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 September 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
-------------- ------------------
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:
November 10, 2000
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 SHEET
September 30, 1999
9/30/99
---------------
[Unaudited]
ASSETS
<S> <C>
Total Current Assets $ 0
---------------
Total Assets $ 0
===============
LIABILITIES & EQUITY
Current Liabilities:
Income Taxes Payable $ 100
Loans from stockholders 21,620
---------------
Total Liabilities 21,720
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 (148,420)
---------------
Total Stockholders' Deficit (21,720)
---------------
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.
<PAGE>
<TABLE>
<CAPTION>
PIEZO INSTRUMENTS, INC.
STATEMENTS OF OPERATIONS
For the Three and Nine Month Periods Ended September 30, 2000 and 1999
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
9/30/00 9/30/99 9/30/00 9/30/99
--------------------------------------------------------------------
[Unaudited] [Unaudited] [Unaudited] [Unaudited]
<S> <C> <C> <C> <C>
REVENUE
Revenue from Operations $ 0 $ 0 $ 0 $ 0
----------------- --------------- -------------- -------------
Total Revenue 0 0 0 0
General and Administrative Expenses 1,002 336 1,716 18,164
================= ================ ============== =============
Net Income Before Taxes (1,002) (336) (1,716) (18,164)
================= ================ ============== =============
Income/Franchise Taxes 0 0 0 100
Net Loss (1,002) (336) (1,716) (18,264)
Loss Per Share (0.01) 0.00 0.00 (0.01)
Weighted Average Shares Outstanding 17,000,000 17,500,000 17,000,000 17,750,000
================= ================ ============== =============
================= ================ ============== =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PIEZO INSTRUMENTS, INC.
STATEMENTS OF CASH FLOWS
For the Three and Nine Month Periods Ended September 30, 2000 and 1999
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
9/30/99 9/30/99 9/30/99 9/30/99
[Unaudited] [Unaudited] [Unaudited] [Unaudited]
<S> <C> <C> <C> <C>
Cash Flows Used For Operating Activities
Net Loss $ (1,002) $ (336) $ (1,716) $ (18,264)
Adjustments to reconcile net loss to net cash
used in operating activities:
Issued stock to directors
Increase/(Decrease) in loans from shareholder 1,002 336 1,716 18,264
----------------- ----------------- ------------------ --------------
Net Cash Used For Operating Activities 0 0 0 0
================= ================= ================== ==============
Cash Flows Provided by Financing Activities 0 0 0 0
Net Increase In Cash 0 0 0 0
Beginning Cash Balance 0 0 0 0
Ending Cash Balance $ 0 $ 0 $ 0 $ 0
</TABLE>
<PAGE>
NOTES TO UNAUDITED FINANCIAL STATEMENTS
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 eventually 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.
Cash
Cash is comprised of cash on hand or on deposit in banks. The Company
has no cash as of September 30, 2000.
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, 1999 and 1998, 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 2015, 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.
Liquidity
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.
Cancellation of Shares
In May, 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 planned
operations never materialized and the shares were returned to the
Company. All weighted average number of shares values presented in
this report have been restated to reflect the cancellation of these
shares retroactive to the reinstatement date.
<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, 2000, 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 September 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 September 30, 2000, the Company had total current assets of $0 and total
liabilities of $21,720.
<PAGE>
PART II - OTHER INFORMATION
Item 1.Legal Proceedings.
------------------------
None; not applicable.
Item 2.Changes in Securities.
-----------------------------
None; not applicable.
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.
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.
*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.
Date: SEPT 13, 2000 /S/RALPH M. WILKERSON
Ralph M. Wilkerson
Secretary/Treasurer and Director
