FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Quarterly Report Under Section 13 or 15 (d) Of the Securities Exchange Act of 1934 For Quarter Ended March 31, 2000 Commission File Number 33-30743 PIERCE INTERNATIONAL DISCOVERY, INC. (Exact name of registrant as specified in its charter) NEVADA 84-1121360 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 6975 SOUTH UNION PARK CENTER, STE 600 SALT LAKE CITY UT 84047 (Address of principal executive offices) Registrant's telephone number including area code (801) 256-9600 Former Address, if changed since last report Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports) Yes X No and (2) has been subject to such filing requirements for the past 90 days. Yes X No 26,003,008 (Number of shares of common stock the registrant had outstanding as of May 5, 2000) PART 1 ITEM 1 - FINANCIAL STATEMENTS The condensed financial statements included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of the Company, all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the financial position of the Company as of March 31, 2000 and the results of its operations and changes in its financial position from June 30, 1999 through March 31, 2000 have been made. The results of its operations for such interim period is not necessarily indicative of the results to be expected for the entire year. To the Board of Directors Pierce International Discovery, Inc. Salt Lake City, Utah We have reviewed the accompanying balance sheet of Pierce International Discovery, Inc. as of March 31, 2000, and the related statements of income, stockholders' equity, and cash flows for the three months then ended, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Pierce International Discovery , Inc. A review consists principally of inquiries of Company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles. The accompanying balance sheet as of June 30, 1999 was audited by us and we expressed an unqualified opinion on it in our report dated January 21, 2000. The accompanying statements of operations and cash flows for the three month and nine month period ended March 31, 1999 and the six month period from July 1, 1999 to December 31,1999 were not audited by us and, accordingly, we do not express an opinion on them. Crouch, Bierwolf & Chisholm Salt Lake City, Utah May 2, 2000 PIERCE INTERNATIONAL DISCOVERY, INC. Balance Sheets ASSETS March 31, June 30, 2000 1999 (Reviewed) (Audited) TOTAL ASSETS $ - $ - STOCKHOLDERS' EQUITY Preferred Stock, 10,000,000 shares authorized, no par value; 0 shares issued and outstanding - - Common Stock 750,000,000 shares authorized, no par value; 26,003,008 shares issued and outstanding 1,295,367 1,295,367 Accumulated deficit (1,295,367) (1,295,367) Total Stockholders' Equity - - TOTAL STOCKHOLDERS' EQUITY $ - $ - PIERCE INTERNATIONAL DISCOVERY, INC. Statements of Operations For the Three Forthe Nine Months Ended Months Ended March 31, March 31, 2000 1999 2000 1999 (Reviewed)(Unaudited)(Unaudited) (Unaudited) REVENUE $ - $ - $ - $- EXPENSES - 2,500 - 8,725 NET LOSS-before other income - (2,500) - (8,725) OTHER INCOME-(loss) Net gain (loss) from transfer of assets for payment of liabilities - - - - INCOME (LOSS) $ - $ (2,500) $- $ (8,725) Gain (Loss) Per Common Share Basic loss before other income $ - $ - $- $- Other income - - - - Net income - - - - Average Outstanding Shares Basic 26,003,008 1,003,008 26,003,008 1,003,008 PIERCE INTERNATIONAL DISCOVERY, INC. Statement of Stockholders' Equity March 31, 2000 Common Stock Accumulated Shares Amount Deficit Balance June 30, 1998 (Audited) 108,865 $ 1,039,962 $(1,261,642) Issuance of common shares for payment of debt at $.003 - related party - August 28, 1998 894,143 215,180 - Contribution to capital - 15,225 - Issuance of common shares for services at $.001 per share 25,000,000 25,000 - Net operating loss for the period ended June 30, 1999 - - (33,725) Balance June 30, 1999 (Audited) 26,003,008 1,295,367 (1,295,367) Net operating loss, March 31,2000 - - - Balance March 31, 2000 (Unaudited) 26,003,008 $ 1,295,367 $ (1,295,367) PIERCE INTERNATIONAL DISCOVERY, INC. Statements of Cash Flows For the Three and Nine months ended March 31, 2000 and 1999 (unaudited) For the Three For the Nine Months Ended Months Ended March 31, March 31, 2000 1999 2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES Net Profit (loss) $ - $(2,500) $ - $(8,725) Adjustments to reconcile net loss to cash provided by operating activities Depreciation - - - - Common shares issued for services - - - - Profit (loss) on transfer of assets for payment of debt - - - - Changes in accounts payable - 2,500 - 8,725 Net used in operations - - - - CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of assets - - - - CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common shares for payment of debt - - - - Proceeds from issuance of common stock - - - - Net Increase (Decrease) In Cash - - - - Cash at beginning of period - - - - Cash at end of period $ - $ - $ - $ - SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: Cash Paid For: Interest $ - $ - $ - $ - Taxes $ - $ - $ - $ - PIERCE INTERNATIONAL DISCOVERY, INC. Notes to the Financial Statements NOTE 1 - ORGANIZATION The Company was incorporated under the laws of the state of Colorado on April 19, 1989 with authorized common stock of 750,000,000 shares with no par value and preferred stock of 0,000,000 shares with no par value. The Company has been engaged in the business of seeking mineral leases for potential development and had acquired interests in several mineral properties including leases in Colorado and mining properties in Mexico. The leases in Colorado were acquired from related parties by the issuance of 3,000,000 common shares and a note payable for $3,600,000. In March 1997 the leases were returned to the former owner's, due to a default by the Company, with mutual releases of all claims, which resulted in a loss to the Company of $434,918. After the acquisition of the Mexico properties the Company entered into a contract with other parties to provide funds to develop the properties. In 1996 the Company started a legal action resulting from a default in the terms of the development contract. In July the legal action was settled, and by mutual agreement the Mexico properties were transferred and all claims were released which resulted in a gain to the Company of $254,171. The Company has been inactive since the transfer of its remaining assets. In 1999, the Company created, and later merged with, a Nevada subsidiary. The Company is now a Nevada Corporation. NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Methods The Company recognizes income and expenses based on the accrual method of accounting. Income Taxes At June 30, 1999, the Company had a net operating loss carryforward of over $1,000,000. The tax benefit from the carryforward have been fully offset by a valuation reserve because the use of the future tax benefit is undeterminable since the Company has no operations. The loss carryforward expires starting in the years 2000 through 2013. Earning (loss) Per Share Earnings (loss) per share amounts are computed based on the weighted average number of shares actually outstanding using the treasury stock method in accordance with FASB statement No. 128. PIERCE INTERNATIONAL DISCOVERY, INC. Notes to the Financial Statements NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Estimates and Assumptions Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements. NOTE 3 - REVERSE STOCK SPLIT / SUBSEQUENT EVENTS In 1999, the Company affected a 1 for 1,000 stock split, with no shareholders of record being reversed below 100 shares ITEM 2 - PLAN OF OPERATION ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Liquidity and Capital Resources. The Registrant had approximately $0 as operating capital at March 31,2000. The Registrant intends to raise additional funds as needed through private placements with accredited and sophisticated investors. Results of Operation. Due to the lack of operations during the quarter ended March 31, 2000, the registrant had no net income, compared to net loss of $(2,500) for the same period last year. The registrant had no net income for the nine months ended March 31, 2000, compared to net loss of $(8,725) for the same period last year. Plan of Operations. The Company is currently in the process of looking for business opportunities to acquire or merge with. There is no guarantee that management will be successful in finding such an opportunity. The Company is also in the process of bringing all of its periodic reports current for filing with the Securities and Exchange Commission. During this process, the Company intends to raise operational capital through private placements. PART II OTHER INFORMATION Item 1. Legal Proceedings. None Item 2. Changes in Securities. None Item 3. Defaults Upon Senior Securities. None Item 4. Submission of Matters to a Vote of Security Holders. None Item 5. Other Information. None Item 6. Exhibits and Reports on Form 8-K. None SIGNATURES 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 Registrant and in the capacities and on the dates indicated: PIERCE INTERNATIONAL DISCOVERY, INC. Date: May 5, 2000 /s/ Lionel L. Drage, President and Director We hereby consent to the use of our review report of Pierce International Discovery, Inc. dated May 2, 2000 for the period ended March 31, 2000 in the Form 10Q Report for the period then ended. s/s Crouch, Bierwolf & Chisholm Salt Lake City, UT