.
- -------------------------------------------
None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
- ------------------------------
None; not applicable.
Research and Development.
- -------------------------
None; not applicable.
Number of Employees.
- --------------------
None.
Item 2. Management's Discussion and Analysis or Plan of Operation.
- -------------------------------------------------------------------
Plan of Operation.
- ------------------
The Company has not engaged in any material operations or had any revenues
from operations during the last two fiscal years. The Company's plan of
operation for the next 12 months is to continue to seek the acquisition of
assets, property or business that may benefit the Company and its stockholders.
Because the Company has no resources, management anticipates that to achieve any
such acquisition, the Company will be required to issue shares of its common
stock as the sole consideration for such venture.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing or investigating any potential
business venture, which may be advanced by management or principal stockholders
as loans to the Company. Because the Company has not identified any such venture
as of the date of this Registration Statement, it is impossible to predict the
amount of any such loan. However, any such loan will not exceed $25,000 and will
be on terms no less favorable to the Company than would be available from a
commercial lender in an arm's length transaction. As of the date of this
Registration Statement, the Company has not actively begun to seek any such
venture.
<PAGE>
Results of Operations.
- ----------------------
The Company has had no material operations for over five years. It has
incurred losses of ($110) and ($110), for the years ended December 31, 1998 and
1997, respectively. The Company incurred losses of ($17,928) and ($110), for the
three month period ended March 31, 1999 and 1998, respectively.
Liquidity.
- ----------
The Company had no assets during the years ended December 31, 1998 and
1997. No contributions were made during the four month period ended April 30,
1999.
Item 3. Description of Property.
- ---------------------------------
The Company has no assets, property or business; its principal executive
office address and telephone number are the home address and telephone number of
Valerie Keating, and are provided at no cost. Because the Company has no current
business operations, its activities have been limited to keeping itself in good
standing in the State of Utah, and with preparing this Registration Statement
and the accompanying financial statements. These activities have consumed an
insignificant amount of management's time; accordingly, the costs to Mrs.
Keating of providing the use of her office and telephone have been minimal.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the share holdings of those persons who
own more than five percent of the Company's common stock as of the date hereof:
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- ---------------- ------------------ --------
<S> <C> <C>
Yujiro Yamamoto 10,155,500 58%
1201 Via La Jolla
San Clements, CA 92672
<PAGE>
Ralph M. Wilkerson* 3,871,000 22%
45 Dale Drive
Cody, WY 82414
Charles Taggart** 1,349,800 7.7%
P.O. Drawer 777
Salt Lake City, UT 84110
* Includes shares beneficially held by Mr. Wilkerson in the name of "W-Group" a
corporation in which Mr. Wilkerson is the majority shareholder, and Shirley
Wilkinson, his wife.
* Includes shares beneficially held by Mr. Taggart in the name of "Wind River
Trust".
</TABLE>
Security Ownership of Management.
- ----------------------------------
The following table sets forth the share holdings of the Company's
directors and executive officers as of the date hereof:
<TABLE>
Number of Shares
Beneficially Owned Percentage of
Name and Address as of 4/30/99 of Class
- ---------------- ------------------ -------------
<S> <C> <C>
Yujiro Yamamoto 10,155,500 58%
1201 Via La Jolla
San Clements, CA 92672
Ralph M. Wilkerson 3,871,000 22%
45 Dale Drive
Cody, WY 82414
Valerie S. Keating 0 0
5141 S. Moormont Dr.
Salt Lake City, UT 84117
</TABLE>
Changes in Control.
- -------------------
There are no present arrangements or pledges of the Company's securities
which may result in a change in control of the Company.
<PAGE>
Item 5. Directors, Executive Officers, Promoters and Control Persons.
- ----------------------------------------------------------------------
Identification of Directors and Executive Officers.
- ---------------------------------------------------
The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders (held in June of each year) or until their
successors are elected or appointed and qualified, or their prior resignations
or terminations.
<TABLE>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---- ----------- --------------
<S> <C> <C> <C>
Yujiro Yamamoto Director and 1984 *
President
Ralph M. Wilkerson Director and 1994 *
"Buck" Secretary/
Treasurer
Valerie S. Keating Director 1996 *
</TABLE>
* These persons presently serve in the capacities indicated.
Business Experience.
- --------------------
Yujiro Yamamoto, President and a director is 70 years of age. Mr. Yamamoto
received his Ph.D. and M.Sc. Degrees from UCLA, and his B.E.E. from Waseda
University in Japan. Mr. Yamamoto has been working with Y2 Ultra-Filter, Inc., a
Wyoming corporation since 1993.
Ralph M. Wilkerson, Secretary/Treasurer and a director is 67 years of age.
Mr. Wilkerson is a retired U.S. Army Lt. Colonel. Since retirement, Mr.
Wilkerson has engaged in investment banking and real-estate in Cody Wyoming. Mr.
Wilkerson has studied at the University of Maryland, Georgetown University,
University of North Carolina, and the Foreign Service Institute of the U.S.
State Department.
<PAGE>
Valerie Keating, a director is 35 years of age. Mrs. Keating has been
employed by Alliant Techsystems, an aerospace company in Utah for the past
fourteen years. She has held various positions at Alliant Techsystems, including
Manufacturing/Process Engineer, Hazards Analyst, Science and Technology
Engineer, and Project Engineer. She has a Bachelor of Science degree in Chemical
Engineering from Montana State University.
Other "Public Shell" Activities.
- --------------------------------
None of the directors and executive officers are or have ever been involved
in any blank check public offerings and have no plans to engage in such an
offering. Furthermore, none of the current directors or executive officers were
involved when the Company had operations.
None of the Company's officers are currently involved in any other
company that could be deemed to be a "blank check" company.
