UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended JUNE 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 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
MIDVALE, UT. 84047
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (801) 256-9600
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
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,
and (2) has been subject to such filing requirements for the past 90 days.
[ X ] YES [ ] NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]
Revenue for the year ended June 30, 2000: $ 0.
As of July 11, 2000 it is unclear as to the aggregate market value of the
voting stock held by non-affiliates of the Registrant. This is due to the low
or almost non-existing trading of the Registrant's Securities.
As of July 11, 2000 the number of shares outstanding of the Registrant's
Common Stock was 26,003,008.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Pierce International Discovery, Inc., ("the Company")was organized
on April 19, 1989 in the State of Colorado with authorized common stock on
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 for a number of years.
In 1999, the Company created, and later merged with, a Nevada
subsidiary. The Company is now a Nevada Corporation with authorized common
stock of 750,000,000 shares.
In May, 1999, the Company acquired, but later rescinded, the
acquisition of Pierce International Discovery, Inc. In the transaction, the
name of the corporation was changed to InShape International, Inc. the
business transaction was rescinded and none the business of InShape
International was ever transacted within this company's business entity and
the name changed to Pierce International Discovery, Inc.
The Company is currently looking for a merger candidate and will
change the name from the current Pierce International Discovery, Inc. to the
appropriate name of the new merger candidate.
ITEM 2. DESCRIPTION OF PROPERTY
None
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
On March 10, 1999, a special meeting of the shareholders of Pierce
International Discovery, Inc. was held for the purpose of authorizing a
reverse stock split of up to 1300 to 1, change the Company's domicile from
Colorado to Nevada and to authorize a potential name change.
PART II
ITEM 5. MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Because this report is being prepared in 2000, the Company has not
been able to obtain any reliable trading history for the period reported.
During the year ended June 30, 1999 and 2000 there appeared to be little
or no trading in the stock of the Company. As of July 12, 2000, the Company
had approximately 68 shareholders of record.
The Company has not declared any cash dividends on its Common Stock
since inception and its Board of Directors has no present intention of
declaring any dividends. For the foreseeable future, the Company intends to
retain all earnings, if any, for use in the development and expansion of its
business.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Company had no revenue during the years ended June 30, 1999 and
2000. Total stockholders' equity was $0 at June 30, 1999 and 2000. The
Company has no operating capital for future operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company has no liquid assets and is currently in the process of
looking for business opportunities to merge with or acquire. At minimum, the
Company will need to raise additional capital through private funding
to meet the financial needs of being a reporting company. There is no
guarantee that the Company will be successful in obtaining necessary funding
to develop any business opportunities.
RESULTS OF OPERATIONS
The Company reported no net income for the year ended June 30,
2000, compared to net loss of $(33,725) for the previous year. The Company
anticipates very little or no overhead from future operations until a
successor business can be acquired or merged.
ITEM 7. FINANCIAL STATEMENTS
(a)(1) The following financial statements of the Company and its
subsidiaries have been filed as part of this report (see Item 8 "Financial
Statements and Supplementary Data"):
Independent Auditors' Report
Balance Sheets as of June 30, 1999 and 2000.
Statements of Operations for the years ended June 30, 1999 and June
30, 2000
Statements of Stockholders' Equity for the period from July 1, 1998
to June 30, 2000.
Statement of Cash Flows for the years ended June 30, 1999 and June
30, 2000.
Notes to Financial Statements.
(2) Schedules are omitted because of the absence of conditions under
which they are required or because the required information is given in the
financial statements or notes thereto.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL
DISCLOSURE
None.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following information is furnished with respect to the Company's
Board of Directors and executive officers. There are no family relationship
between or among any of the Company's directors or executive officers.
DIRECTORS AND EXECUTIVE OFFICERS
Age Director
Name (2000) Since Position with the
Company
Lionel Drage 74 2000 President / Director
3131 Celeste Circle
Salt Lake City UT 84106
Mr. Drage has been appointed to the Board of Directors and serves as the
Company's sole officer. Due to medical reasons, Mr. Robert Kroft has resigned
from management.
Mr. Drage graduated from the University of Utah in 1954 with a Bachelors
of Science in Banking and Finance, and in 1957 received a Masters Degree from
the University of California (Berkley) in Corporate Finance and Production
Management. He completed Cornell University's Executive Development Program
and New York University's Executive Financial Planning program. Mr. Drage
retired in 1989 and since that time has provided consulting services on a
part-time basis.
