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, 2003
[ ] 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
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PIEZO INSTRUMENTS, INC.
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(Name of Small Business Issuer in its Charter)
UTAH 87-0425275
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
4685 South Highland Dr., Suite 202 Salt Lake City, UT 84117
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 278-9424
None; Not Applicable.
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(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:
July 11, 2003
Common Voting Stock
35,500,000
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.
PIEZO INSTRUMENTS, INC.
[A Development Stage Company]
BALANCE SHEETS
June 30, 2003 and December 31, 2002
6/30/03 12/31/02
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[Unaudited]
ASSETS
Assets
Current Assets $ 0 $ 0
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Cash 0 0
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Total Assets $ 0 $ 0
=========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Loans from stockholders $ 30,644 $ 27,868
Income Taxes Payable 0 100
Accounts Payable 0 0
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Total Current Liabilities 30,644 27,968
Total Liabilities 30,644 27,968
Stockholders' Deficit:
Common Stock, $.001 par value;
authorized 50,000,000 shares; issued and
outstanding, 35,500,000 shares 35,500 35,500
Additional paid-in capital 96,200 96,200
Deficit Accumulated Deficit Prior to Reactivation (126,700) (126,700)
Deficit Accumulated During Development Stage (35,644) (32,968)
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Total Stockholders' Deficit (30,644) (27,968)
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Total Liabilities and Stockholders'$Deficit $ 0 $ 0
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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, 2002 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.
PIEZO INSTRUMENTS, INC.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the Three and Six Month Periods Ended June 30, 2003 and 2002, and
the Period from Reinstatement [August 17, 1990] through June 30, 2003
Three Months Three Months Six Months Six Months August 17, 1990
Ended Ended Ended Ended Through
06/30/2003 06/30/2002 06/30/2003 06/30/2002 06/30/03
--------------- --------------- ------------ ------------ ---------------
[Unaudited] [Unaudited] [Unaudited] [Unaudited] [Unaudited]
REVENUE
Revenue from Operations $ 0 $ 0 $ 0 $ 0 $ 0
--------------- --------------- ------------ ------------ ----------------
Total Revenue 0 0 0 0 0
General and Administrative Expenses 1,389 105 2,676 1,014 34,344
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Net Income Before Taxes (1,389) (105) (2,676) (1,014) (34,344)
=============== =============== ============ ============ ================
Income/Franchise Taxes 0 0 0 0 1,300
Net Loss (1,389) (105) (2,676) (1,014) (35,644)
Loss Per Share (0.01) (0.01) (0.01) (0.01) (0.01)
Weighted Average Shares Outstanding 35,500,000 17,500,000 35,500,000 17,500,000 19,878,475
=============== =============== ============ ============ ===============
PIEZO INSTRUMENTS, INC.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
For the Three and Six Month Periods Ended June 30, 2003 and 2002 and
for the Period from Reinstatement [August 17, 1990] through June 30, 2003
Three Months Three Months Six Months Six Months 08/17/90
Ended Ended Ended Ended Through
06/30/2003 06/30/2002 06/30/2003 06/30/2002 06/30/03
-------------- -------------- --------------- ------------- -----------
[Unaudited] [Unaudited] [Unaudited] [Unaudited] [Unaudited]
Cash Flows Used For Operating Activities
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Net Loss $ (1,389) $ (105) $ (2,676) $ (1,014) $ (35,644)
Adjustments to reconcile net loss to net cash
used in operating activities:
Decrease in Taxes Payable (100) 0 (100) 0 0
Issued stock 0 0 0 0 5,000
Increase/(Decrease) in loans from shareholder 1,489 105 2,776 1,014 30,644
-------------- -------------- --------------- ----------- ----------
Net Cash Used For Operating Activities 0 0 0 0 0
============== ============== =============== =========== ==========
Cash Flows Provided by Financing Activities 0 0 0 0 0
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Net Increase In Cash 0 0 0 0 0
Beginning Cash Balance 0 0 0 0 0
Ending Cash Balance $ 0 $ 0 $ 0 $ 0 $ 0
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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, 2003, 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 potential 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
$50,000 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, 2003, the Company had no
business operations. During this period, the Company received total revenues of
$0 and had a loss of $1,389.
Liquidity.
At June 30, 2003, the Company had total current assets of $0 and total
liabilities of $30,644.
Controls and Procedures.
An evaluation was performed under the supervision and with the
participation of the Company's management, including the President and
Treasurer, regarding the effectiveness of the design and operation of the
Company's disclosure controls and procedures within 90 days before the filing
date of this quarterly report. Based on that evaluation, the Company's
management, including the President and Treasurer, concluded that the Company's
disclosure controls and procedures were effective. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to their evaluation.
PART II - OTHER INFORMATION
Item 1.Legal Proceedings.
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None; not applicable.
Item 2.Changes in Securities.
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None; not applicable.
Item 3.Defaults Upon Senior Securities.
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None; not applicable.
Item 4.Submission of Matters to a Vote of Security Holders.
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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.
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None; Not Applicable.
Item 6.Exhibits and Reports on Form 8-K.
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(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.
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: 7-16-03 By/S/ Thomas J. Howells
Thomas J. Howells
President and Director
Date: 7-16-03 By/S/ Travis T. Jenson
Travis T. Jenson
Secretary and Director
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Thomas J. Howells, President and Director of Piezo Instruments, Inc.,
certify that:
1. I have reviewed this Quarterly Report on Form 10-QSB of Piezo
Instruments, Inc.
2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Quarterly
Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this Quarterly Report;
4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this Quarterly Report is being
prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
Quarterly Report (the "Evaluation Date"); and
c) presented in this Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of Registrant's board of directors (or persons performing the equivalent
function);
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's internal
controls; and
6. The Registrant's other certifying officer and I have indicated in this
Quarterly Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated: 7-16-03 Signature: By/S/ Thomas J. Howells
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Thomas J. Howells
President and Director
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Travis T. Jenson, Secretary, Treasurer and Director of Piezo
Instruments, Inc., certify that:
1. I have reviewed this Quarterly Report on Form 10-QSB of Piezo
Instruments, Inc.
2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Quarterly
Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this Quarterly Report;
4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this Quarterly Report is being
prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
Quarterly Report (the "Evaluation Date"); and
c) presented in this Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of Registrant's board of directors (or persons performing the equivalent
function);
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's internal
controls; and
6. The Registrant's other certifying officer and I have indicated in this
Quarterly Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated: 7-16-03 Signature: By/S/ Travis T. Jenson
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Travis T. Jenson
Secretary, Treasurer and Director
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly report of Piezo Instruments, Inc., (the
"Company") on Form 10-QSB for the quarterly period ended June 30, 2003, as
filed with the Securities and Exchange Commission on the date hereof, (the
"Report"), I(We), Thomas J. Howells, President and Director and Travis T.
Jenson, Secretary, Treasurer and Director, of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934, and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
By/S/ Thomas J. Howells
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Thomas J. Howells
President and Director
Dated this 16th day of July, 2003.
By/S/ Travis T. Jenson
-------------------------------
Travis T. Jenson
Secretary and Director
Dated this 16th Day of July, 2003.