U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission File No. 0-26177
PIEZO INSTRUMENTS, INC.
(Name of Small Business Issuer in its Charter)
UTAH 87-0425275
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
5525 SOUTH 900 EAST #110
Salt Lake City, UT 84101
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 262-8844
None; Not Applicable
(Former name or Former Address, if changed since last Report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
---- ---- ---- ----
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS)
None; not Applicable.
(APPLICABLE ONLY TO CORPORATE ISSUERS)
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date:
August 4, 1999
Common Voting Stock
17,500,000
DOCUMENTS INCORPORATED BY REFERENCE
A description of any "Documents Incorporated by Reference" is contained in
Item 6 of this Report.
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements.
The Financial Statements of the Registrant required to be filed with this
10-QSB Quarterly Report were prepared by management and commence on the
following page, together with related Notes. In the opinion of management, the
Financial Statements fairly present the financial condition of the Registrant.
<PAGE>
<TABLE>
<CAPTION>
PIEZO INSTRUMENTS, INC.
BALANCE SHEETS
June 30, 1999 and December 31, 1998
6/30/99 12/31/98
----------- ----------
[Unaudited]
ASSETS
<S> <C> <C>
Assets
Current Assets $ 0 $ 0
----------- ----------
Cash 0 0
----------- ----------
Total Assets $ 0 $ 0
=========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Loans from stockholders $ 18,818 $ 890
Accounts Payable 0 0
Income Taxes Payable 0 100
----------- ----------
Total Current Liabilities 18,818 990
Total Liabilities 18,818 990
Stockholders' Deficit:
Common Stock, $.001 par value;
authorized 50,000,000 shares; issued and
outstanding, 17,500,000 shares 17,500 18,500
Additional paid-in capital 109,200 108,200
Accumulated Deficit (127,690) (127,690)
----------- ----------
Total Stockholders' Deficit (18,818) (990)
----------- ----------
Total Liabilities and Stockholders'$Deficit $ 0 $ 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. The December 31, 1998 balance sheet
has been derived from the audited financial statements. These interim 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.
<PAGE>
<TABLE>
<CAPTION>
PIEZO INSTRUMENTS, INC.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the Three and Six Month Periods Ended June 30, 1999 and 1998
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
6/30/99 6/30/98 6/30/99 6/30/98
------------------ ------------------ ------------------- ----------------
[Unaudited] [Unaudited] [Unaudited] [Unaudited]
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUE
Income $ 0 $ 0 $ 0 $ 0
------------------ ------------------ ----------------- ----------------
NET REVENUE 0 0 0 0
GENERAL AND ADMINISTRATIVE EXPENSES 0 0 17,828 10
------------------ ------------------ ----------------- ----------------
TOTAL OPERATING EXPENSES 0 0 17,828 10
------------------ ------------------ ------------------ ----------------
NET INCOME BEFORE TAXES $ (0) $ (0) $ (17,828) (10)
================== ================== ================== ================
INCOME/FRANCHISE TAXES 0 0 100 100
NET LOSS (0) (0) (17,928) (110)
NET LOSS PER SHARE $ (0.00) $ (0.00) $ (0.01) (0.01)
================== ================== ================== ================
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 17,500,000 18,500,000 17,875,000 18,500,000
================== ================== ================== ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PIEZO INSTRUMENTS, INC.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
For the Three and Six Month Periods Ended June 30, 1999 and 1998
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
6/30/99 6/30/98 6/30/99 6/30/98
----------------- ---------------- ---------------- ---------------
[Unaudited] [Unaudited] [Unaudited] [Unaudited]
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash Flows Used For Operating Activities
- ----------------------------------------
Net Loss $ 0 $ 0 $ (17,928) (110)
Adjustments to reconcile net loss to net cash
used in operating activities:
Issued stock to directors 0 0 0 0
Increase/(Decrease) in loans from shareholder 0 0 17,928 110
----------------- ------------- -------------- --------------
Net Cash Used For Operating Activities $ 0 $ 0 $ 0 0
================= ============== ============== ==============
Cash Flows Provided by Financing Activities
- -------------------------------------------
Net Increase In Cash 0 0 0 0
Beginning Cash Balance 0 0 0 0
Ending Cash Balance $ 0 $ 0 $ 0 0
================= =============== ============== ===============
</TABLE>
<PAGE>
Item 2.Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
The Company has not engaged in any material operations in the period ending
June 30, 1999, or for the past twelve calendar years. The Company intends to
continue to seek out the acquisition of assets, property or business that may be
beneficial to the Company and its stockholders.
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 potentail business
venture. If additional moneys are needed, they 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 Report, 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 Report, the Company has not begun seeking any acquisition.
Results of Operations.
During the quarterly period ended June 30, 1999, the Company had no
business operations. During this period, the Company received total revenues of
$0 and had a loss of $0.
Liquidity.
At June 30, 1999, the Company had total current assets of $0 and total
liabilities of $18,818.
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.
<PAGE>
PART II - OTHER INFORMATION
Item 1.Legal Proceedings.
- ------------------------
None; not applicable.
Item 2.Changes in Securities.
- -----------------------------
See the Company's Form 10SB Registration Statement as filed with the
Securities and Exchange Commission on or about May 24, 1999.See Part I, Item 1.
Item 3.Defaults Upon Senior Securities.
- ---------------------------------------
None; not applicable.
Item 4.Submission of Matters to a Vote of Security Holders.
- -----------------------------------------------------------
No matter was submitted to a vote of security holders of the Company during
the period covered by this Report. For additional information see the Company's
Form 10SB Registration Statement as filed with the Securities and Exchange
Commission on or about May 24, 1999. See Part I, Item 1.
Item 5.Other Information.
- -------------------------
None; not applicable.
Item 6.Exhibits and Reports on Form 8-K.
- ----------------------------------------
(a)Exhibits.*
None; not applicable.
(b)Reports on Form 8-K.
None; not applicable.
(c) Documents Incorporated by Reference
Form 10SB Registration Statement as filed with the Securities and Exchange
Commission on or about May 24, 1999.**
*A summary of any Exhibit is modified in its entirety by reference to the
actual Exhibit.
**These documents have been previously filed with the Securities and
Exchange Commission and are incorporated herein by this reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
PIEZO INSTRUMENTS, INC.
By/S/Ralph M. Wilkerson
Date: 8-5-99 _________________________
Ralph M. Wilkerson
Secretary/Treasurer and Director
By/S/Valerie Keating
Date: 8-5-99 _________________________
Valerie Keating
Director
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001085402
<NAME> PIEZO INSTRUMENTS, INC.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 18,818
<BONDS> 0
0
0
<COMMON> 17,500
<OTHER-SE> (36,318)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (0)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (0)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