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers.
Family Relationships.
- ---------------------
Valerie Keating who is Mr. Wilkerson's daughter. There are no other family
relationships between any director or executive officer, whether by blood or
marriage.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of the
Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy or
two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or
(4) was found by a court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.
<PAGE>
Item 6. Executive Compensation.
- --------------------------------
There has been no executive compensation paid by the Company for
services rendered in the last three years.
No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the calendar
years ended December 31, 1998 or 1997, or the period ending on the date of this
Registration Statement. Further, no member of the Company's management has been
granted any option or stock appreciation rights; accordingly, no tables relating
to such items have been included within this Item.
There are no conditions relating to payment of compensation to officers and
directors that a target company must comply with and loans made by shareholders
to the Company will most likely be forgiven with no recourse upon closing of a
transaction. No loans have been made or are anticipated to be made to officers,
directors, affiliates, or lending institutions.
<PAGE>
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
- -------------
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or its subsidiaries, any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
<PAGE>
Item 7. Certain Relationships and Related Transactions.
- --------------------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be a
party, in which the amount involved exceeded $60,000 and in which any director
or executive officer, or any security holder who is known to the Company to own
of record or beneficially more than five percent of the Company's common stock,
or any member of the immediate family of any of the foregoing persons, had a
material interest.
Certain Business Relationships.
- -------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be a
party, in which the amount involved exceeded $60,000 and in which any director
or executive officer, or any security holder who is known to the Company to own
of record or beneficially more than five percent of the Company's common stock,
or any member of the immediate family of any of the foregoing persons, had a
material interest.
Indebtedness of Management.
- ---------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be a
party, in which the amount involved exceeded $60,000 and in which any director
or executive officer, or any security holder who is known to the Company to own
of record or beneficially more than five percent of the Company's common stock,
or any member of the immediate family of any of the foregoing persons, had a
material interest.
Parents of the Issuer.
- ----------------------
The Company has no parents, except to the extent that Mr. Yamamoto may
be deemed to be a parent by virtue of his stock holdings. See the caption
"Security Ownership of Certain Beneficial Owners and Management" Part I, Item 4.
Transactions with Promoters.
- ----------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be a
party, in which the amount involved exceeded $60,000 and in which any promoter
or founder, or any member of the immediate family of any of the foregoing
persons, had a material interest.
<PAGE>
Item 8. Description of Securities.
- -----------------------------------
The Company has one class of securities authorized, consisting of
50,000,000 shares of $0.001 par value common voting stock. The holders of the
Company's common stock are entitled to one vote per share on each matter
submitted to a vote at a meeting of stockholders. The shares of common stock do
not carry cumulative voting rights in the election of directors.
Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock or other securities. The common stock is not
subject to redemption rights and carries no subscription or conversion rights.
All shares of the common stock now outstanding are fully paid and
non-assessable.
There are no outstanding options, warrants or calls to purchase any of
the authorized securities of the Company.
There is no provision in the Company's Articles of Incorporation, as
amended, or Bylaws, that would delay, defer, or prevent a change in control of
the Company.
PART II
Item 1. Market Price of and Dividends on the Company's Common Equity and
Other Stockholder Matters.
- --------------------------
Market Information.
- -------------------
There has never been any established "public market" for shares of
common stock of the Company. The Company intends to submit for quotation of its
common stock on the OTC Bulletin Board of the NASD; however, management does not
expect any public market to develop unless and until the Company completes an
acquisition, reorganization or merger. In any event, no assurance can be given
that any market for the Company's common stock will develop or be maintained. If
a public market ever develops in the future, the sale of "unregistered" and
"restricted" shares of common stock pursuant to Rule 144 of the Commission by
members of management may have a substantial adverse impact on any such public
market, and all of the current and former members of management have already
satisfied the "holding period" requirement of Rule 144. See the caption "Recent
Sales of Unregistered Securities," Part II, Item 4.
<PAGE>
Holders.
- --------
The number of record holders of the Company's common stock as of the date
of this Registration Statement is approximately 205.
Dividends.
- ----------
The Company has not declared any cash dividends with respect to its
common stock, and does not intend to declare dividends in the foreseeable
future. The future dividend policy of the Company cannot be ascertained with any
certainty, and if and until the Company completes any acquisition,
reorganization or merger, no such policy will be formulated. There are no
material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its securities.
Item 2. Legal Proceedings.
- ---------------------------
The Company is not a party to any pending legal proceeding. To the
knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against the Company. No director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the Company's common stock is a party adverse to
the Company or has a material interest adverse to the Company in any proceeding.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
There have been no changes in the Company's principal independent
accountant in the past two fiscal years or as of the date of this Registration
Statement. The current accountant for the Company audited its last financial
statements for the year ended December 31, 1998.
Item 4. Recent Sales of Unregistered Securities.
- -------------------------------------------------
There have been no sales of unregistered securities of the Company in the
past five years.
Item 5. Indemnification of Directors and Officers.
- ------------------------------------------------------------
Section 16-10a-902(1) of the Utah Revised Business Corporation Act
authorizes a Utah corporation to indemnify any director against liability
incurred in any proceeding if he or she acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Section 16-10a-902(4) prohibits a Utah corporation from indemnifying a
director in a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or in a proceeding in which the
director was adjudged liable on the basis that he or she improperly received a
personal benefit. Otherwise, Section 16-10a-902(5) allows indemnification for
reasonable expenses incurred in connection with a proceeding by or in the right
of a corporation.
<PAGE>
Unless limited by the Articles of Incorporation, Section 16-10a-905
authorizes a director to apply for indemnification to the court conducting the
proceeding or another court of competent jurisdiction. Section 16-10a-907(1)
extends this right to officers of a corporation as well.
