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 December 31, 1998
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
6746 South Revere Parkway, Ste 130, Englewood CO 80112
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 No X
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 November 30, 1999)
INDEX
Page
PART I. Number
ITEM 1. Financial Statements (unaudited). . . . . . . . . . .3
Balance Sheets-December 31, 1998 and June 30, 1998. .4
Statement of Operations
For the three and six months ended December 31, 1998 and 1997
and the period from April 19, 1989 to December 31, 19985
Statement of Changes in Stockholder's Equity
For the period from April 19, 1989 to December 31, 19986
Statement of Cash Flows
For the three and six months ended December 31, 1998 and 1997
and the period from April 19, 1989 to December 31, 19988
Notes to the Financial Statements . . . . . . . . . .9
ITEM 2. Plan of Operations. . . . . . . . . . . . . . . . . 11
PART II. Other Information . . . . . . . . . . . . . . . . . 12
Signatures. . . . . . . . . . . . . . . . . . . . . 12
PART 1
ITEM 1 - FINANCIAL STATEMENTS
The accompanying balance sheets of Pierce International Discovery, Inc.
(a development stage company) at December 31, 1998 and June 30, 1998, the
statements of operations and the statements of cash flows for the three and
six months ended December 31, 1998 and 1997 and the period from April 19, 1989
to December 31, 1998, and the statement of stockholders' equity for the
period from April 19, 1989 to December 31, 1998, have been prepared by the
Company's management. 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 December 31, 1998 are not
necessarily indicative of the results that can be expected for the year
ending June 30, 1999.
PIERCE INTERNATIONAL DISCOVERY, INC.
(a Development Stage Company)
Balance Sheets
ASSETS
December 31, June 30,
1998 1998
(unaudited)
CURRENT ASSETS
Cash $ - $ -
Total Current Assets - -
OTHER ASSETS
Undeveloped mineral properties - 4,000
Total Other Assets - 4,000
TOTAL ASSETS $ - $ 4,000
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 12,725 $ 9,000
Taxes Payable - 216,680
Total Current Liabilities 12,725 225,680
STOCKHOLDERS' EQUITY
Preferred Stock, 10,000,000 shares authorized,
no par value; - -
Common Stock 750,000,000 shares authorized,
no par value; 750,000,000 and 79,393,100 shares
issued and outstanding, respectively 1,255,142 1,039,962
Accumulated deficit during development
stage (1,267,867) (1,261,642)
Total Stockholders' Equity (12,725) (221,680)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ - $ 4,000
PIERCE INTERNATIONAL DISCOVERY, INC.
(a Development Stage Company)
Statements of Operations
(unaudited)
From
April 19,
For the Three For the Six
1989, date of Months Ended
Months Ended inception to
December 31, December 31, December 31,
1998 1997 1998 1997 1998
REVENUE $ - $ - $ - $ - $51,016
EXPENSES 725 2,045 6,225 32,219 1,141,061
NET LOSS-before
other income (725) (2,045) (6,225) (32,219) 1,090,045)
OTHER INCOME-(loss)
Net gain (loss) from transfer
of assets for payment of
liabilities - - - 254,171 (177,822)
INCOME (LOSS) $ (725) $ (2,045) $(6,225) $ 221,952 $(1,267,867)
Gain (Loss) Per
Common Share
Basic
loss before other income $ - $ - $ - $ -
Other income - - - .003
Net income - - - .003
Average Outstanding
Shares
Basic 750,000,000 750,000.000 750,000,000 79,393,100
PIERCE INTERNATIONAL DISCOVERY, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
Period from April 19, 1989 (date of inception) to December 31, 1998
(unaudited)
Common Stock
Accumulated
Shares Amount Deficit
Balance April 19, 1989 (inception) - $ - $-
Issuance of common shares per cash at $.002
related parties-April-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 - 1991 3,963,333 118,900 -
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 - 1992 5,328,811 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 predecessor cost - 1994 3,000,000 268,990 -
Issuance of common shares for services at $.001
-related parties - 1994 9,000,000 9,000 -
Net operating loss for the year ended
June 30, 1994 - - (85,805)
Issuance of common shares for cash at $.05-19942,000,000 100,000 -
Issuance of common shares for services at $.006 4,505,000 29,250 -
Net operating loss for the year ended
June 30, 1994 - - (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
Period from April 19, 1989 (date of inception) to December 31, 1998
(unaudited)
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 $.003 - related party -
August 28, 1998 670,606,900 212,680 -
Contribution to capital -
payment of excess - 2,500 -
Net operating loss for the period ended
December 31, 1998 - - (6,225)
Balance December 31, 1998 750,000,000 $1,255,142 $(1,267,867)
PIERCE INTERNATIONAL DISCOVERY, INC.
(A Development Stage Company)
Statements of Cash Flows
For the Three and Six months ended December 31, 1998 and 1997 and
the Period from April 19, 1989 (inception) to December 31, 1998
(unaudited)
From
April 19,
For the Three For the Six
1989, date of Months Ended
Months Ended inception to
December 31, December 31,
December 31,
1998 1997 1998 1997 1998
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Profit (loss) $ (725) $ (2,045) $(6,225) $221,952 $(1,267,867)
Adjustments to reconcile
net loss to cash provided
by operating activities
Depreciation - - - - 28,755
Common shares issued
for services - - - - 40,550
Profit (loss) on transfer of
assets for payment of debt- - - (254,171) 177,821
Changes in accounts payable 725 - 6,225 (5,046) 253,119
Net used in operations - (2,045) - (37,265) (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 - (2,045) - (65) -
Cash at beginning of period - 2,045 - 65 -
Cash at end of period $ - $ - $ - $ - $ -
SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
Issuance of 15,335,000 common shares for services - 1992 and 1994
$ 40,550
Issuance of 20,398,836 common shares for assets & payment of debt - 1994
$ 485,948
Issuance of 670,606,900 common shares for payment of debt - 1998
$ 212,680
PIERCE INTERNATIONAL DISCOVERY, INC.
(a Development Stage Company)
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 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 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.
Since inception the Company has been in the development stage.
NOTE 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 adopted a policy regarding payment of dividends.
Income Taxes
At June 30, 1998, the Company had a net operating loss carryforward of
$1,261,642. 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.
(a Development Stage Company)
Notes to the Financial Statements
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
NOTE 3 - RELATED PARTY TRANSACTIONS
The statement of changes in stockholders' 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.
NOTE 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 OPERATION
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 December 31, 1998 the Company had no assets to pay its liabilities.
Result of Operations
The Company has had no operations during this reporting period.
PART II OTHER INFORMATION
ITEM 2. CHANGES IN THE SECURITIES
NONE.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been below by following persons on behalf of the
Registrant and in thecapacities and on the dates indicated:
PIERCE INTERNATIONAL DISCOVERY, INC.
/s/
Robert Kroft,President and Director
[ARTICLE] 5
<TABLE>
<S> <C>
[PERIOD-TYPE] 6-MOS
[FISCAL-YEAR-END] JUN-30-1999
[PERIOD-END] DEC-31-1998
[CASH] 0
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 0
[PP&E] 0
[DEPRECIATION] 0
[TOTAL-ASSETS] 0
[CURRENT-LIABILITIES] 12,725
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 10,000,000
[COMMON] 1,255,142
[OTHER-SE] 0
[TOTAL-LIABILITY-AND-EQUITY] 0
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 725
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] 0
[INCOME-TAX] 0
[INCOME-CONTINUING] 0
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (725)
[EPS-BASIC] 0
[EPS-DILUTED] 0
</TABLE>
