FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

             Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

For the Quarter Ended                                           Commission file
ended December 31, 1998.                                         No. 33-17679-D

                           PIERCE INTERNATIONAL, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)

Colorado                                                        84-1067694
--------                                                        ----------
(State or other jurisdiction of                            (I.R.S. Employer ID.)
incorporation or organization)

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

Registrants's telephone number, including area code (303)-792-0719

     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  proceeding  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. Yes___x___ No______


         Class                                  Outstanding at December 31, 1998
--------------------------                      --------------------------------
Common Stock, no par value                                  7,225,703



                                        1
<PAGE>



                                      INDEX

PART I - FINANCIAL INFORMATION *
--------------------------------

         ITEM 1. Unaudited Financial Statements

         Balance Sheets - December 31, 1998 (unaudited)
         and June 30, 1998                                                    3

         Statements of Operations - Three Months Ended
         December 31, 1996, 1997 and 1998 (unaudited)                         4

         Consolidated Statement of Changes in Stockholders' Equity -
         For The Three Months Ended December 31, 1998 (Unaudited)
         and the Years Ended 1996, 1997, and 1998.                            5

         Statement of Cash Flows - Three Months Ended
         December 31, 1995, 1996, 1997, and 1998 (unaudited)               6, 7

         Notes to Financial Statements                                        8

         ITEM 2.  Management's Discussion and Analysis                       11

PART II - OTHER INFORMATION
---------------------------

         ITEMS 1 THROUGH 6                                                   12

         Signature                                                           12


*The  accompanying  financial  statements  are  not  covered  by an  independent
certified public accountants' report.

                                        2

<PAGE>

                           PIERCE INTERNATIONAL, INC.
                                 BALANCE SHEETS

                                     ASSETS

                                                         UNAUDITED
                                                        December 31,   June 30,
CURRENT ASSETS:                                            1998          1998

     Cash                                                   $9,236    $     286
     Investments and Stocks                                  1,127        1,126
     Other                                                   8,575       12,000
                                                              --           --
                                                         ---------    ---------
          Total current assets                              18,938       13,412

PROPERTY AND EQUIPMENT:(Note 1)
     Undeveloped land mineral property(Note 3)             434,918      434,918
     Automobiles                                            18,881
     Furniture and equipment                                 7,705        7,705
     Strawboard equipment(Note 4)                           57,120       57,120
                                                         ---------    ---------

                                                           518,623      499,743
     Less accumulated depreciation and
      amortization                                          (8,495)      (6,557)
                                                         ---------    ---------

          Net property and equipment                       510,128      493,186
                                                         ---------    ---------

OTHER ASSETS                                                   875          875
                                                         ---------    ---------

                                                         $ 529,941    $ 507,473
                                                         =========    =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITES:
     Bank Overdraft                                              0            0
     Accounts payable and accrued
      liabilities                                          138,377      148,516
     Advances from officers/directors/
      stockholders (Note 5)                                      0            0
                                                         ---------    ---------

          Total current liabilities                        138,377      148,516

NOTES PAYABLE (Note 6)                                     449,184      401,612


STOCKHOLDERS' EQUITY (Notes 7 & 8)
    Preferred stock, no par value;
     400,000 shares authorized;
     80,000 shares issued and outstanding
     as of September 30, 1997 and June 30, 1997             20,000       20,000
    Common stock, no par value; 30,000,000 shares
     authorized; 6,765,703 and 6,380,703 shares
     issued  and  outstanding as of September 30,
     1997 and June 30, 1997, respectively                  864,482      864,482
    Accumulated deficit                                   (942,102)    (927,137)
                                                         ---------    ---------

TOTAL EQUITY                                               (57,620)     (42,655)
                                                         ---------    ---------

                                                         $ 529,941    $ 507,473
                                                         =========    =========


See notes to financial statements.