Unless limited by the Articles of Incorporation, Section 16-10a-903
requires that a corporation indemnify a director who was successful, on the
merits or otherwise, in defending any proceeding to which he or she was a party
against reasonable expenses incurred in connection therewith. Section
16-10a-907(1) extends this protection to officers of a corporation as well.
Pursuant to Section 16-10a-904(1), the corporation may advance a
director's expenses incurred in defending any proceeding upon receipt of an
undertaking and a written affirmation of his or her good faith belief that he or
she has met the standard of conduct specified in Section 16-10a-902. Unless
limited by the Articles of Incorporation, Section 16-10a-907(2) extends this
protection to officers, employees, fiduciaries and agents of a corporation as
well.
Regardless of whether a director, officer, employee, fiduciary or
agent has the right to indemnity under the Utah Revised Business Corporation
Act, Section 16-10a-908 allows the corporation to purchase and maintain
insurance on his or her behalf against liability resulting from his or her
corporate role.
PART F/S
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
- --------------------
Audited Financial Statements for the year
December 31, 1998
---------------------------------------
Independent Auditors' Report
Balance Sheet for the year ending December 31, 1998
Statements of Operations for the years ending December 31, 1998 and 1997,
and since reinstatement [August 17, 1990] to December 31, 1998.
Statements of Stockholders' Equity for the years ending December 31, 1998
and 1997, and since reinstatement [August 17, 1990] to December 31,
1998.
Statements of Cash Flows for the years ending December 31, 1998 and 1997,
and since reinstatement [August 17, 1990] to December 31, 1998.
Notes to the Financial Statements
Unaudited Financial Statements for the period
April 30, 1999
------------------
Balance Sheet
Statement of Operations
Statements of Cash Flows
<PAGE>
PART III
Item 1. Index to Exhibits.
- ---------------------------
The following exhibits are filed as a part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description*
- ------ ------------
<S> <C>
3.1 Initial Articles of Incorporation
3.2 By-laws
3.3 Certificate of Amendment to Articles of Incorporation
dated November 17, 1995 regarding name change to Piezo from Core-Tech
27 Financial Data Schedule
</TABLE>
<PAGE>
* Summaries of all exhibits contained within this Registration
Statement are modified in their entirety by reference to these Exhibits.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant has caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized.
PIEZO INSTRUMENTS, INC.
Date: 5-20-99 By/S/Yujiro Yamamoto
-----------------------------
Yujiro Yamamoto, Director and President
Date: 5-20-99 By/S/Ralph Wilkerson
-----------------------------
Ralph Wilkerson, Director and Vice President
<PAGE>
PIEZO INSTRUMENTS, INC.
[A Development Stage Company]
FINANCIAL STATEMENTS
December 31, 1998
[WITH INDEPENDENT AUDITORS REPORT]
<PAGE>
<TABLE>
<CAPTION>
PIEZO INSTRUMENTS, INC.
[A Development Stage Company]
Table of Contents
Page
<S> <C>
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Balance Sheet - December 31, 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Statements of Stockholders' Equity/(Deficit) for the Period from
Reinstatement [August 17, 1990] through December 31, 1998 . . . . . . . . . . . . . . . . . . . . 3
Statements of Operations for the Years Ended December 31, 1998 and December 31,
1997, and for the Period from Reinstatement [August 17, 1990]
through December 31, 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . 4
Statements of Cash Flows for the Years Ended December 31, 1998 and December 31,
1997, and for the Period from Reinstatement [August 17, 1990]
through December 31, 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 5
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 - 7
</TABLE>
<PAGE>
Board of Directors and Stockholders
PIEZO INSTRUMENTS, INC.
Salt Lake City, Utah
We have audited the accompanying balance sheets of Piezo Instruments, Inc. [a
development stage company] as of December 31, 1998, and the related statements
of stockholders' equity/(deficit), operations, and cash flows for the years
ended December 31, 1998 and 1997, and for the period from reinstatement [August
17, 1990] through December 31, 1998. 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 audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 Piezo Instruments, Inc. as of
December 31, 1998, and the results of its operations and its cash flows for the
years ended December 31, 1998 and 1997, and for the period from reinstatement
[August 17, 1990] through December 31, 1998, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that Piezo
Instruments, Inc. will continue as a going concern. As discussed in Note D to
the financial statements, the Company has accumulated losses from reinstatement
and presently has no prospects for commencing operations or generating revenue.
These issues 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 D. The financial statements do not include any adjustment that might result
from the outcome of this uncertainty.
---------------------------------------
Mantyla McReynolds
January 29, 1999
Salt Lake City, Utah
<PAGE>
<TABLE>
<CAPTION>
PIEZO INSTRUMENTS, INC.
[A Development Stage Company]
Balance Sheet
December 31, 1998
1998
<S> <C>
ASSETS
Current Assets
Cash - Note B .................................... $ -0-
---
Total Current Assets ...................................... -0-
---
TOTAL ASSETS .............................................. $ -0-
===
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities
Accounts payable ................................. $ -0-
Stockholder loan - Note E ........................ 890
Income taxes payable - Notes A & C ............... 100
---
Total Current Liabilities ................................. 990
TOTAL LIABILITIES .................................................. 990
STOCKHOLDERS' DEFICIT
Capital stock - 50,000,000 shares authorized at $0.001 par;
18,500,000 shares issued and outstanding ............... 18,500
Additional paid-in capital ................................ 108,200
Deficit accumulated during development stage .............. (127,690)
---
TOTAL STOCKHOLDERS' DEFICIT ........................................ (990)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ........................ $ -0-
</TABLE>
See accompanying notes to financial statements
2
<PAGE>
<TABLE>
<CAPTION>
PIEZO INSTRUMENTS, INC.
