U. S. Securities and Exchange Commission

                             Washington, D. C. 20549



                                   FORM 10-KSB



[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended December 31, 1999
                               -----------------

[ ]  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)


                             5141 S. Moormont Drive
                            Salt Lake City, UT 84117
                           ---------------------------
                    (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)
                       311 South State Street, Suite 410
                           Salt Lake City, Utah 84111


Securities Registered under Section 12(b) of the Exchange Act:   None
Name of Each Exchange on Which Registered:                       None
Securities Registered under Section 12(g) of the Exchange Act:
$0.001 Par Value Common Voting Stock
------------------------------------
Title of Class

     Check  whether  the Issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the Company 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
               ---      ---                  ---      ---


     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,   to  the  best  of  Company's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

            State Issuer's revenues for its most recent fiscal year:
                              December 31, 1999 - $0.

<PAGE>

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.

     December 31, 1999 - $2,123.7.  There are approximately  2,123,700 shares of
common  voting stock of the Company held by  non-affiliates.  Because  there has
been no "public  market" for the  Company's  common  stock  during the past five
years,  the Company has  arbitrarily  valued these shares at par value of $0.001
per share.

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)
None, Not applicable;

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes X    No
                                                 ---      ---

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares  outstanding of each of the Issuer's  classes of
common equity, as of the latest practicable date:

                                 March 15, 2000
                                    17,500,000

                       DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---
<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 in 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  electronic  and  electromechanical  devices,
equipment,  and accessories.  The Company's  activities were unsuccessful and it
ceased active operations in 1987.

<PAGE>

Business.
---------

     Other than the  above-referenced  matters  and  seeking  and  investigating
potential  assets,  properties or businesses to acquire,  the Company has had no
business  operations for over 5 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  business,
management  anticipates  that any such  acquisition  would  require  it to issue
shares of its common stock as the sole  consideration for the acquisition.  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  acquisition;  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 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 percent 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.

     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.
<PAGE>

     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  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.  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.


<PAGE>


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  manage  its  current  limited  assets  and 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.

Competitive Business Conditions.
--------------------------------

     Management  believes  that there are  literally  thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company;  many
of  these  companies  have   substantial   current  assets  and  cash  reserves.
Competitors  also  include  thousands  of other  publicly-held  companies  whose
business  operations  have proven  unsuccessful,  and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a private
entity may have access to the public capital markets. There is no reasonable way
to predict the  competitive  position of the Company or any other  entity in the
strata of these endeavors;  however, the Company, having limited assets and cash
reserves,  will no doubt be at a  competitive  disadvantage  in  competing  with
entities which have recently  completed  IPO's,  have significant cash resources
and have recent operating  histories when compared with the complete lack of any
substantive operations by the Company for the past several years.

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.

Need for any Governmental Approval of Principal Products or Services.
---------------------------------------------------------------------

     Because the Company currently  produces no products or services,  it is not
presently subject to any governmental regulation in this regard. However, in the
event that the Company  engages in a merger or acquisition  transaction  with an
entity  that  engages  in  such  activities,  it  will  become  subject  to  all
governmental  approval  requirements  to which the merged or acquired  entity is
subject.
<PAGE>

Effect of Existing or Probable Governmental Regulations on Business.
-------------------------------------------------------------------

     The integrated  disclosure system for small business issuers adopted by the
Commission  in  Release  No.  34-30968  and  effective  as of August  13,  1992,
substantially  modified the information  and financial  requirements of a "Small
Business  Issuer,"  defined to be an issuer  that has  revenues of less than $25
million;  is a U.S. or Canadian issuer; is not an investment  company;  and if a
majority-owned subsidiary, the parent is also a small business issuer; provided,
however,  an entity is not a small business issuer if it has a public float (the
aggregate  market  value  of  the  issuer's   outstanding   securities  held  by
non-affiliates) of $25 million or more.

     The  Commission,  state  securities  commissions  and  the  North  American
Securities Administrators Association, Inc. ("NASAA") have expressed an interest
in adopting  policies that will streamline the registration  process and make it
easier for a small business issuer to have access to the public capital markets.
The present laws, rules and regulations  designed to promote availability to the
small  business  issuer of these  capital  markets and similar  laws,  rules and
regulations  that may be  adopted  in the future  will  substantially  limit the
demand for "blank  check"  companies  like the Company,  and may make the use of
these companies obsolete.

Research and Development.
-------------------------

     None; not applicable.

