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, 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



             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   X     No

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 February 5, 2000)

                                INDEX

                                                                Page
PART I.                                                         Number

     ITEM 1.   Financial Statements (unaudited). . . . . . . . . . .3

               Balance Sheets-December 31, 1999 and June 30, 1999. .4

               Statement of Operations
               For the three and six months ended December 31, 1999 and 1998
               and the period from April 19, 1989 to December 31, 19995

               Statement of Changes in Stockholder's Equity
               For the period from April 19, 1989 to December 31, 19996

               Statement of Cash Flows
               For the three and six months ended December 31, 1999 and 1998
               and the period from April 19, 1989 to December 31, 19998

               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, 1999 and June 30, 1999, the
statements of operations and the statements of cash flows for the three and
six months ended December 31, 1999 and 1998 and the period from April 19, 1989
to December 31, 1999, and the statement of stockholders' equity for the
period from April 19, 1989 to December 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 December 31, 1999 are not
necessarily indicative of the results that can be expected for the year
ending June 30, 2000.

                 PIERCE INTERNATIONAL DISCOVERY, INC.
                    (a Development Stage Company)
                            Balance Sheets


                                ASSETS
                                              December 31,        June 30,
                                                   1999            1999
                                               (unaudited)

     TOTAL ASSETS                  $               -        $            -


                         STOCKHOLDERS' EQUITY


STOCKHOLDERS' EQUITY

     Preferred Stock, 10,000,000 shares authorized,
        no par value;                                          -          -
     Common Stock 750,000,000 shares authorized,
        no par value; 26,003,008 shares
        issued and outstanding, respectively       1,295,367       1,295,367
     Accumulated deficit during development stage (1,295,367)     (1,295,367)

     Total Stockholders' Equity                         -              -

     TOTAL STOCKHOLDERS' EQUITY         $               -        $     -




                 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,
                         1999       1998    1999     1998            1999

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

EXPENSES              -              725     -        6,225        1,168,561

NET LOSS-before
   other income        -           (725)     -        (6,225)  (1,117,545)

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

INCOME (LOSS)     $      -      $  (725)   $-       (6,225)    $(1,295,367)

Gain (Loss) Per
  Common Share

 Basic
   loss before other income        $     -    $   -    $   -          $(.01)

   Other income       -        -         -       -
   Net income         -        -         -       (.01)


Average Outstanding
  Shares
   Basic          26,003,008          1,003,008       26,003,008   526,464


                 PIERCE INTERNATIONAL DISCOVERY, INC.
                    (A Development Stage Company)
                       Statements of Cash Flows
  For the Three and Six months ended December 31, 1999 and 1998 and
   the Period from April 19, 1989 (inception) to December 31, 1999
                             (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,
                         1999      1998      1999      1998       1999

CASH FLOWS FROM
OPERATING ACTIVITIES
  Net Profit (loss)       $    -    $   (725) $   -    $(6,225)   $(1,295,367)
  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-            -        -           -
177,821
   Changes in accounts payable -         725      -      6,225        253,119

   Net used in operations  -       -         -        -        (767,622)

CASH FLOWS FROM
INVESTING ACTIVITIES
   Proceeds from sale of assets-         -        -        -          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               -        -         -        -        -

Cash at beginning of period    -         -        -        -      -

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.
                  Notes to the Financial Statements


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.

     In May, 1999, the Company acquired, but later rescinded, InShape
International, Inc. The  name of the corporation was changed to InShape
International, Inc.  The business acquisition  was rescinded and none of the
business of  InShape International was ever transacted within  the Company's
business entity.  Subsequently, the Company changed its name back 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.

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.

                 PIERCE INTERNATIONAL DISCOVERY, INC.
                  Notes to the Financial Statements

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, 1999 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,  1999.  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.
It is the intent of the Company to develop its business in the field of
physical care and development.

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.

                 PIERCE INTERNATIONAL DISCOVERY, INC.
                  Notes to the Financial Statements

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  to an officer and director.







                      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 December 31, 1999. The Registrant intends to raise
additional funds as needed through private placements with accredited and
sophisticated investors.

     Results of Operation.  Due to the lack of operations during the quarter
ended December 31, 1999, the registrant had net loss of $0, compared to net
loss of $(725) 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.   None
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/ Lionel Drage

                                   Lionel Drage President and Director