UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D. C. 20549
               
                             FORM 10-KSB

(x ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 (FEE REQUIRED)
     For the fiscal year ended  June 30, 1998 
                                   

(  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
     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 incorporation   (I.R.S. Employer I.D. No.)
 or organization

      6746 South Revere Parkway ,  Ste 130, Englewood,  Colorado  80112   
             (Address of principal executive offices)           (Zip Code)

Issuer's telephone number, including area code                           

                           1-303-792-0719                                 

Securities registered pursuant to section 12 (b) of the Act:

Title of each class                              Name of each exchange on
                                                  which registered
       None                                             None

Securities registered pursuant to section 12 (g ) of the Act:
                  None                
                        (Title of Class)

Check whether the Issuer (1 ) filed all reports required to be filed by
section 13 or 15 (d) of the Exchange Act during the past 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.

 (1) Yes [   ]   No [x ]                      (2)  Yes [x ]    No [  ]

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be 
contained, to the best of the registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [  ]

State issuer's revenues for its most recent fiscal year:  $       -0-       

State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. The aggregate market value shall be computed by reference to 
the price at which the stock was sold, or the average bid and asked prices of 
such stock, as of a specified date within the past 60 days.
                                   
At  June 30, 1998, the aggregate market value of the voting stock  held  by 
nonaffiliates is undeterminable and is considered to be 0.  

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

                            Not applicable

              (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

As of October 27, 1998, the registrant had   750,000,000  shares of common
stock issued and outstanding.

                 DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the
part of the form 10- KSB (e.g., part I, part II, etc.) into which the document 
is incorporated: (1) Any annual report to security holders; (2) any proxy or 
other information statement; and (3) Any prospectus filed pursuant to rule 424 
(b) or (c) under the Securities Act of 1933: NONE




                          TABLE OF CONTENTS



PART I          
                                                                              
                                                                       Page
 
ITEM 1. DESCRIPTION OF BUSINESS                                       4

ITEM 2. DESCRIPTION OF PROPERTIES                                     4

ITEM 3.  LEGAL PROCEEDINGS                                            4

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS             4

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS      5

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION     5

ITEM 7. FINANCIAL STATEMENTS                                          6

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
        AND FINANCIAL DISCLOSURE                                      6

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS; 
        COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT            6

ITEM 10. EXECUTIVE COMPENSATION                                       8

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 
           AND MANAGEMENT                                             9

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS               10

PART IV

ITEM 13. EXHIBITS                                                     10


                    ITEM 1.  DESCRIPTION OF BUSINESS



HISTORY 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 shares with no par value.   

The company has been  engaged in the business of seeking mineral  leases for
potential development.  During 1997  the company transferred its remaining 
assets in exchange for settlement of its liabilities and  since that date has
remained inactive.  (See Item 3. Legal Proceedings)



                   ITEM 2.  DESCRIPTION OF PROPERTIES



The Company  does not maintain any office nor does it own any property  



                       ITEM 3.  LEGAL PROCEEDINGS



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. 



     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS



No matters were submitted to a vote of shareholders of the Company during the
fiscal year ended June 30, 1998.




    ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



During the past three years there has been no established trading market for
the company's common capital stock.  Since its inception, the Company has not
paid any dividends on its common stock, and the Company does not anticipate 
that it will pay dividends in the foreseeable future.  At June 30, 1998, the
Company had  72  shareholders.




   ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



OVERVIEW

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 Compnay has been engaged in the business of seeking mineral leases for
potenetial 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 parties, due to a default by the Company, with 
mutual releases of all claims, which resulted in a loss to the Company of 
$434,917.  

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.

The Company intends to take advantage of any reasonable business proposal
presented which management believes will provide the Company and its 
stockholders with a viable business opportunity. The board of directors will
make the final approval in determining whether to complete any acquisition, 
and unless required by applicable law, the articles of incorporation or bylaws 
or by contract, stockholders' approval will not be sought.