[A Development Stage Company]
Statements of Stockholders' Equity/(Deficit)
For the Period from Reinstatement [August 17, 1990] through December 31, 1998
Deficit
Accumulated
Additional During Total
Number of Common Paid-in Development Stockholders'
Shares Stock Capital Stage Equity/(Deficit)
------------------ ------------------ ------------------ -------------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Balance, August 17, 1990 18,500,000 18,500 108,200 (126,700) $ -0-
Net loss for the year ended
December 31, 1990 (110) (110)
------------------ ------------------ ------------------ -------------------- -----------------
Balance, December 31, 1990 18,500,000 18,500 108,200 (126,810) (110)
Net loss for the year ended
December 31, 1991 (110) (110)
------------------ ------------------ ------------------ -------------------- -----------------
Balance, December 31, 1991 18,500,000 18,500 108,200 (126,920) (220)
Net loss for the year ended
December 31, 1992 (110) (110)
------------------ ------------------ ------------------ -------------------- -----------------
Balance, December 31, 1992 18,500,000 18,500 108,200 (127,030) (330)
Net loss for the year ended
December 31, 1993 (110) (110)
------------------ ------------------ ------------------ -------------------- -----------------
Balance, December 31, 1993 18,500,000 18,500 108,200 (127,140) (440)
Net loss for the year ended
December 31, 1994 (110) (110)
------------------ ------------------ ------------------ -------------------- -----------------
Balance, December 31, 1994 18,500,000 18,500 108,200 (127,250) (550)
Net loss for the year ended
December 31, 1995 (110) (110)
------------------ ------------------ ------------------ -------------------- -----------------
Balance, December 31, 1995 18,500,000 18,500 108,200 (127,360) (660)
Net loss for the year ended
December 31, 1996 (110) (110)
------------------ ------------------ ------------------ -------------------- -----------------
Balance, December 31, 1996 18,500,000 18,500 108,200 (127,470) (770)
Net loss for the year ended
December 31, 1997 (110) (110)
------------------ ------------------ ------------------ -------------------- -----------------
Balance, December 31, 1997 18,500,000 18,500 108,200 (127,580) (880)
Net loss for the year ended
December 31, 1998 (110) (110)
------------------ ------------------ ------------------ -------------------- -----------------
Balance, December 31, 1998 18,500,000 $ 18,500 $ 108,200 $ (127,690) $ (990)
================== ================== ================== ==================== =================
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
<TABLE>
<CAPTION>
PIEZO INSTRUMENTS, INC.
[A Development Stage Company]
Statements of Operations
For the Years Ended December 31, 1998 and
1997, and for the Period from Reinstatement [August 17,
1990] through December 31, 1998
For the Period
For the Year Ended For the Year Ended from Reinstatement to
December 31, 1998 December 31, 1997 December 31, 1998
<S> <C> <C> <C>
Revenues $ -0- $ -0- $ -0-
Expenses 10 10 90
---------------------- ----------------- -----------------
Loss Before Income Tax (10) (10) (90)
Income taxes- Notes A & C 100 100 900
--------------------- ---------------- -----------------
Net Loss $ (110) $ (110) $ (900)
=================== ============== ===============
Net Loss Per Share $ (.01) $ (.01) $ (.01)
==================== ============== ================
Weighted Average
Shares Outstanding 18,500,000 18,500,000 18,500,000
=================== ============== ================
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
<TABLE>
<CAPTION>
PIEZO INSTRUMENTS, INC.
[A Development Stage Company]
Statements of Cash Flows
For the Years Ended December 31, 1998 and
1997, and for the Period from Reinstatement [August 17,
1990] through December 31, 1998
For the Period from
For the Year Ended For the Year Ended Reinstatement to
December 31, 1998 December 31, 1997 December 31, 1998
----------------- ----------------- -----------------
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net Loss ........................................ $ (110) $ (110) $ (990)
Adjustments to reconcile net income to net
cash provided by operating activities:
Increase/(decrease) in:
Income taxes payable .......... 100 -0- 100
Shareholder loan .............. 10 11 890
------------ ----------------- ---------------
Net Cash Used For Operating Activities .......... -0- -0- -0-
Net Increase (Decrease) in Cash ................ -0- -0- -0-
Beginning Cash Balance .......................... -0- -0-
Ending Cash Balance ............................. $ -0- $ -0- $ -0-
============ ================ ================
Supplemental Disclosure of Cash Flow Information:
Cash paid for the period for interest ........... $ -0- $ -0- $ -0-
Cash paid for the period for income taxes ....... -0- -0- -0-
</TABLE>
See accompanying notes to financial statements
5
<PAGE>
PIEZO INSTRUMENTS, INC.
Notes to Financial Statements
December 31, 1998
NOTE A Summary of Significant Accounting Policies
Company Background
The Company originally incorporated under the laws of the State of Utah
on April 10, 1984 using the name Core-Tech, Inc., to engage in various
activities in the natural resources industry. On October 15, 1985 the
Company entered into an agreement and plan of reorganization whereby
Core-Tech, Inc. would acquire 100% of all outstanding shares of Piezo
Instruments, Inc., a Utah Corporation. Core-Tech, Inc. issued
14,800,000 shares of $.001 par value stock to the shareholders of Piezo
Instruments, Inc. The acquisition of Piezo Instruments, Inc. by
Core-Tech, Inc. was considered a "pooling of interests." At the annual
meeting held on November 12, 1985, the stockholders of Core-Tech, Inc.
voted to change the name of the Company to Piezo Instruments, Inc. and
expanded the purpose of the Company to include the design, development,
and marketing of electrical and other devises. The Company was not
successful in beginning its planned principal operations through 1987
and essentially ceased all attempts. In 1990, the Company was
reinstated but remained dormant.