Cost and Effects of Compliance with Environmental Laws.
-------------------------------------------------------

     None; not applicable.  However,  environmental  laws, rules and regulations
may have an adverse  effect on any business  venture viewed by the Company as an
attractive  acquisition,  reorganization or merger candidate,  and these factors
may further  limit the number of potential  candidates  available to the Company
for acquisition, reorganization or merger.

Number of Employees.
--------------------

     None.

Item 2.  Description of Property.
         -----------------------

     The Company has no assets,  property or business;  its principal  executive
office  address  and  telephone  number  are the  business  office  address  and
telephone number of its majority shareholder, Duane S. Jenson, and are currently
provided at no cost.  Because the Company has had no  business,  its  activities
will be limited to keeping itself in good standing in the State of Utah, seeking
out  acquisitions,  reorganizations  or  mergers  and  preparing  and filing the
appropriate  reports  with  the  Securities  and  Exchange   Commission.   These
activities have consumed an insubstantial amount of management's time.

Item 3.  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 4.  Submission of Matters to a Vote of Security Holders.
         ----------------------------------------------------

     No matter was submitted to a vote of the Company's  security holders during
the fourth quarter of the calendar year covered by this Report or during the two
previous  calendar years.  Further,  there have been no meetings of stockholders
since before 1989.
<PAGE>

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
         ---------------------------------------------------------

Market Information
------------------

     There is no  "public  market"  for shares of common  stock of the  Company.
However, the Company intends to submit for quotations regarding its common stock
on the OTC Bulletin  Board of the National  Association  of  Securities  Dealers
("NASD");  however,  management  does not expect  any  public  market to develop
unless and until the Company  completes an acquisition or merger.  In any event,
no assurance  can be given that any market for the  Company's  common stock will
develop or be maintained.

Holders
-------

     The number of record holders of the Company's  common stock as of March 15,
2000, 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 until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, 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 common stock.

Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
------------------------------------------------------------------------------

None;


Item 6.  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  calendar  years.  The  Company's  plan of
operation  for the next 12  months is to  continue  to seek the  acquisition  of
assets,   properties  or  businesses  that  may  benefit  the  Company  and  its
stockholders.  Management anticipates that to achieve any such acquisition,  the
Company will issue shares of its common stock as the sole consideration for such
acquisition.

     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  the  Company  expects  to pay from its  cash  resources.  As of
December 31, 1999, it had no cash or cash  equivalents.  If additional funds are
required  during  this  period,  such funds may be  advanced  by  management  or
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 should 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 is not engaged in any  negotiations  with any person  regarding  any
such venture.

Results of Operations.
----------------------

     Other than seeking the acquisition of assets, properties or businesses that
may benefit the  Company and its  stockholders,  the Company has had no material
business  operations in the two most recent  calendar years, or in the last five
years.

     At  December 31, 1999,  the  Company's  had no  assets.  See the Index to
Financial Statements, Item 7 of this Report.

Liquidity.
---------

None;
<PAGE>

Item 7.  Financial Statements.
         ---------------------

          Financial Statements for the years ended
          December 31, 1999 and 1998

          Independent Auditors' Report

          Balance Sheets - December 31, 1999

          Statements of Operations for the years ended
          December 31, 1999 and 1998

          Statements of Stockholders' Equity for the
          years ended December 31, 1999 and 1998

          Statements of Cash Flows for the years ended
          December 31, 1999 and 1998

          Notes to the Financial Statements



Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

     Mantyla, McReynolds & Associates, 5872 South 900 East, Suite 250, Salt Lake
City,  Utah 84121,  has been retained as the Company's  auditor for the past two
years.
<PAGE>

                                    PART III


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  or until their  successors  are elected or
appointed and qualified, or their prior resignation or termination.

<TABLE>
<CAPTION>

                                   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.

     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.

Significant Employees.
----------------------

     The Company has no employees  who are not executive  officers,  but who are
expected to make a significant contribution to the Company's business.

Family Relationships.
---------------------

     There  are  no  family  relationships  between  any  current  directors  or
executive officers of the Company, either by blood or by marriage.
<PAGE>

Involvement in Certain Legal Proceedings.
-----------------------------------------

     Except as stated  above,  during the past five years,  no director,  person
nominated to become a director, executive officer, promoter or control person 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 Securities and Exchange  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.


Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     Form 3's have been filed for the Officers and  Directors as well as the 10%
shareholder of the Company.
<PAGE>


Item 10. Executive Compensation.
         -----------------------

The following  table sets forth the aggregate  compensation  paid by the Company
for services rendered during the periods indicated:

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                             Long Term Compensation
                    Annual Compensation   Awards  Payouts
(a)             (b)   (c)   (d)   (e)    (f)   (g)    (h)   (i)

                                               Secur-
                                               ities         All
Name and   Year or               Other   Rest- Under-  LTIP  Other
Principal  Period   Salary Bonus Annual  ricte dlying  Pay-  Comp-
Position   Ended      ($)   ($)  Compen- Stock Options outs  ensat'n
-----------------------------------------------------------------
<S>         <C>       <C>   <C>   <C>    <C>    <C>    <C>   <C>
Yujiro
Yamamoto      12/31/99    0     0     0     0      0     0   0
President,
Director

Buck
Wilkerson     12/31/99    0     0     0     0      0     0   0
Secretary
Treasurer,
Director

Valerie       12/31/99    0     0     0     0      0     0   0
Keating,
Director

</TABLE>

     No cash  compensation,  deferred  compensation or long-term  incentive plan
awards were issued or granted to the  Company's  management  during the calendar
years ending December 31, 1999,  1998, or 1997, or the period ending on the date
of this Report.

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.

     There are no arrangements  pursuant to which any of the Company's directors
was  compensated  during the  Company's  last  completed  calendar  year for any
service provided as director.
<PAGE>

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 any  subsidiary,  any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
         ---------------------------------------------------------------

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

     The  following  table sets forth the  shareholdings  of those  persons  who
beneficially  own more than five percent of the Company's common stock as of the
date of February 15, 2000,  with the  computations  being based upon  17,500,000
shares of common stock being outstanding.

<TABLE>
<CAPTION>

                            Number of Shares           Percentage
Name                      Beneficially Owned           of Class (1)
----------------           ------------------           --------
<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

Charles Taggart**             1,349,800                7.7%
P.O. Drawer 777
Salt Lake City, UT 84110
                              -------                    -----
                             15,376,300               87.7%

* 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>
<PAGE>


Security Ownership of Management.
---------------------------------

     The following table sets forth the shareholdings of the Company's directors
and executive officers as of the January 7, 2000:

<TABLE>
<CAPTION>
                            Number of             Percentage of
Name and Address     Shares Beneficially Owned     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

                              -------              ------
All directors and
executive officers           14,026,500             70%
as a group (3 persons)
</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.

Item 12. Certain Relationships and Related Transactions.
         -----------------------------------------------

Transactions with Management and Others.
----------------------------------------

     For a description  of  transactions  between  members of  management,  five
percent  stockholders,  "affiliates",  promoters  and  finders,  see the caption
"Sales of 'Unregistered' and 'Restricted'  Securities Over the Past Three Years"
of Item I.

<PAGE>

Item 13. Exhibits and Reports on Form 8-K.
         ---------------------------------

Reports on Form 8-K
-------------------

     None; Not Applicable
<PAGE>

Exhibits
--------
<TABLE>
<CAPTION>

Exhibit
Number               Description*
------               -----------
<S>                  <C>
 3.1                Initial Articles of Incorporation*

 3.2                Articles of Amendment to the
                    Articles of Incorporation*

 3.3                By-Laws*

 27                 Financial Data Schedule
</TABLE>

DOCUMENTS INCORPORATED BY REFERENCE

     *The exhibits are hereby incorporated by reference and have been filed with
the  Securities  and  Exchange  Commission  and are  attached  to the  Company's
Registration Statement on Form 10-SB, in there entirety.

<PAGE>




                              SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       Piezo Instruments, Inc.



Date: 3-28-00                          /S/ YUJIRO YAMAMOTO
                                       Yujiro Yamamoto
                                       President and Director

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:

                                        Piezo Instruments, Inc.



Date: 3-28-00                           /S/ YUJIRO YAMAMOTO
                                        Yujiro Yamamoto
                                        President and Director



Date: 3-28-00                           /S/ RALPH WILKERSON
                                        Ralph Wilkerson
                                        Vice President and Director



<PAGE>











                                    PIEZO INSTRUMENTS, INC.
                                 [A Development Stage Company]

                                     FINANCIAL STATEMENTS

                                       December 31, 1999

                              [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, 1999 . . . . . . . . . . . . . . . . . . . . . . ..        2


Statements of Stockholders' Equity/(Deficit) for the Period from
 Reinstatement [August 17, 1990] through December 31, 1999 . . . . . . . . . . .        3

Statements of Operations for the Years Ended December 31, 1999
 and December 31, 1998, and for the Period from Reinstatement [August 17, 1990]
 through December 31, 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . .        4