The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and 
other instruments will require substantial management time and attention and 
will require the Company to incur substantial costs for payment of 
accountants, attorneys, and others. If a decision is made not to participate 
in or complete the acquisition of a specific business opportunity, the costs 
incurred in a related investigation will not be recoverable. Further, even if
an agreement is reached for the participation in a specific business 
opportunity by way of investment or otherwise, the failure to consummate the 
particular transaction may result in the loss to the Company of all related 
costs incurred. In the past the board of directors has approved a resolution 
authorizing the Company to issue shares of its common stock as consideration
for monies advanced or services rendered on behalf of the Company.

Currently, management is not able to determine the time or resources that will
be necessary to complete the participation in or acquisition of any future 
business prospect.

Liquidity and Capital Resources

As of June 30, 1998, the Company had no assets to pay its liabilities.

Results of Operations

Since the Company ceased operations in 1997, its only activity to date
involves the investigation of potential business opportunities.




                      ITEM 7.  FINANCIAL STATEMENTS



The financial statements of the Company are  included following the signature
page to this form 10-KSB.




        ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                   ACCOUNTING AND FINANCIAL DISCLOSURE



For the fiscal years ending after June 30, 1994 the registrant changed
accountants. The former accountant was Doran W. Peck, 288 Clayton St, Ste 300, 
Denver, Colorado, 80206 and the present accountants are Andersen Andersen and
Strong, 941 E 3300 S #202, Salt Lake City, Utah, 84106. The Company has had no
disagreements with its former or present certified public accountants with
respect to accounting practices or procedures in the financial statement 
disclosures.



    ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
             PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT



The following table sets forth as of June 30, 1998, the name, age, and
position of each executive officer and director and the term of office of each 
director of the Company.



Name                 Age      Position            Director and/or Officer Since

Pierce D. Parker     71       President and Director         1997
Mark S. Cooper       38       Vice President and Director    1997
Nancy A.  Cooper     39       Secretary and Director         1997


Each director of the Company serves for a term of one year and until his
successor is elected at the Company's annual shareholders' meeting and is 
qualified, subject to removal by the Company's shareholders. Each officer
serves, at the pleasure of the board of directors, for a term of one year and
until his successor is elected at the annual meeting of the board of directors 
and is qualified.

Set forth below is certain biographical information regarding each of the
Company's executive officers and directors.

Pierce D. Parker         Mr. Parker received a Phd degree in geology from the
                         University of Wisconsin in 1956 and has since been
                         working as a geologist in the natural resources and
                         industrial real estate areas  

Mark S. Cooper           Mr Cooper received a Bachelors degree in communications
                         from the university of Miami in 1983 and has been 
                         working in the real estate field.

Nancy A. Cooper          Ms. Cooper received a bachelors degree in human
                         resources from the Colorado State university

Except as indicated below, to the knowledge of management, during the past
five years, no present or former director, executive officer or person 
nominated to become a director or an executive officer of the Company:

(1)  filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer appointed 
by a court for the business or property of such person, or any partnership
in which he was a general partner at or within two years before the time of
such filing;

(2)  was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic  violations and other minor offenses);

(3)  was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction, 
permanently or temporarily enjoining him from or otherwise limiting, the 
following activities:

       (I)  acting as a futures commission merchant, introducing broker,
            commodity trading  advisor, commodity pool operator, floor broker,
            leverage transaction merchant, associated person of any of the 
            foregoing, or as an investment advisor, underwriter, broker or 
            dealer in securities, or as an affiliate person, director or
            employee of any  investment company, or engaging in or continuing 
            any conduct or practice in connection with such activity;

       (ii)  engaging in any type of business practice; or

       (iii) engaging in any activity in connection with the purchase or sale
             of any security or commodity or in connection with any violation 
             of federal or state securities laws or federal commodities laws;

(4)  was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority barring, 
suspending or otherwise limiting for more than 60 days the right of such
person to engage in any activity described above under this Item, or to be
associated with persons engaged in any such activity;

(5)  was found by a court of competent jurisdiction in a civil action or by
the Securities and Exchange Commission to have violated any federal or state 
securities law, and the judgment in such civil action or finding by the 
Securities and Exchange Commission has not been subsequently reversed, 
suspended, or vacated.