Piezo Instruments, Inc., still a development stage company, has yet to
commence its planned principal operations and has been in an
essentially dormant status for the last eleven years.
Income Taxes
In February 1992, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standard (SFAS) No. 109,
"Accounting For Income Taxes," which is effective for fiscal years
beginning after December 15, 1992. SFAS No. 109 requires the asset and
liability method of accounting for income taxes. The asset and
liability method requires that the current or deferred tax consequences
of all events recognized in the financial statements are measured by
applying the provisions of enacted tax laws to determine the amount of
taxes payable or refundable currently or in future years. The Company
adopted SFAS No. 109 for financial reporting purposes in 1993. See Note
C below.
Net Loss Per Common Share
Net loss per common share is based on the weighted average number of
shares outstanding.
Use of Estimates in Preparation of Financial Statements
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.
NOTE B Cash
Cash is comprised of cash on hand or on deposit in banks. The Company
has no cash as of December 31, 1998
6
<PAGE>
PIEZO INSTRUMENTS, INC.
Notes to Financial Statements
December 31, 1998
NOTE C Change in Accounting Principle -- Accounting for Income Taxes
-------------------------------------------------------------
During 1993, the Company adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes." The cumulative effect
of this change in accounting for income taxes as of January 1, 1993 is
$0, due to operating losses carried forward from prior years and
unlikely nature of future earnings. For the years ended December 31,
1998 and 1997, the Company had no significant income tax expenses due
to no operations during those periods. Any deferred tax benefit arising
from the operating losses carried forward, the benefits of which will
expire in various amounts through 2014, would be offset entirely by a
valuation allowance since it is not likely that the Company will be
sufficiently profitable in the future to take advantage of the losses.
The Company has no timing differences.
The amount shown on the balance sheet for income taxes payable
represents the annual minimum amount due to the State of Utah.
NOTE D Liquidity
The Company has accumulated losses since reinstatement totaling $990,
no assets and no operations at December 31, 1998. Financing for the
Company's limited activities to date has been primarily provided by
borrowing from a stockholder. The Company's ability to achieve a level
of profitable operations and/or additional financing impacts the
Company's ability to continue as it is presently organized. Management
is currently seeking a well-capitalized merger candidate in order to
commence its operations. Should management be unsuccessful in its
merger activities, it will have a material adverse effect on the
Company.
NOTE E Stockholder Loan
A stockholder has paid tax and filing expenses on behalf of the Company
in the amount of $110 during the year ended December 31, 1998 and $110
during the year ended December 31, 1997. The Company has recorded a
liability for these expenses to the stockholder. The unsecured loan
bears no interest and is due on demand.
7
<PAGE>
<TABLE>
<CAPTION>
PIEZO INSTRUMENTS, INC.
BALANCE SHEET
MARCH 31, 1999
3/31/99
--------------
[Unaudited]
ASSETS
<S> <C>
Total Current Assets $ 0
--------------
Total Assets $ 0
==============
LIABILITIES & EQUITY
Current Liabilities:
Loans from stockholders $ 18,818
--------------
Total Liabilities 18,818
Stockholders' Deficit:
Capital Stock--50,000,000 shares authorized
having a par value of $.001 per share; 17,500,000
shares issued and outstanding 17,500
Additional Paid-in Capital 109,200
Accumulated Deficit (145,518)
--------------
Total Stockholders' Deficit (18,818)
--------------
Total Liabilities and Stockholders' Deficit 0
==============
</TABLE>
NOTE TO FINANCIAL STATEMENTS:
Interim financial statements reflect all adjustments which are, in the opinion
of management, necessary to a fair statement of the results for the periods.
These financial statements conform with the requirements for interim financial
statements and consequently do not include all the disclosures normally required
by generally accepted accounting principles.
Capital Stock:
In March of 1999, the Company canceled 1,000,000 shares of common stock
that had been issued as part of an exchange of securities with another
corporation in 1986. The original transaction was voided when original planned
operations never materialized and the shares were returned to the Company.
<PAGE>
<TABLE>
<CAPTION>
PIEZO INSTRUMENTS, INC.
STATEMENTS OF OPERATIONS
For the Three Month Periods Ended March 31, 1999 and 1998
Three Months Three Months
Ended Ended
3/31/99 3/31/98
[Unaudited] [Unaudited]
<S> <C> <C>
REVENUE
Revenue from Operations $ 0 $ 0
Total Revenue 0 0
General and Administrative Expenses 17,828 10
=============== ===============
Net Income Before Taxes (17,828) (10)
=============== ===============
Income/Franchise Taxes 100 100
Net Loss (17,928) (110)
Loss Per Share (0.01) (0.01)
=============== ===============
Weighted Average Shares Outstanding 18,250,000 18,500,000
=============== ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PIEZO INSTRUMENTS, INC.
STATEMENTS OF CASH FLOWS
For the Three Month Periods Ended March 31, 1999 and 1998
Three Months Three Months
Ended Ended
3/31/99 3/31/98
[Unaudited] [Unaudited]
<S> <C> <C>
Cash Flows Used For Operating Activities
Net Loss $ (17,928) $ (110)
Adjustments to reconcile net loss to net cash
used in operating activities:
Issued stock to directors
Increase/(Decrease) in loans from shareholder 17,928 110
============== ==============
Net Cash Used For Operating Activities 0 0
============== ==============
Cash Flows Provided by Financing Activities 0 0
Net Increase In Cash 0 0
Beginning Cash Balance 0 0
Ending Cash Balance $ 0 $ 0
</TABLE>
<PAGE>
ARTICLES OF INCORPORATION
OF
CORE-TECH INC.
