FORM 10-QSB/A

                     	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        September 30, 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 January 15, 2000)


INDEX

                                                        Page
PART I.	Number

	ITEM 1.	Financial Statements (unaudited)                 	3

			Balance Sheets-September 30, 1999 and June 30, 1999    	4

			Statement of Operations
			For the three months ended September 30, 1999 and 1998  	5

			Statement of Cash Flows
			For the three months ended September 30, 1999 and 1998	  6

			Notes to the Financial Statements	                       7

	ITEM 2.	Plan of Operations                                 9

			Signatures	                                              10


PART 1

ITEM 1 - FINANCIAL STATEMENTS

	The accompanying balance sheets of Pierce International Discovery, Inc. at
September 30, 1999 and June 30, 1999, the statements of operations and the
statements of cash flows for the three months ended September 30, 1999 and
1998.  They do not include all information and notes to the financial
statements necessary for a complete presentation of the financial position,
results of operations and cash flows 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 September 30, 1999 are not
necessarily indicative of the results that can be expected for the year
ending June 30, 2000.



                         Pierce International Discovery, Inc.
                                 Balance Sheets


                                   ASSETS

                         								             September 30,    	     June 30,
                    								                     1999          	      1998

	                                   								  (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, 	            	       1,295,367        1,295,367
	Accumulated deficit 						                    (1,295,367)     (1,295,367)

	Total Stockholders' Equity					                 -                       -

	TOTAL  STOCKHOLDERS' EQUITY			      	$               -    	$           -




                     Pierce International Discovery, Inc.
                         Statements of Operations
                                (unaudited)



                                       		        						For the Three
							       			                                     	Months Ended
							          				                                  September 30,
					     		      		                               1999     		      1998

REVENUE		                                   		    			$	-   	$	-

EXPENSES	                      		              	    				-   		5,500

NET LOSS-before Taxes		                           						-   		(5,500)

TAXES	                          		              	    				-   		-

INCOME (LOSS)	                    	       	       				$	-   	 $	(5,500)

Gain (Loss) Per
  Common Share

 Basic
   loss before other income	                	   		   			$	-   	$	-
   Other income		   		   				                             -   		-
   Net income							                                      	-   		-

Average Outstanding
  Shares
   Basic				                                     				26,003,008		704,960



                      Pierce International Discovery, Inc.
                          	Statements of Cash Flows
          	For the Three months ended September 30, 1999 and 1998
	                               (unaudited)


                                            											For the Three
									                                            		Months Ended
											                                            September 30,
									                                          1999     		      1998

CASH FLOWS FROM
OPERATING ACTIVITIES
	Net Profit (loss)				                          			$	-   	$	(5,500)
	Adjustments to reconcile
   	 net loss to cash provided
	 by operating activities
	 Changes in accounts payable			                   				-   		5,500

	 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				                              			$	-   	$	-

SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITIES:

	Issuance of 894,143 common shares for payment of
   debt - 1998	                                           	$	-   	$	215,680

Cash Paid For:
	Interest						                                            	$	-   	$	-
	Taxes	                                               						$	-   	$	-




                        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
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 September 30, 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 September 30, 1999, the registrant had net loss of $0, compared to net
loss of $(5,500) 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/ Robert Kroft

							                       Robert Kroft, President and Director