(6)  was found by a court of competent jurisdiction in a civil action or by
the Commodity Futures Trading Commission to have violated any federal 
commodities law, and the judgement in such civil action or finding by the 
Commodity Futures Trading Commission has not been subsequently reversed, 
suspended or vacated.

            COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Since the Company ceased operations in 1990, the Company knows of no person,
who at any time during the subsequent fiscal years, was a director, officer, 
beneficial owner of more than ten percent of any class of equity securities 
of the registrant registered pursuant to Section 12 ("Reporting Person"), that 
failed to file on a timely basis any reports required to be furnished pursuant 
to Section 16 (a). Based upon a review of Forms 3 and 4 furnished to the 
registrant under Rule 16a-3(d) during its most recent fiscal year, other than
disclosed below, the registrant knows of no Reporting Person that failed to 
file the required reports during the most recent fiscal year or prior years.

The following table sets forth as of June 30, 1998, the name and position of
each Reporting Person that failed to file on a timely basis any reports 
required pursuant to Section 16(a) during the most recent fiscal year or 
prior years.

Name                   Position                    Report to be Filed

Pierce D. Parker      President and Director             Form 3
Mark S. Cooper        Vice  President and Director       Form 3
Nancy A. Cooper       Secretary and  Director            Form 3   





                    ITEM 10.  EXECUTIVE COMPENSATION



CASH COMPENSATION

There was no cash compensation paid to any director or executive officer of
the Company during the fiscal years ended June 30, 1998, 1997, and 1996. 

BONUSES AND DEFERRED COMPENSATION

None.

COMPENSATION PURSUANT TO PLANS

None.

PENSION TABLE
None.

OTHER COMPENSATION
None

COMPENSATION OF DIRECTORS
None.

TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT

There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash 
Compensation set out above which would in any way result in payments to any 
such person because of his resignation, retirement, or other termination of 
such person's employment with the Company or its subsidiaries, or any change 
in control of the Company, or a change in the person's responsibilities 
following a changing in control of the Company.




ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



The following table sets forth as of June 30, 1998, the name and address and
the number of shares of the Company's Common Stock, with no par value, held of 
record or beneficially by each person who held of record, or was known by the
Company to own beneficially, more than 5% of the issued and outstanding 
shares  of the Company's Common Stock, and the name and shareholdings of each
director and of all officers and directors as a group.


                               NATURE OF       NUMBER OF
NAME OF PERSON OR GROUP        OWNERSHIP (1)  SHARES OWNED  PERCENT

Officers and Directors and
  Principal Shareholders:

Pierce D. Parker               Direct          21,838,820     27.5 
Mark S. Cooper                 Direct          4,877,544       6.1
Nancy A. Cooper                Direct            707,000       8.9 

All Officers and Directors 
as a Group (3 persons)         Direct          27,423,364      42.5           
     
                   

           (1)     All shares owned directly are owned beneficially and of 
                   record, and such shareholder has sole voting, investment, 
                   and dispositive power, unless otherwise noted.




        ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS




TRANSACTIONS WITH MANAGEMENT AND OTHERS

Except as indicated below, and for the periods indicated, there were no
material transactions, or series of similar transactions, since the beginning 
of the Company's last fiscal year, or any currently proposed transactions, or
series of similar transactions, to which the Company was or is to be party, in 
which the amount involved exceeds $60,000, and in which any director or 
executive officer, or any security holder who is known by the Company to own 
of record or beneficially more than 5% of any class of the Company's common 
stock, or any member of the immediate family of any of the foregoing persons,
has an interest.