                                       3

<PAGE>
<TABLE>
<CAPTION>


                                     PIERCE INTERNATIONAL
                                   STATEMENTS OF OPERATIONS


                                               FOR THE THREE MONTHS           YEAR TO DATE
                                                ENDED DECEMBER 31,             DECEMBER 31, 
                                                ------------------             ------------ 
                                            (UNAUDITED)                   (UNAUDITED)
                                               1998           1997            1998           1997
                                               ----           ----            ----           ----
REVENUE:
<S>                                         <C>            <C>            <C>            <C>   
    Net Sales                               $       676    $         0          1,661         35,000
    Cost of goods sold                             (396)           350            180            350
                                            -----------    -----------    -----------    -----------

GROSS MARGIN                                      1,072           (350)         1,481         34,650

EXPENSES:
   Administrative                                18,000         17,415         24,000         38,741
   Bad debt reserve                               1,513           --           23,991
   Outside services                              22,248         15,711         35,941         30,037
   Advertising and promotion                         72          1,124            848          5,114
                                            -----------    -----------    -----------    -----------

         Total expenses                          40,319         35,763         60,790         97,883

NET OPERATING INCOME(LOSS)                      (39,247)       (36,113)       (59,309)       (63,233)

  Other income                                     --           18,000           --           36,000
   Recovery of bad debt                          39,996           --           44,332         61,606
   Foreign exchange loss                           --             --             --             --
   Loss on investment                              --          (23,748)          --          (23,748)
   Other expenses                                  --           (1,197)          --           (2,843)
                                            -----------    -----------    -----------    -----------

NET INCOME(LOSS) BEFORE MINORITY INTEREST           749        (43,058)       (14,977)         7,783

MINORITY INTEREST                                  --             --             --             --

NET INCOME (LOSS)                           $       749    ($   43,058)       (14,977)         7,783
                                            ===========    ===========    ===========    ===========

NET INCOME(LOSS) PER COMMON SHARE           $    0.0001    ($    0.006)   ($    0.002)   $     0.001
                                            ===========    ===========    ===========    ===========

WEIGHTED AVERAGE NUMBER OF
   SHARES OUTSTANDING                         7,225,703      6,765,703      7,225,703      6,765,703
                                            -----------    -----------    -----------    -----------


                                              4
</TABLE>
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<TABLE>
<CAPTION>


                                                PIERCE INTERNATIONAL, INC.
                                      STATEMENTS OF CHANGE IN STOCKHOLDERS' EQUITY
                                 FOR THE SIX MONTHS ENDED DECEMBER 31, 1998 (UNAUDITED)
                                        AND THE YEARS ENDED JUNE 30, 1996 & 1997


                                                                                                               TOTAL
                                           COMMON STOCK  PREFERRED          AMOUNT        ACCUMULATED      STOCKHOLDERS'
                                              SHARES      SHARES            ------          DEFECIT           EQUITY
                                              ------      ------                            -------           ------
<S>                                        <C>           <C>            <C>               <C>              <C>            
BALANCES, JUNE 30, 1995                     149,517,572      ~          $    844,542     ($   713,631)     $    130,911

  25 for 1 Reverse split
    March 13, 1996                         (143,536,869)     ~                     ~                ~                 ~

  Net Loss                                            ~      ~                     ~           (6,778)           (6,778)
                                            --------------------------------------------------------------------------- 

BALANCES, JUNE 30, 1996                       5,980,703      ~               844,542         (720,409)          124,133

   Issuance of common stock
    in lieu of compensation                     400,000      ~                     ~                ~                 ~

   Issuance of 80,000 shares of
     preferred stock                                  ~      80,000           20,000                ~            20,000

   Net loss                                           ~      ~                     ~         (106,414)         (106,414)
                                          -----------------------------------------------------------------------------     

BALANCES, JUNE 30, 1997                       6,380,703      80,000          864,542         (826,823)           37,719

   Issuance of 300,000 shares of
    common stock in lieu of prepaid
    expenses                                    300,000      ~                12,000                ~            12,000

   Issuance of 160,000 shares at $.10
    and 385,000 shares at $.01, in
    lieu of services                            545,000      ~                 7,940                ~             7,940

   Net loss                                           ~      ~                     ~                ~          (101,283)
                                            ---------------------------------------------------------------------------    