We, the undersigned named natural persons of the age of twenty-one years
or more, acting as incorporators of corporation under the Utah Business
Corporation Act, adopt the following articles of incorporation for such
corporation:
ARTICLE I
NAME
The name of the corporation is CORE-TECH INC.
ARTICLE II
PERIOD OF DURATION The period of duration
of the corporation is perpetual.
ARTICLE III
PURPOSES AND POWERS
The corporation shall have unlimited power to engage in and to do any
lawful act concerning any or all lawful business for which corporation may be
organized under the Utah Business Corporation Act, including but not limited to,
the following:
(a) The acquisition exploration, development, and marketing of oil and
gas resources, mineral resources, and other natural resources, together with
research, development and marketing of high technology equipment and materials
related to the natural resources industry as well as any other industry or
field.
<PAGE>
(b) to engage in any lawful act or activity for which corporations may
be organized under the Utah Business Corporation Act.
(C) to have and to exercise all rights and powers from time to time
granted to a corporation by law including, without limitation, the power to
enter into any partnership, joint venture, or other arrangement where the
management of the business of the corporation is delegated in whole or in part.
(d) to own real and personal property, necessary or appropriate to the
general business purposes of this corporation, and may invest in real estate,
mortgages, stocks, bonds, and any other types of investment.
Each of the above clauses shall be construed as a separate statement
conferring independent purposes and powers upon the corporation, but each of the
clauses of this Article III shall not in any way be limited by reference to or
in reference from one another.
ARTICLE IV
CAPITAL STOCK
The aggregate number of shares which the corporation shall have
authority to issue is Fifty Million (50,000,000) shares of $0.001 (one mill) per
value common voting stock.
ARTICLE V
STOCK CLASSES AND PREFERENCES
The corporation shall have only one class of common voting stock and no
preferred stock shall be authorized.
ARTICLE VI
<PAGE>
COMMENCEMENT OF BUSINESS
The corporation shall not commence business until consideration of the
value of at least ONE THOUSAND DOLLARS ($1,000.00) has been received for the
issuance of shares.
ARTICLE VII
PRE-EMPTIVE RIGHTS
The shareholders of the corporation shall not have preemptive rights to
purchase stock subsequently issued by the corporation.
ARTICLE VIII
VOTING OF SHARES
Each outstanding share of the common stock of the corporation shall be
entitled to one vote on each matter submitted to a vote at a meeting of the
shareholders, each shareholder be entitled to vote his shares in person or by
proxy executed in writing by such shareholder or by his duly authorized attorney
in fact. At each election for directors, every shareholder entitled to vote at
such election shall have the right to vote in person or by proxy the number of
shares owned by him for as many persons as there are directors to be elected.
Shareholders shall have no right whatsoever to accumulate their votes with
regard to such election.
<PAGE>
ARTICLE IX
TRANSFER RESTRICTIONS
Shares of stock in this corporation shall not be transferred or sold
until the sale or transfer shall have been reported to the Board of Directors
and unanimously approved by them.
ARTICLE X
INITIAL REGISTERED OFFICE AND AGENT
The address of the initial registered office of the corporation is 3276
Alta Hills Drive, Sandy, Utah 84092 and the name of its initial registered agent
at such address is Paul Burton.
ARTICLE XI
INITIAL BOARD OF DIRECTORS
The number of directors constituting the initial Board of Directors of
the corporation is three (3), and the names and addresses of the persons who are
to serve as directors until the first annual meeting of shareholders or until
their successors are elected and shall qualify are:
NAME ADDRESS
Paul Burton 3276 Alta Hills Dr.
Sandy, Utah 84092
John Slater 11527 High Mountain Dr.
Sandy, Utah 84092
Robert C. Adams 953 Hyland Lake Dr.
Salt Lake City, Utah 84121
<PAGE>
ARTICLE XII
INCORPORATORS
The names and addresses of the incorporators are:
NAME ADDRESS
Paul Burton
3276 Alta Hills Dr.
Sandy, Utah 84092
John Slater
11527 High mountain Dr.
Sandy, Utah 84092
Robert C. Adams
953 Hyland Lake Dr.
Salt Lake City, Utah 84121
DATED this 30th day of March, 1984.
March 30, 1984 By/S/Paul Burton
March 30, 1984 By/S/John Slater
March 30, 1984 By/S/Robert C. Adams
STATE OF UTAH
SS.
COUNTY OF
SUBSCRIBED AND SWORN TO before me this 30th day of March, 1984.
By/S/ Notary Public
NOTARY PUBLIC
Residing in: Murray, Utah
My Commission Expires:
7-1-84
<PAGE>
BY-LAWS
OF
PIEZO-INSTRUMENTS, INC.
ARTICLE I - OFFICES
The principal office of the corporation in the State of Utah shall be
located at 255 East 400 South, Suite 200, Salt Lake City, Utah 84111. The
corporation may have such other offices, either within or without the State of
incorporation as the board of directors may designate or as the business of the
corporation may from time to time require.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING.
The annual meeting of the stockholders shall be held on the 15th day of July in
each year, beginning with the year 1986, at the hour 10:00 o'clock A.M., for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual meeting shall be a
legal holiday such meeting shall be held on the next succeeding business day.
2. SPECIAL MEETINGS.
Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the president or by the
directors, and shall be called by the president at the request of the holders of
not less than thirty per cent of all the outstanding shares of the corporation
entitled to vote at the meeting.
3. PLACE OF MEETING.
The directors may designate any place, either within or without the State unless
otherwise prescribed by statute, as the place of meeting for any annual meeting
or for any special meeting called by the directors. A waiver of notice signed by
all stockholders entitled to vote at a meeting may designate
By-Laws 1
<PAGE>
any place, either within or without the state unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation.