During his forty years in business he has served in numerous executive
positions, including General Manager Fur Breeders of Agricultural
Cooperative (1985-89), Mining Operations and Management Advisor for
Coordinated Financial Services (1984-85), President and CEO of Chugach Alaska
Corporation (1980-83), Vice President of Emery Mining Corporation (1978-80),
and Vice President of MIC Investment Corporation (1969-73). From 1973 to 1978
Mr. Drage served as the Director of the State Emergency Medical Program of the
University of Utah and the Intermountain Regional Medical Program. Mr. Drage
was the founder of Western Home Bank and has served on the Board of Directors
of United Bank Alaska and Zions First National Bank. He is a former member
of the American Institute of Industrial Engineers, American Institute of
Mining Engineers, Alaska Mining Association and the Financial Executives
Institute. Mr. Drage is a former instructor in the College of Business at
the University of Utah for corporate finance, business forecasting, and
production management.
ITEM 10. EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
During the 3rd quarter for the period ended June 30, 1999 twenty-five
million shares were issued to Mr.Kroft. At the time of issuance there was no
market for the Company's common stock. Consequently, the shares were valued
at par value. No compensation was paid to officers or directors for the year
ended June 30, 2000.
EMPLOYMENT AGREEMENTS AND OTHER COMPENSATION ARRANGEMENTS
There are currently no agreements with members of management as to
employment or compensation.
COMPENSATION OF NON-EMPLOYEE DIRECTORS
There is currently no compensation paid to non-employment directors.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Amount and Nature
Name and Address Of Beneficial Percent of
of Beneficial Owner Ownership Class
Robert Kroft 25,000,000 96.14%
6975 Union Park Center #600
Salt Lake City UT 84047
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than executive compensation disclosed above, during the reported
year the Registrant did not enter into any transactions with management which
are to be reported under this Item.
ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K
(A) Exhibits
EXHIBIT
NO. DESCRIPTION
23.01 Consent of Crouch, Bierwolf & Associates
27.01 Financial Data Schedule
(b) The Registrant filed no current reports on Form 8-K during the last
quarter of the fiscal year ended June 30, 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Pierce International Discovery, Inc.
By:
/s/ Lionel Drage
Dated: July 13, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons of behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Lionel Drage President and Director
(Principal Executive and
Financial Officer) July 13, 2000
INDEPENDENT AUDITOR'S REPORT
Stockholders and Directors
Pierce International Discovery, Inc.
Salt Lake City, Utah
We have audited the accompanying balance sheet of Pierce International
Discovery, Inc.(a Nevada corporation) as of June 30, 1999 and 2000 and the
related statements of operations, stockholders' equity, and cash flows for the
year then ended. These financial statements are the responsibility of the
company's management. Our responsibility is to express and 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 Pierce
International Discovery, Inc. at June 30, 1999 and 2000, and the results of
its operations and cash flows for the year then ended in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has suffered
recurring losses from operations and does not have sufficient assets to pay
for any future operations, which raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these
matters are described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Salt Lake City, UT
July 13, 2000
PIERCE INTERNATIONAL DISCOVERY, INC.
Balance Sheet
ASSETS
June 30,
1999 2000
TOTAL ASSETS $ - $ -
STOCKHOLDERS' EQUITY
Common Stock 750,000,000 shares authorized
$.001 par value; 26,003,008 shares
issued and outstanding 26,003 26,003
Additional paid in Capital 1,269,364
Retained Deficit (1,295,367 ) (1,295,367)
Total Stockholders' Equity $ - $ -
PIERCE INTERNATIONAL DISCOVERY, INC.
Statements of Operations
For the Year For the Year
Ended Ended
June 30, June 30,
1999 2000
REVENUE $ - $ -
EXPENSES 33,725 -
NET LOSS $ (33,725) $ -
Loss Per Common Share
(Note 1) $ (.01) $ -
Average Outstanding Shares 5,095,162 26,003,008
PIERCE INTERNATIONAL DISCOVERY, INC.
