UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
(x ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File number 33-30743
PIERCE INTERNATIONAL DISCOVERY, INC.
(Exact name of registrant as specified in charter)
Colorado 84-1121360
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6746 South Revere Parkway, Ste 130, Englewood, Colorado 80112
(Address of principal executive offices) (Zip Code)
1- 303-792-0719
Registrant's telephone number, including area code
(Former name, former address, and former fiscal year, 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 for such shorter period that the
registrant was required to file such reports), Yes [ ] No [ x ]
and (2) has been subject to such filing requirements for the past 90 days.
Yes [x ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the last practicable date.
Class Outstanding as of October 27, 1998
Common Stock, no par 750,000,000
INDEX
Page
Number
PART I.
ITEM 1. Financial Statements (unaudited). . . . . . . 3
Balance Sheets . . . . . . . . . . . . . . . . . . . . 4
September 30, 1998 and June 30, 1998
Statements of Operations
For the three months ended September 30, 1998 and 1997 .5
and the period from April 19, 1989 to September 30, 1998
Statement of Changes in Stockholders' Equity
For the period from April 19, 1989 to September 30, 1998 6
Statements of Cash Flows
For the three months ended September 30, 1998 and 1997 .7
and the period from April 19, 1989 to September 30, 1998
Notes to Financial Statements. . . . . . . . . . . . . 8
ITEM 2. Plan of Operations. . . . . . . . . . . . . .10
PART II
Other Information . . . . . . . . . . . . . . . . . 11
Signatures . . . . . . . . . . . . . . . . .12
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying balance sheets of Pierce International Discovery, Inc. (a
development stage company) at September 30, 1998 and June 30 1998, the
statements of operations and the statements of cash flows for the three
months ended September 30, 1998 and 1997 and the period from April 9, 1989
to September 30, 1998, and the statement of stockholders' equity for the
period from April 19, 1989 to September 30, 1998, have been prepared by the
Company's management and they do not include all information and notes to the
financial statements necessary for a complete presentation of the financial
position, results of operations, cash flows, and stockholders' equity in
conformity with generally accepted accounting principles. In the opinion
of management, all adjustments considered necessary for a fair presentation of
the results of operations and financial position have been included and all
such adjustments are of a normal recurring nature.
Operating results for the quarter ended September 30, 1998, are not
necessarily indicative of the results that can be expected for the year
ending December 31, 1998.
PIERCE INTERNATIONAL DISCOVERY, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
SEPTEMBER 30, 1998, AND JUNE 30, 1998
SEPTEMBER 30, JUNE 30,
1998 1998
ASSETS
CURRENT ASSETS
Cash $ - $ -
Total Current Assets - -
OTHER ASSETS
Undeveloped mineral properties - 4,000
$ - $ 4,000
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
Accounts payable $ 12,000 $ 9,000
Accounts payable - related parties - 216,680
Total Current Liabilities 12,000 225,680
STOCKHOLDERS' EQUITY
Preferred stock
10,000,000 shares authorized, no
par value, non out - -
Common stock
750,000,000 shares authorized, no par value,
750,000,000 shares issued and outstanding at
September 30, 1998; 79,393,100 at
June 30, 1998 1,255,142 1,039,962
Accumulated deficit during
development stage 1,267,142) (1,261,642)
Total Stockholder's Deficiency (12,000) (221,680)
$ - $ 4,000
The accompanying notes are an integral part of these financial statements.
PIERCE INTERNATIONAL DISCOVERY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
AND THE PERIOD FROM APRIL 19, 1989 (DATE OF INCEPTION) TO SEPTEMBER 30, 1998
THREE MONTHS THREE MONTHS APRIL 19, 1989
SEPTEMBER 30 SEPTEMBER 30 (DATE OF
INCEPTION)
1998 1997 TO SEPT 30, 1998
REVENUES $ - $ - 51,016
EXPENSES 5,500 30,174 1,140,336
NET LOSS - before other income $ (5,500) $ (30,174) (1,089,320)
OTHER INCOME
Net gain (loss) from transfer of
assets for payment of liabilites - 254,171 (177,822)
NET INCOME (LOSS) (5,500) 223,997 (1,267,142)
GAIN ( LOSS) PER COMMON SHARE
Basic
Loss before other income $ - $ -
Other income (loss) - .003
Net income (loss) $ - $ .003
AVERAGE OUTSTANDING SHARES
Basic 750,000,000 79,393,100
The accompanying notes are an integral part of these financial statements.