INDEBTEDNESS OF MANAGEMENT

There were not material transactions, or series of similar transactions, since
the beginning of the Company's  last fiscal year, or any currently proposed 
transactions, or series of similar transactions, to which the Company was or 
is to be a party, in which the amount involved exceeds $60,000 and in which 
any director or executive officer, or any security holder who is known to the 
Company to own of record or beneficially more than 5% of any class of the 
Company's common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.

TRANSACTIONS WITH PROMOTERS

The Company was organized more than five years ago therefore transactions
between the Company and its promoters or founders are not deemed to be material.



               ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K



(a) (1)  FINANCIAL STATEMENTS. The following financial statements are included
in this report:

Title of Document                              Page

Report of Andersen, Andersen & Strong, 
Certified Public Accountants                   12

Balance Sheets as of June 30, 1998 
and June 30, 1997                              13

Statements of Operations for years 
ended June 30, 1998, 1997 and 1996             14
and the period from April 19, 1989 
to June 30, 1998

Statements of Changes in Stockholders' 
Equity for the period from April 19,
1989  to June 30, 1998                         15

Statements of Cash Flows for the 
years ended June 30, 1998, 1997 and 1996       17
and the period from April 19, 1989 to 
June 30, 1998

Notes to Financial Statements                  18

(a)(2)  FINANCIAL STATEMENT SCHEDULES. The following financial statement
schedules are included as part of this report:

None.

(a)(3)  EXHIBITS.  The following exhibits are included as part of this report
by reference:

None.  





                               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                              
                           Pierce D. Parker, President and Director

Date:                      By                                            
                           Nancy A. Cooper, Secretary and Director    







Board of Directors
Pierce International Discovery, Inc. 
Salt Lake City, Utah

           REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying balance sheets of Pierce International
Discovery ( a development stage company), Inc. at June 30, 1998,  and June 30, 
1997 and the statements of operations, stockholders' equity, and cash flows 
for the years ended June 30, 1998 , 1997, and 1996 and the period from April
19, 1989 (date of inception) to June 30, 1998.  These financial statements are 
the responsibility of the Company's management. Our responsibility is to 
express an opinion on these financial statements based on our audits.

We conducted our audits 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 financial
statement presentation. We believe that our audits provide 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, 1998, and June 30, 1997,  and the results of
operations, and  cash flows for the years ended June 30, 1998, 1997 and 1996,
and the period from April 19, 1989 (date of inception) to June 30, 1998, 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 since its inception and does not have sufficient 
assets to pay its liabilities, 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 4. The financial statements do not include any 
adjustments that might result from the outcome of this uncertainty. 

Salt Lake City, Utah
October 26, 1998





                  PIERCE INTERNATIONAL DISCOVERY, INC.
                      (A DEVELOPMENT STAGE COMPANY)
                             BALANCE SHEETS
                     JUNE 30, 1998, AND JUNE 30, 1997


                                                        
                                             JUNE 30,         JUNE 30,   
                                              1998             1997      
ASSETS

CURRENT ASSETS

    Cash                                     $   -          $    65
     Total Current Assets                        -               65

OTHER ASSETS

    Undeveloped mineral properties                                            
                                              4,000            382,829      
                                            $ 4,000           $382,894  



LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES

    Accounts payable                       $   9,000        $ 609,846
    Accounts payable - related parties       216,680          216,680
          Total Current Liabilities          225,680          826,526       

STOCKHOLDERS' EQUITY

    Preferred stock
       10,000,000 shares authorized, 
        no par value, non outstanding            -               - 
        
    Common stock 
    750,000,000 shares authorized, no par value,                          
    79,393,100  shares issued and outstanding                            
                                              1,039,962        1,039,962    
    Accumulated deficit during development stage                       
                                             (1,261,642)      (1,483,594)

          Total Stockholder's Deficiency       (221,680)        (443,632)  
          
                                                                              
                                              $   4,000         $ 382,894

  The accompanying notes are an integral part of these financial statements.