4. NOTICE OF MEETING.
Written or printed notice stating the place, day and and hour of the meeting
and, in case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than ten days nor more than thirty days
before the date of the meeting, either personally or by mail, by or at the
direction of the president, or the secretary, or the officer or persons calling
the meeting, to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the stockholder at his address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or stockholders entitled
to receive payment of any dividend, or in order to make a determination of
stockholders for any other proper purpose, the directors of the corporation may
provide that the stock transfer books shall be closed for a stated period but
not to exceed, in any case,, thirty days. If the stock transfer books shall be
closed for the purpose of determining stockholders entitled to notice of or to
vote at a meeting of stockholders, such books shall be closed for at least ten
days immediately preceding such meeting. In lieu of closing the stock transfer
books, the directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than ten
days and, in case of a meeting of stockholders, not less than thirty days prior
to the date on which the particular action requiring such determination of
stockholders is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of stockholders entitled to notice of
or to vote at a meeting of stockholders, or stockholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
stockholders. When a determination of stockholders entitled to vote at any
meeting of stockholders
By-Laws 2
<PAGE>
has been made as provided in this section, such determination shall apply to any
adjournment thereof.
6. VOTING LISTS.
The officer or agent having charge of the stock transfer books for shares of the
corporation shall make, at least thirty days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
five days prior to such meeting, shall be kept on file at the principal office
of the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at the meeting of
stockholders.
7. QUORUM.
At any meeting of stockholders fifty-one percent of the outstanding shares of
the corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than said number of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, not withstanding the withdrawal
of enough stockholders to leave less than a quorum.
8. PROXIES.
At all meetings of stockholders, a stockholder may vote by proxy executed in
writing by the stockholder or by his duly authorized attorney in fact. Such
proxy shall be filed with the secretary of the corporation before or at the time
of the meeting.
9. VOTING.
Each stockholder entitled to vote in accordance with the terms and provisions of
the certificate of incorporation and these by-laws shall be entitled to one
vote, in person or by
By-Laws 3
<PAGE>
proxy, for each share of stock entitled to vote held by such stockholders. Upon
the demand of any stockholder, the vote for directors and upon any question
before the meeting shall be by ballot. All elections for directors shall be
decided by plurality vote; all other questions shall be decided by majority vote
except as otherwise provided by the Certificate of Incorporation or the laws of
this State.
10. ORDER OF BUSINESS.
The order of business at all meetings of the stockholders, shall be as
follows:
1. Roll Call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
11. INFORMAL ACTION BY STOCKHOLDERS.
Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of the shareholders, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
By-Laws 4
<PAGE>
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by its
board of directors. The directors shall in all cases act as a board, and they
may adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of this State.
2. NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall be three at this time.
*Each director shall hold office until the next annual meeting of stockholders
and until his successor shall have been elected and qualified.
3. REGULAR MEETINGS.
A regular meeting of the directors, shall be held without other notice
than this by-law immediately after, and at the same place as, the annual meeting
of stockholders. The directors may provide, by resolution, the time and place
for the holding of additional regular meetings without other notice than such
resolution.
4, SPECIAL MEETINGS.
Special meetings of the directors may be called by or at the request of
the president or any-two directors. The person or persons authorized to call
special meetings of the directors may fix the place for holding any special
meeting of the directors called by them.
5. NOTICE.
Notice of any special meeting shall be given at least ten days
previously thereto by written notice delivered personally, or by telegram or
railed to each director at his business address. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by telegram such notice shall
be deemed to be delivered when the telegram is delivered to the telegraph
company. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
By-Laws 5
*Intended on being increased to five after merging with a public
company.
<PAGE>
6. QUORUM.
At any meeting of the directors two shall constitute a quorum for the
transaction of business, but if less than said number is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice.
7. MANNER OF ACTING.
The act of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of a majority of the
directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote of the stockholders. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his predecessor.
9. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board. Directors may be removed without cause
only by vote of the stockholders.
10. RESIGNATION.
A director may resign at any time by giving written notice to the board, the
president or the secretary of the corporation. Unless otherwise specified in the
notice, the resignation shall take effect upon receipt thereof by the board or
such officer, and the acceptance of the resignation shall not be necessary to
make it effective.
11. COMPENSATION.
No compensation shall be paid to directors, as such, for their services, but by
resolution of the board a fixed sum and expenses for actual attendance at each
regular or special meeting of the board may be authorized. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
By-Laws 6
<PAGE>
12. PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of the directors at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
13. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its members an executive
committee and other committees, each consisting of three or more directors. Each
such committee shall serve at the pleasure of the board.
By-Laws 7
<PAGE>
ARTICLE IV - OFFICERS
1. NUMBER.
The officers of the corporation shall be a president, a vicepresidentp a
secretary and a treasurer, each of whom shall be elected by the directors. Such
other officers and assistant officers as may be deemed necessary may be elected
or appointed by the directors.
2, ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the directors shall be elected
annually at the first meeting of the directors held after each annual meeting of
the stockholders. Each officer shall hold office until his successor shall have
been duly elected and shall have qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided.
3. REMOVAL.
Any officer or agent elected or appointed by the directors may be
removed by the directors whenever in their judgment the best interests of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.
5. PRESIDENT.
The president shall be the principal executive officer of the
corporation and, subject to the control of the directors, shall in general
supervise and control all of the business and affairs of the corporation. He
shall, when present, preside at all meetings of the stockholders and of the
directors. He may sign, with the secretary or any other proper officer of the
corporation thereunto authorized by the directors, certificates for shares of
the corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the directors have authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the directors or
by these by-laws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed; and in general shall
By-Laws 8
<PAGE>
perform all duties incident to the office of president and such other duties as
may be prescribed by the directors from time to time.