BALANCES, JUNE 30, 1998                       7,225,703      80,000     $    884,482     ($   826,823)     ($    43,624)
                                            ---------------------------------------------------------------------------      
Net loss for the  quarter
  Ended September 30, 1998                            ~      ~                     ~          (15,726)          (15,726)

Net loss for the  quarter
  Ended December 31, 1998                             ~      ~                     ~              749               749

BALANCES, DECEMBER 31, 1998                   7,225,703      80,000     $    884,482     ($   841,800)     ($    58,601)
                                            ---------------------------------------------------------------------------  

                                                         5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
 
                               PIERCE INTERNATIONAL, INC.
                                 STATEMENT OF CASH FLOWS


                                                     FOR THE SIX MONTHS ENDED DECEMBER 31,
                                                     -------------------------------------
                                                          1997        1996        1995
                                                          ----        ----        ----

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                     <C>         <C>         <C>      
         Net Income (Loss)                              $  7,783    ($41,507)   ($ 8,590)
         Adjustments to reconcile net loss to
             cash used in operating activities:
                  Depreciation and amortization              442         442         440
         Changes in operating assets
         and liabilities:
         Decrease (Increase) in
            accounts receivable                             --        (6,093)     (2,552)
         Decrease (Increase) in
           related party receivable                         --          --          (785)
         (Increase) in other assets                      (12,140)       --          --
         Increase in bank overdraft                         --          --          --
         (Decrease) Increase in accounts
            payable and accrued
            expenses                                       4,705      17,835      (2,607)
         Increase (Decrease) in deferred revenue          35,144
         Gain(Loss) on sale of investments                  --          --          (337)
                  Net cash used in operating            --------    --------    --------
                   activities                                790     (29,323)     20,713

CASH FLOWS FROM INVESTING ACTIVITIES:

         (Increase)decrease in property and equip        (11,205)       --          --
         (Increase) decrease in investments               (8,363)     15,585     (16,182)
                                                        --------    --------    --------
                  Net cash used in investing
                    activities                           (19,568)     15,585     (16,182)

CASH FLOWS FROM FINANCING ACTIVITIES:
         Receipts/payments on advances from officers/
           directors/stockholders                          9,228       1,602      (3,968)
                                                        --------    --------    --------
                  Net cash provided by
                    financing activities                   9,228       1,602      (3,968)


(DECREASE) INCREASE IN CASH                               (9,550)    (12,136)        563

CASH, beginning of period                                 10,846      13,004         808
                                                        --------    --------    --------

CASH, end of period                                     $  1,296    $    868    $  1,371
                                                        ========    ========    ========

                                           6
</TABLE>

<PAGE>


                          PIERCE INTERNATIONAL, INC.
                            STATEMENT OF CASH FLOWS
                             6 MONTH PERIOD ENDING
                               DECEMBER 31, 1998


Net Cash Flow From Operating Activities

   Net income                                                          ($14,977)
   Adjustments for differences between income
   and cash flows from operating activities:
   Additions:
      Depreciation Automobile                                             1,497
      Decrease in Yorkton Securities                                         64
      Depreciation Furn/Fixt                                                441
      Increase in Household Bank M/C                                        446
      Increase Automobile Loan                                           18,095
      Increase in Parker Consulting                                      12,000
      Increase in AT&T Universal Card                                       184
      Increase in Campney&Murphy Note Payable                            42,080
      Decrease Accounts Receivable C. Henry                               3,425
   Deductions:
      Increase in Unreal Gain/Loss                                          (64)
      Decrease in Accounts Payable-Trade                                (22,624)
      Decrease in MBNA NFL Card                                            (144)
      Decrease in Pierce Partners                                       (12,602)
   Net cash provided by operating activities                             27,819
Cash Flow from Investment Activities
     Payments for Automobile                                            (18,881)
                                                                       --------
  Net cash provided by investment activities                            (18,881)
                                                                       --------
Cash Flow from Financing Activities
     Proceeds from Beginning Retained Earnings                               11
                                                                       --------
  Net cash provided by financing activities                                  11
                                                                       --------
Net increase in Cash                                                      8,949
Cash, 7-01-98                                                               286
                                                                       --------
Cash, 12-31-98                                                         $  9,236
                                                                       --------