                   PIERCE INTERNATIONAL DISCOVERY, INC.
                      (A DEVELOPMENT STAGE COMPANY)
                         STATEMENTS OF OPERATIONS
            FOR  THE YEARS ENDED JUNE 30, 1998, 1997 AND 1996 
 AND THE PERIOD FROM APRIL 19, 1989 (DATE OF INCEPTION) TO JUNE 30, 1998


                    
                                                              APRIL 19, 1989
                                                           (DATE OF  INCEPTION)
                                  1998     1997     1996   TO JUNE 30, 1998
   

REVENUES                          $  -    $   -     $  -        51,016 
 
    
EXPENSES                        32,219     77,522    24,631     1,134,836 

NET LOSS - before other income$ (32,219)$ (77,522)  $ (24,631) (1,083,820)

OTHER INCOME

  Net gain (loss) from transfer of
  assets for payment of liabilites 254,171 (434,918)     -     (177,822)
    
NET INCOME (LOSS)                  221,952 (512,440) (24,631)  (1,261,642)




GAIN ( LOSS) PER COMMON SHARE
 
    Basic
      Loss before other income      $   -    $ -        $   -   
      Other income (loss)             .003   (.006)         -   
      Net income (loss)$              .003   $(.006)    $   -          



AVERAGE OUTSTANDING SHARES
    

    Basic                           79,393,100  79,393,1007 9,393,100





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 JUNE 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 - 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        3,000,000     268,990    -  
             at predecessor cost - 1994
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 - 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 JUNE 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)
   

The accompanying notes are an integral part of these financial statements.


                 PIERCE  INTERNATIONAL  DISCOVERY,  INC.
                      (A DEVELOPMENT STAGE COMPANY)
                         STATEMENT OF CASH FLOWS
             FOR THE YEARS ENDED JUNE 30, 1998, 1997 AND 1996
 AND THE PERIOD FROM APRIL 19, 1989 (DATE OF INCEPTION) TO JUNE 30, 1998 


      
                                                               APRIL 19, 1989
                                                             (DATE OF INCEPTION)
                                                             TO JUNE 30, 1998   
                         1998         1997            1996    
 
   
CASH FLOWS FROM 
 OPERATING ACTIVITIES:                                              

 Net  profit  (loss)    $ 221,952  $  (512,440)     $ (24,631)  (1,261,642)
                                            
 Adjustments to reconcile net loss to
  net cash provided by operating
  activities:

Common shares issued 
for services                 -           -                -       40,550
Depreciation                                                         
                             -         2,000           2,000      28,755
(Profit)  loss  on 
transfer of assets      (254,171)     434,918             -      177,821
for payment of liabilities
Changes  in accounts 
payable                   (5,046)      75,136         24,359      246,894 
                                                                              
                                  
              
Net  used   in  
 operations              (37,265)       (386)          1,728    (767,622)


CASH FLOWS FROM INVESTING  ACTIVITIES: 

  Purchase of assets         -             -        (20,789) 

 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          (65)           (386)   (19,061)      -      

Cash at Beginning of Period  65             451      19,512      -      

Cash at End of Period    $    -       $     65    $     451      -     


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

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 parties, due to a default by the Company, with 
mutual releases of all claims, which resulted in a loss to the Company of 
$434,917. 

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 79,393,100
shares of common stock  issued and outstanding of which 44,405,723  shares 
were  issued to related parties. See note 5 (subsequent events) for additional 
shares 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.












                 PIERCE INTERNATIONAL DISCOVERY, INC.
                    (A DEVELOPMENT STAGE COMPANY)
              NOTES TO FINANCIAL STATEMENTS - CONTINUED



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.

5.  SUBSEQUENT EVENTS

On August 28, 1998 the Company issued 670,606,900 common shares as payment of
debt due to related parties.