Statement of Changes in Stockholders' Equity
Period from June 1, 1998 to June 30, 2000
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit
Balance June 30, 1998 108,865 $ 109 $ 108,756 $(1,261,642)
Issuance of common shares for
payment of debt - related party
- August 28, 1998 (Note ) at
$.24 per share 894,143 894 214,286 -
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 26,003,008 26,003 1,269,364
(1,295,367)
Net income for the period ended
June 30, 2000 - - - -
Balance June 30, 2000 $ 26,003,008 $ 26,003 $
1,269,364 $ (1,295,367)
PIERCE INTERNATIONAL DISCOVERY, INC.
Statements of Cash Flows
For the Years Ended
June 30,
1999 2000
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Profit (loss) $(33,725) $-
Adjustments to reconcile
net loss to cash provided
by operating activities
Common shares issued
for services 25,000 -
Changes in accounts payable 8,725 -
Net used in operations - -
CASH FLOWS FROM
INVESTING ACTIVITIES - -
CASH FLOWS FROM
FINANCING ACTIVITIES - -
Net Increase (Decrease)
In Cash - -
Cash at beginning of period - -
Cash at end of period $ - $ -
Supplementary Cash Flow Information:
Cash Paid for:
Interest $ - $ -
Taxes $ - $ -
SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
Issuance of 894,143 common shares for
payment of debt $215,180 $-
Issuance of 25,000,000 common shares
for payment of services $25,000 $-
PIERCE INTERNATIONAL DISCOVERY, INC.
Notes to the Financial Statements
June 30, 2000
NOTE 1 - BACKGROUND AND 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 with no par value.
The Company was in the business of seeking mineral leases for potential
development but has had no operations for several years.
In 1999, the Company created, and later merged with, a Nevada subsidiary.
The Company is now a Nevada Corporation with authorized common stock of
750,000,000 shares.
In May, 1999, the Company acquired, but later rescinded, the acquisition
of Pierce International Discovery, Inc. In the transaction, the name of the
corporation was changed to InShape International, Inc. The business
transaction was rescinded and none of the business of InShape International
was ever transacted within this company's business entity and the
name was changed back to Pierce International Discovery, Inc.
The Company is currently looking for a merger candidate and will change
the name from Pierce International Discovery, Inc. to the appropriate name of
the new merger candidate.
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
For the purposes of the statement of cash flows, the Company considers
all highly liquid debt instruments with maturity of three months or less to be
cash equivalents.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reporting period. In these
financial statements, assets, liabilities and earnings involve extensive
reliance on management's estimates. Actual results could differ from those
estimates.
Income Taxes
The Company adopted Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" and has applied the provisions of the statement
which resulted in no significant adjustment.
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-(Continued)
Income Taxes-(continued)
Statement of Financial Accounting Standards No. 109 "Accounting for
Income Taxes" requires an asset and liability approach for financial
accounting and reporting for income tax purposes. This statement recognizes
(a) the amount of taxes payable or refundable for the current year and (b)
deferred tax liabilities and assets for future tax consequences of events
that have been recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the
recognition of accounting transactions for tax and financial reporting
purposes. There were no temporary differences at June 30, 2000 and earlier
years, accordingly, no deferred tax liabilities have been recognized for all
years.
The Company had cumulative net operating loss carryforwards over
$1,000,000 at June 30, 2000. No effect has been shown in the financial
statements for the net operating loss carryforwards as the likelihood of
future tax benefit from such net operating loss carryforwards is not
presently determinable.
Earnings Per Share
The computation of earnings per share of common stock is based on the
weighted average number of shares outstanding during the period.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. Currently, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient
to cover its operating costs and to allow it to continue as a going concern.
Management is currently looking for a merger candidate or other business
to start or acquire.
NOTE 4 - REVERSE STOCK SPLIT
In 1999, the shareholders of the Company authorized a 1 for 750 reverse
stock split. All shareholders holding at least 100 shares were not to be
reversed below that number. The financial statements have been restated to
show the reverse stock split.
NOTE 5- STOCKHOLDERS' EQUITY / COMMON STOCK TRANSACTIONS
During 1999, the Company issued 894,143 (post-reverse split) shares for
satisfaction of Company debt of $215,180.
During 1999, the Company issued 25,000,000 shares of common stock for
services rendered for an officer and director.
During 1999, the Company adjusted its equity to reflect $0.001 par value
common stock.
We hereby consent to the use of our audit report of Pierce International
Discovery, Inc. dated July 13, 2000 for the years ended June 30, 1999 and 2000
in the Form 10KSB Annual Report.
s/s Crouch, Bierwolf & Associates
Salt Lake City, Utah
July 13, 2000