                                       7
<PAGE>


                           PIERCE INTERNATIONAL, INC.
                                    UNAUDITED
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998

1.   OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     Operations - Pierce  International,  Inc. (PI) was  incorporated  under the
     laws of the  State  of  Colorado  on July  22,  1987,  for the  purpose  of
     obtaining capital to seek potentially  profitable  business  opportunities.
     Currently,  PI has business interests in two industries,  natural resources
     and industrial development.

     Net  Income  Per Common  Share - Net  income  (loss)  per  common  share is
     computed  based  upon the  weighted  average  number of shares  outstanding
     during the period. Common stock equivalents were not considered (for losses
     only), as their effect would be anti-dilutive.

     Property, Equipment, Depreciation and Amortization - Property and equipment
     are stated at cost.  Depreciation  is being  provided by the  straight-line
     method  over  estimated  useful  lives of three to five  years.  All  costs
     related to the acquisition  (including  associated  legal and other costs),
     exploration,  evaluation,  and development,  of the mineral properties have
     been capitalized.  These costs will be amortized by the units-of-production
     method of accounting based upon estimated recoverable reserves.

     Continuing  Operations - The  accompanying  financial  statements have been
     prepared  on a  going  concern  basis,  which  contemplates  continuity  of
     operations and realization of assets and satisfaction of liabilities in the
     normal  course of  business.  The  continuation  of the  Company as a going
     concern is  dependent  upon the Company  raising  additional  capital,  and
     attaining and maintaining profitable  operations.  The Company has suffered
     recurring  losses from  operations that raise  substantial  doubt about its
     ability to continue as a going concern.

2.   UNAUDITED INFORMATION:

     The information furnished herein was taken from the books and record of the
     Company without audit.  However,  such information reflects all adjustments
     (consisting only of normal recurring adjustments) which are, in the opinion
     of  management,  necessary  to reflect  properly the results of the interim
     periods presented.  Results of operations for the periods presented are not
     necessarily  indicative  of the results to be expected for the year.  These
     interim  financial  statements  should  be read  in  conjunction  with  the
     Company's annual report and report on Form 10-K for the year ended June 30,
     1998.
    

                                        8

<PAGE>

                           PIERCE INTERNATIONAL, INC.
                                    UNAUDITED
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998


3.   UNDEVELOPED MINERAL PROPERTY:

     On  June  11,  1996,   PI  reclaimed   the  "Como"   property  from  Pierce
     International  Discovery,  Inc.  (PIDI).  PIDI, a 17.24% owned  subsidiary,
     failed to comply with the stock purchase  agreement.  Como consists of gold
     and gravel mining leases,  and claims on a property situated  approximately
     50 miles southwest of Denver, Colorado, near Como, Colorado in Park County.

4.   STRAWBOARD INVESTMENT:

     The Company purchased strawboard  equipment for $57,120.  This equipment is
     seen as an investment and the Company intends to resell the equipment.

5.   RELATED PARTY PAYABLE AND RELATED PARTY TRANSACTIONS:

     Advances include $141,981 due Piece D. Parker, officer and director, or his
     company, Parker Consulting Services, and $75,000 is accrued consulting fees
     due Pierce D. Parker.

6.   COMMITMENTS:

     As of December 31, 1998, PI had the following long term note payable:

            PCS Profit Sharing Plan                     $401,386

     PI is  obligated  to pay  $401,386  to Parker  Consulting  Services  Profit
     Sharing  Plan,  owned by Pierce D.  Parker,  for funds it  pledged  for the
     purpose  of  funding  the Como  project.  This  debt is to be paid from net
     profits generated by the Como property.

7.   STOCKHOLDERS' EQUITY:

     As of  December  31,  1998,  PI had  7,225,703  common  shares  issued  and
     outstanding.  There are 30,000,000 shares authorized.  A reverse split of 1
     for 25 shares was approved on March 13, 1996.

