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, 2001
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Commission File Number 33-30743
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EMERGISOFT HOLDING, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 84-1121360
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6975 SOUTH UNION PARK CENTER, STE 600
SALT LAKE CITY UT 84047
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(Address of principal executive offices)
Registrant's telephone number
including area code (801) 256-9600
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PIERCE INTERNATIONAL DISCOVERY, INC.
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Former Name, Former Address and Former Fiscal Year End,
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
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and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
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26,003,008
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(Number of shares of common stock the registrant had
outstanding as of May 5, 2001)
PART 1
ITEM 1 - FINANCIAL STATEMENTS
The condensed consolidated 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 consolidated
financial position of the Company as of March 31, 2001 and the results of its
operations and changes in its financial position from June 30, 2000 through
March 31, 2001 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.
2
Emergisoft Holding, Inc. and Subsidiary
Consolidated Balance Sheets
March 31, June 30,
2001 2000
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(Audited)
ASSETS
Total Assets $ - $ -
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
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Accounts payable $ 5,687 $ -
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Total Current Liabilities 5,687 -
STOCKHOLDERS' EQUITY
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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 26,003 26,003
Additional Paid-In Capital 1,269,364 1,269,364
Accumulated (Deficit) (1,301,054) (1,295,367)
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Total Stockholders' Equity (5,687) -
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Total Liabilities and Stockholders' Equity $ - $ -
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See Accompanying Notes to Consolidated Financial Statements
Emergisoft Holding, Inc. and Subsidiary
Consolidated Statements of Operations
Unaudited
For the Three For the Nine
Months Ended Months Ended
March March March March
31, 2001 31, 2000 31, 2001 31, 2000
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REVENUE $ - $ - $ - $ -
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EXPENSES 4,732 - 5,687 -
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Net Loss $ (4,732) $ - $ (5,687) $ -
========== ========== ========== ==========
Gain (Loss) Per
Common Share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
Average Outstanding
Shares Basic 26,003,008 26,003,008 26,003,008 26,003,008
See Accompanying Notes to Consolidated Financial Statements
4
Emergisoft Holding, Inc. and Subsidiary
Consolidated Statements of Cash Flows
Unaudited
For the Nine Months Ended March 31, 2001 and 2000
For the Nine
Months Ended
March March
31, 2001 31, 2000
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Cash Flows from Operating Activities
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Net Profit (Loss) $ (5,687) $ -
Increase in Accounts Payable 5,687 -
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Net Cash Used in Operations - -
Cash Flows from Investing Activities - -
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Cash Flows from Financing Activities - -
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Net Increase (Decrease)
In Cash - -
Cash at Beginning of Period - -
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Cash at End of Period $ - $ -
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Non Cash Disclosure
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Interest $ - $ -
Taxes - -
See Accompanying Notes to Consolidated Financial Statements
5
Emergisoft Holding, Inc. and Subsidiary
Notes to the Financial Statements
March 31, 2001
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 10,000,000 shares with no par value.
The Company has been inactive since 1997. In 1999, the Company created,
and later merged with, a Nevada subsidiary. The Company is now a Nevada
Corporation.
In March, 2001, the Company created a wholly owned Delaware
Corporation, EMS Acquisition Corp. There have been no financial
transactions in the subsidiary since inception.
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Income Taxes
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At June 30, 2000, 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
commenced expiration in the years 2000 and will continue to expire through
2013.
Earning (loss) Per Share
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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.
Estimates and Assumptions
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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 - SUBSEQUENT EVENTS
In March, 2001, the Company created a wholly owned Delaware
Corporation, EMS Acquisition Corp. This subsidiary and the Company entered
into an agreement and plan of merger with Emergisoft Holding, a Delaware
Corporation. Emergisoft is a medical software company.
6
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Liquidity and Capital Resources.
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The Registrant had approximately $(5,687) as operating capital at
March 31, 2001. The Registrant intends to raise additional funds as needed
through private placements with accredited and sophisticated investors.
Results of Operation.
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Due to the lack of operations during the three quarters ended March
31, 2001, the registrant had net losses of $5,687, compared to net loss of
$0 for the nine months period ended March 31, 2000.
Plan of Operations.
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In March, 2001, the Company created a wholly owned Delaware
Corporation, EMS Acquisition. This subsidiary entered into an agreement
and plan of merger with Emergisoft, a Delaware Corporation. Emergisoft is
a medical software company.
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
On March 28, 2001, the Company created a wholly owned subsidiary,
EMS Acquisition Corp., intended to be used to merge with Emergisoft. EMS
is expected to merge with Emergisoft, with Emergisoft surviving as a wholly
owned subsidiary of the Company. The merger has been approved by the Board
of Directors of each company, the sole stockholder of EMS and holders in
excess of majority of the issued and outstanding capital stock of
Emergioft. The merger, which previously was expected to close on April 30,
2001, is subject to customary conditions to closing which the parties are
currently working to satisfy. In anticipation of the merger, the Company
changed its name to Emergisoft Holding, Inc., on May 10, 2001.
Item 6. Exhibits and Reports on Form 8-K
Exhibit No. Description Located
Exhibit 3.1. Certificate of Amendment to the
Articles of Incorporation Attached
7
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SIGNATURES
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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:
Emergisoft Holding, Inc.
Date: May 15, 2001 Lionel Drage, President and
Director