Statements of Cash Flows for the Years Ended December 31, 1999
 and December 31, 1998, and for the Period from Reinstatement [August 17, 1990]
 through December 31, 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . .        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, 1999, and the related  statements
of  stockholders'  equity/(deficit),  operations,  and cash  flows for the years
ended December 31, 1999 and 1998, and for the period from reinstatement  [August
17,  1990]  through  December  31,  1999.  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, 1999,  and the results of its operations and its cash flows for the
years ended  December 31, 1999 and 1998,  and for the period from  reinstatement
[August 17, 1990]  through  December  31, 1999,  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 20, 2000
Salt Lake City, Utah

<PAGE>
<TABLE>
<CAPTION>

                                    PIEZO INSTRUMENTS, INC.
                                 [A Development Stage Company]
                                        Balance Sheet
                                       December 31, 1999


<S>     <C>                                                          <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 ..........................     19,904
               Income taxes payable - Notes A & C .................        100
        Total Current Liabilities .................................     20,004

TOTAL LIABILITIES .................................................     20,004

STOCKHOLDERS' DEFICIT

        Capital stock - 50,000,000 shares authorized at $0.001 par;
           17,500,000 shares issued and outstanding ...............     17,500
        Additional paid-in capital ................................    109,200
        Deficit accumulated during development stage ..............   (146,704)

TOTAL STOCKHOLDERS' DEFICIT .......................................    (20,004)

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, 1999

                                                                                           Deficit
                                                                                         Accumulated
                                                                          Additional        During              Total
                                           Number of        Common          Paid-in       Development       Stockholders'
                                            Shares           Stock          Capital          Stage        Equity/(Deficit)
                                        --------------- --------------  -------------- ----------------  -------------------
<S>                                        <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)
Cancellation of shares .................    (1,000,000)        (1,000)         1,000

Net loss for the year ended
December 31, 1999 ......................                                                   (19,014)        (19,014)
                                            -----------    -----------   -----------    -----------     ---------------
Balance, December 31, 1999 .............    17,500,000   $     17,500  $     109,200  $   (146,704)  $     (20,004)
                                            ===========    ===========   ===========    ===========     ===============
</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, 1999 and 1998, and
            for the Period from Reinstatement [August 17, 1990] through December 31, 1999


                                                                            For the Period
                                For the Year Ended   For the Year Ended   from Reinstatement to
                                December 31, 1999    December 31, 1998    December 31, 1999

<S>                         <C>             <C>     <C>            <C>   <C>           <C>
Revenues ................   $              -0-      $             -0-    $            -0-


Expenses ................               18,914                    10              19,004


Loss Before Income Tax ..              (18,914)                  (10)            (19,004)


Income taxes- Notes A & C                  100                   100               1,000


Net Loss ................   $          (19,014)    $            (110)     $      (20,004)


Net Loss Per Share ......   $             (.01)    $            (.01)     $         (.01)

Weighted Average
  Shares Outstanding ....           17,500,000            17,500,000          17,500,000





</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, 1999 and 1998, and
           for the Period from Reinstatement [August 17, 1990] through December 31, 1999

                                                                              For the Period from
                                                        For the Year Ended    For the Year Ended   Reinstatement to
                                                        December 31, 1999     December 31, 1998    December 31, 1999

<S>                                                    <C>                    <C>                  <C>
Cash Flows From Operating Activities

Net Loss ........................................   $      (19,014)             $     (110)       $        (20,004)

Adjustments to reconcile net income to net
 cash provided by operating activities:
        Increase/(decrease) in:
               Income taxes payable .............              -0-                     100                     100
               Shareholder loan .................           19,014                      10                  19,904

Net Cash Used For Operating Activities ..........              -0-                     -0-                     -0-


Net Increase (Decrease)  in Cash ................              -0-                     -0-                     -0-

Beginning Cash Balance ..........................              -0-                     -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, 1999

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 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.


NOTE B         Cash

     Cash is comprised  of cash on hand or on deposit in banks.  The Company has
     no cash as of December 31, 1999.

                                              6

<PAGE>

                                    PIEZO INSTRUMENTS, INC.
                                 Notes to Financial Statements
                                       December 31, 1999


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,  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.


NOTE D         Liquidity

     The Company has accumulated losses since reinstatement totaling $20,004, no
     assets and no operations at December 31, 1999.  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 expenses and taxes on behalf of the Company in the
     amount of $18,914 during the year ended December 31, 1999,  $110 during the
     year ended  December  31, 1998,  and $880 in prior  years.  The Company has
     recorded a liability for these expenses to the  stockholder.  The unsecured
     loan bears no interest and is due on demand.


NOTE F         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.


                                              7
<PAGE>