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, 1999

        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-March 31, 1999 and June 30, 1998 . . .4

               Statement of Operations
               For the three and nine months ended March 31, 1999 and 1998
               and the period from April 19, 1989 to March 31, 1999.5

               Statement of Changes in Stockholder's Equity
               For the period from April 19, 1989 to March 31, 1999.6

               Statement of Cash Flows
               For the three and nine months ended March 31, 1999 and 1998
               and the period from April 19, 1989 to March 31, 1999.8

               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 March 31, 1999 and June 30, 1998, the
statements of operations and the statements of cash flows for the three and
nine months ended March 31, 1999 and 1998 and the period from April 19, 1989
to March 31, 1999, and the statement of stockholders' equity for the period
from April 19, 1989 to March 31, 1999, 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 March 31, 1999 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

                                              March 31,           June 30,
                                                1999               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                      $        -       $     9,000
     Taxes Payable                                  -           216,680

     Total Current Liabilities
                                                    -           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     1,270,367       1,039,962
     Accumulated deficit during development
      stage                                     (1,270,367)     (1,261,642)

     Total Stockholders' Equity                      -           (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 Nine
                                     1989, date of          Months Ended
                                     Months Ended           inception to
                                  March 31,     March 31,   March 31,
                                   1999        1998         1999    1998
                                                                1999

REVENUE           $     -          $    -     $   -    $   -          $51,016

EXPENSES                         2,500                         -      8,725
 34,719            1,143,561

NET LOSS-before
   other income        (2,500)     -         (8,725)  (34,719) (1,090,045)

OTHER INCOME-(loss)
   Net gain (loss) from transfer
   of assets for payment of
   liabilities           -       -       -       254,171           (177,822)

INCOME (LOSS)     $  (2,500)     -    $(8,725) $     219,452     $(1,270,367)

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)
                       Statements of Cash Flows
  For the Three and Nine months ended March 31, 1999 and 1997 and
    the Period from April 19, 1989 (inception) to March 31, 1999
                            (unaudited)
                                        From
                                        April 19,
                                        For the Three    For the Nine
                                        1989, date of
                                        Months Ended     Months Ended
                                                         inception to
                                        March 31,         March 31,
                                                                     March 31,
                                      1999     1998     1999    1998    1999


CASH FLOWS FROM
OPERATING ACTIVITIES
  Net Profit (loss)       $ (2,500) $   -     $(8,725) $221,952   $(1,270,367)
  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 payable2,500     -      8,725        (5,046)  255,619

   Net used in operations -        -         -        (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 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 ssumptions 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.

NOTE 5 - REVERSE STOCK SPLIT / SUBSEQUENT EVENTS

       In 1999, the Company affected a 1 for 1,000 stock split, with
shareholders holding no less than 100 shares after the split.





                      ITEM 2 - PLAN OF OPERATION



ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS.

  Liquidity and Capital Resources.  The Registrant had approximately $0 as
operating capital at March 31, 1999. The Registrant intends to raise additional
funds as needed throughprivate placements with accredited and sophisticated
investors.

     Results of Operation.  Due to the lack of operations during the quarter
ended March 31, 1999, the registrant had net loss of $(2,500), compared to net
loss of $0 for the same period last year.  The registrant had net loss of
(8,725) for the nine months ended March 31, 1999, compared to net income of
$219,452 for the same period last year.

     Plan of Operations.  The Company is currently in the process of looking
for business opportunities to acquire or merge with.  There is no guarantee
that management will be successful in finding such an opportunity.  The Company
is also in the process of bringing all of its periodic reports current for
filing with the Securities and Exchange Commission. During this process, the
Company intends to raise operational capital through private placements.

                                        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.

     In 1999, the Company created, and later merged with, a Nevada subsidiary.
The Company is now a Nevada Corporation.

Item 5.   Other Information.                                None
Item 6.   Exhibits and Reports on Form 8-K.                 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 the capacities and on the dates indicated:


                 PIERCE INTERNATIONAL DISCOVERY, INC.

                                         /s/

                                   Robert Kroft, President and Director