                                        9

<PAGE>

                           PIERCE INTERNATIONAL, INC.
                                    UNAUDITED
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998


     Of the total shares outstanding, 160,000 shares were issued as part of PI's
     initial public  offering and are free trading stock.  All other shares have
     been held a minimum of 1 year and could be sold under Rule 144.

7.   STOCKHOLDERS' EQUITY:(continued)

     The Company issued 80,000 shares of convertible  Series I preferred  stock.
     The stock was issued in conjunction with a private  placement  conducted by
     the Company. There are 400,000 shares of preferred stock authorized and may
     be  determined  by the Board of Directors as to dividend  rights,  dividend
     rate,  conversion  rights,  voting  rights,  redemption  rights  and terms,
     liquidation  preferences,  the number of shares constituting the series and
     the designation of each series.

     The Series I Convertible  Preferred Stock holders are entitled to dividends
     when and as declared by the Company's  Board of Directors  from funds which
     are legally available. The Series I Preferred Stock is convertible,  at any
     time into an  identical  number of shares of the  Company's  Common  Stock.
     Holders of the Series I  Convertible  Preferred  Stock are  entitled to one
     vote  per  share  on  all  matters  submitted  to a vote  of the  Company's
     shareholders. Series I Convertible Preferred Stock does not have preemptive
     rights and it is not redeemable.

8.   INCENTIVE STOCK OPTION PLAN:

     On August 10, 1987, the Company adopted an Incentive Stock Option Plan (the
     "Plan") under which  options  granted are intended to qualify as "incentive
     stock options" under Section 422A of the Internal  Revenue code of 1954, as
     amended  (the  "Code").  Pursuant  to the Plan,  options to  purchase up to
     400,000 shares of the Company's Common Stock may be granted to employees of
     the Company.  The Plan is  administered  by the Board of Directors which is
     empowered to determine the terms and conditions of each option,  subject to
     the limitation that the exercise price cannot be less than the market value
     of the Common  Stock on date of the grant (110% of the market  value in the
     case  of  options  granted  to an  employee  who  owns  10% or  more of the
     Company's outstanding Common Stock) and no option can have a term in excess
     of 10 years (5 years in the case of options  granted to  employees  who own
     10% or more of the company's Common Stock).

     As of the date of this  report,  no options  have been  granted  under this
     Plan.

                                       10

<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations for the Quarter Ended December 31, 1998.
--------------------------------------------------------------------------------

Introduction
------------

     The Company is concentrating on its two major industries, natural resources
and industrial development.  The Company is making a concentrated effort to sell
strawboard equipment, and to presell strawboard.

Liquidity
---------

     Working capital at December 31, 1998 was a negative $131,438. A significant
portion  of  current  liabilities  are  advances  from  stockholders.  Cash flow
continues to be irregular  and the Company will  continue to rely heavily on its
current investments to produce future cash flow.

Results of Operations
---------------------

     During the quarter ended  December 31, 1998,  the Company had net income of
$749.  The Company  had an  operating  loss of $14,977.  The Company was able to
recover a portion  of bad debt it had  allowed  for in an  earlier  period.  The
payment was made in marketable  securities.  In addition,  the Company  received
payment of fees related to it's  strawboard  business and there was not any cost
of goods associated with these fees. Although the Company produce income for the
quarter, it continues to struggle to develop reoccurring revenue.

                                       11

<PAGE>


PART II - OTHER INFORMATION

ITEMS #1 THROUGH #6 (a) - No response required.

ITEM 6 (b) - No reports  were filed on the Form 8-K  during  the  quarter  ended
September 30, 1998.




                                   SIGNATURES
                                   ----------


     Pursuant to the  requirements  of the Section 13 or 15(d) of the Securities
Act of 1934,  the  Registrant  has duly  caused  this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                             PIERCE INTERNATIONAL, INC.

Dated: February 2, 1999                      BY: /s/ Pierce D. Parker
                                                --------------------------------
                                                Pierce D. Parker,
                                                President (Chief Financial and
                                                Accounting Officer)

                                       12