6. VICE-PRESIDENT.
In the absence of the president or in event of his death, inability or
refusal to act, the vice-president shall perform the duties of the president,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. The vice-president shall perform such other
duties as from time to time may be assigned to him by the President or by the
directors.
7. SECRETARY.
The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
duties incident to the office of secretary and such other duties as from time to
time may be assigned to him by the president or by the directors.
8. TREASURER.
If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.
9. SALARIES.
The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.
By-Laws 9
<PAGE>
ARTICLE V - CONTRACTS LOANS, CHECKS AND DEPOSITS
1. CONTRACTS.
The directors may authorize any officer or officers, agent or agents,
to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the corporation, and such authority may be general or confined
to specific instances.
2. LOANS.
No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the directors. Such authority may be general or confined to
specific instances.
3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents of the corporation and in
such manner as shall from time to time be determined by resolution of the
directors.
4. DEPOSITS.
All funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositories as the directors may select.
ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES.
Certificates representing shares of the corporation shall be in such
form as shall be determined by the directors. Such certificates shall be signed
by the president and by the secretary or by such other officers authorized by
law and by the directors. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the stockholders the
number of shares and date of issue, shall be entered on the stock transfer books
of the corporation. All certificates surrendered to the corporation for transfer
shall be canceled and no new certificate shall be issued until the
By-Laws 10
<PAGE>
former certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the corporation
as the directors may prescribe.
2. TRANSFERS OF SHARES.
(a) Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation which shall be kept at its principal
office.
(b) The corporation shall be entitled to treat the holder of record of
any share as the holder in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this state.
ARTICLE VII - FISCAL YEAR
The fiscal year of the corporation shall begin on the lst day of January in
each year.
ARTICLE VIII - DIVIDENDS
The directors may from time to time declare, and the corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE IX - SEAL
The directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the corporation, the state of
incorporation, year of incorporation and the words, "Corporate Seal".
By-Laws 11
<PAGE>
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE XI - AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may
be adopted by a vote of the stockholders representing a majority of all the
shares issued and outstanding, at any annual stockholders' meeting or at any
special stockholders' meeting when the proposed amendment has been set out in
the notice of such meeting.
By-Laws 12
<PAGE>
ARTICLES OF AMENDMENT
THE ARTICLES OF INCORPORATION OF
CORE-TECH, INC.
Pursuant to the provisions of Section 16-10-57 of the Utah
Business Corporation Act, the undersigned corporation hereby adopts
the following
Articles of Amendment to its Articles of Incorporation.
FIRST:The name of the corporation is Core-Tech, Inc.
SECOND:The following amendments to the Articles of
Incorporation of Core-Tech, Inc. were duly adopted by the shareholders
of the corporation at a meeting held November 12, 1985, in the manner
prescribed by the Utah Business
Corporation Act, to-wit:
ARTICLE I - NAME
The name of this corporation is PIEZO INSTRUMENTS, INC.
ARTICLE III - PURPOSES
a. To design, develop and market electrical and other devices.
b. To acquire by purchase, exchange, gift, bequest, subscription or
otherwise, and to hold, own, mortgage, pledge, hypothecate, sell, assign,
transfer, exchange or otherwise dispose of or deal in or with its own corporate
securities or stock or other securities, including without limitations, any
shares of stock, bonds, debentures, notes, mortgages, or other obligations, and
any certificates, receipts or other instruments representing rights or interests
therein or any property or assets created or issued by any person, firm,
association, or corporation, or any government or subdivisions, agencies or
instrumentalities thereof; to make payment therefor its own securities or to use
its unrestricted and unreserved earned surplus for the purchase of its own
shares, and to exercise as owner or holder of any securities, any and all
rights, powers and privileges in respect thereof.
C. To do each and every thing necessary, suitable or proper for the
accomplishment of any of the purposes or the attainment of any one or more of
the subjects herein enumerated, or which may at any time appear conducive to or
expedient for protection or benefit of this corporation, and to do said acts as
fully and to the same extent as natural persons might, or could do, in any part
of the world as principals, agents, partners, trustees or otherwise, either
alone or in conjunction with any other person, association or corporation.
<PAGE>
d. The foregoing clauses shall be construed both as purposes and
powers and shall not be held to limit or restrict in any manner the general
powers of the corporation, and the enjoyment and exercise thereof, as conferred
by the laws of the State of Utah; and it is the intention that the purposes and
powers specified in each of the paragraphs of this Article III shall be regarded
as independent purposes and powers.
THIRD: The number of shares of the corporation outstanding at the
time of the adoption of such amendments was 17,500,000, and the number
entitled to vote thereon was 17,500,000.
FOURTH: The designation and number of outstanding shares of each
class entitled to vote thereon as a class were as follows, to-wit:
CLASS NUMBER OF SHARES
Common 17,500,000
FIFTH: The number of shares voted for such amendments was
15,636,500, with none opposing and none abstaining.
SIXTH: These amendments do not provide for any exchange,
reclassification or cancellation of issued shares.
SEVENTH: These amendments do not effect a change in the stated
capital of the corporation.
IN WITNESS WHEREOF, the undersigned Vice President and Assistant
Secretary, having been thereunto duly authorized have executed the foregoing
Articles of Amendment for the corporation under the penalties of perjury this
12th day of November, 1985.
CORE-TECH, INC.
BY/S/ Swen A. Mortenson
<PAGE>
Swen A. Mortenson,
Vice President
Attest:
By/S/ Sheryl Olsen
Sheryl Olsen,
Assistant Secretary
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<NAME> Piezo Instruments, Inc.
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