PIERCE INTERNATIONAL DISCOVERY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM APRIL 19, 1989 (DATE OF INCEPTION) TO SEPTEMBER 30, 1998
COMMON STOCK ACCUMULATED
SHARES AMOUNT DEFICIT
BALANCE APRIL 19, 1989 (date of inception) - - -
Issuance of common shares for cash at $.002 -
related parties - April through
June 1989 28,250,000 43,375 -
Net operating loss from April 19, to
June 30, 1989 - - (7,083)
Net operating loss for the year ended
June 30, 1990 - - (214,251)
Issuance of common shares for cash ( net of
offering costs) at $.05 - 1991 4,117,120 168,938 -
Issuance of common shares for cash at $.03 -
related parties - 199 13,963,333 118,900 -
Net operating loss for the year ended
June 30, 1991 - - (291,658)
Issuance of common shares for services at
$.001 - 1992 1,830,000 2,300 -
Issuance of common shares for payment of
debt at $.012 - 1992 17,398,836 216,958 -
Issuance of common shares for cash at $.015 -
related parties - 199 25,328,811 82,251 -
Net operating loss for the year ended
June 30 ,1992 - - (123,793)
Net operating profit for the year
ended June 30, 1993 - - 2,116
Issuance of common shares for assets
at $.09 - related parties -
recorded at 3,000,000 268,990 -
predecessor cost - 1994
Issuance of common shares for services
at $.001 - related parties - 199 49,000,000 9,000 -
Net operating loss for the year
ended June 30, 1994 - - (85,805)
Issuance of common shares for
cash at $.05 - 1994 2,000,000 100,000 -
Issuance of common shares for
services at $.006 4,505,000 29,250 -
Net operating loss for the
year ended June 30, 1995 - - (226,049)
BALANCE JUNE 30, 1995 79,393,100 1,039,962 (946,523)
PIERCE INTERNATIONAL DISCOVERY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - continued
PERIOD FROM APRIL 19, 1989 (DATE OF INCEPTION) TO SEPTEMBER 30, 1998
COMMON STOCK ACCUMULATED
SHARES AMOUNT DEFICIT
Net operating loss for the year ended
June 30, 1996 - - (24,631)
BALANCE JUNE 30, 1996 79,393,100 1,039,962 (971,154)
Net operating loss for the year
ended June 30, 1997 - - (512,440)
BALANCE JUNE 30, 1997 79,393,100 1,039,962 (1,483,594)
Net operating profit for the
year ended June 30, 1998 - - 221,952
BALANCE JUNE 30, 1998 79,393,100 1,039,962 (1,261,642)
Issuance of common shares for payment of debt at
$.0003 - related parties -
August 28, 1998 670,606,900 212,680 -
Contribution to capital - payment of
expenses 2,500 -
Net operating loss for the three months
ended September 30, 1998 - - (5,500)
BALANCE SEPTEMBER 30, 1998 750,000,000 1,255,142 $ (1,267,142)
The accompanying notes are an integral part of these financial statements.
PIERCE INTERNATIONAL DISCOVERY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
AND THE PERIOD FROM APRIL 19, 1989 (DATE OF INCEPTION) TO SEPTEMBER 30, 1998
APRIL 19, 1989 THREE MONTHS THREE MONTHS
(DATE OF INCEPTION)
SEPTEMBER 30, SEPTEMBER 30, TO SEPTEMBER 30,
1998 1997 1998
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net profit (loss) $ (5,500)$ 223,997 (1,267,142)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Common shares issued for services - - 40,550
Depreciation - - 28,755
(Profit) loss on transfer of assets - (254,171) 177,821
for payment of debt
Changes in accounts payable 5,500 (5,046) 252,394
Net used in operations - 35,220 (767,622)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Proceeds from sale of assets - 37,200 37,200
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of common shares for payment of debt - - 216,958
Proceeds from issuance of common stock - - 513,464
Net Increase (Decrease) in Cash - 1,980 -
Cash at Beginning of Period - 65 -
Cash at End of Period $ - $ 2,045 -
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Issuance of 11,300 common shares for services - 1992 and 1994
$ 40,550
Issuance of 3,000,000 common shares for assets - 1994
$268,990
Issuance of 670,606,900 common shares for payment of debt - 1998
$212,680
The accompanying notes are an integral part of these financial statements.
PIERCE INTERNATIONAL DISCOVERY, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
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 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 1997 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 become inactive since the transfer of its remaining assets.
Since inception the Company has been in the development stage.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
At June 30, 1998, the Company had a net operating loss carry forward of
$1,261,642. The tax benefit from the carry forward 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 200 through 2013.
PIERCE INTERNATIONAL DISCOVERY, INC.
( A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Earnings (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..
Financial Instruments
The carrying amounts of financial instruments, including undeveloped mineral
properties and accounts payable, are considered by management to be their
estimated fair values. These values are not necessarily indicative of the
amounts that the Company could realize in a current market exchange.
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.
3. RELATED PARTY TRANSACTIONS
The statement of changes in stockholder's equity shows a total of 750,000,000
shares of common stock issued and outstanding of which 715,012,623 shares
were issued to related parties.
The officers and directors of the Company are involved in other business
activities and they may, in the future, become involved in additional business
ventures which also may require their attention. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The Company has
formulated no policy for the resolution of such conflicts.
4. GOING CONCERN
The Company intends to acquire interests in various business opportunities
which, in the opinion of management, will provide a profit to the Company.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding which will enable the Company to operate in the future.
Management recognizes that, if it is unable to raise additional capital, it
cannot conduct any operations in the future.
ITEM 2. PLAN OF OPERATIONS
The Company's management intends to acquire interests in various business
opportunities which, in the opinion of management, will provide a profit to
the Company. Continuation of the Company as a going concern is dependent
upon obtaining additional working capital and the management of the Company has
developed a strategy, which it believes will accomplish this objective through
additional equity funding and long term financing, which will enable the
Company to operate in the future. The Company's officers plan to pay any
future expenses of the Company as short term loans until additional funding
can be obtained.
Liquidity and Capital Resources
At September 30, 1998 the Company had no assets to pay its liabilities.
Results of Operations
The Company has had no operations during this reporting period.
PART II -
OTHER INFORMATION
ITEM 2. CHANGES IN THE SECURITIES
On August 28, 1998 the registrant issued 670,606,900 common shares to related
parties for payment of debt.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by following persons on behalf of
the Registrant and in the capacities and on the dates indicated:
PIERCE INTERNATIONAL DISCOVERY, INC.
Date: By
Robert Kroft, President and Director
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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