UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q


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

                For the quarterly period ended December 31, 1999


                          Commission file No. 33-17679

                          NORTH AMERICAN DATACOM, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                                      84-1067694
  (State of incorporation)               (I.R.S. Employer Identification Number)

                       751 County Road 989 Iuka, MS 38852
               (Address of principal executive offices) (Zip Code)


                                 (662) 424-5050
                          Registrant's telephone number

                           Pierce International, Inc.
            6746 South Revere Parkway, Suite 130, Englewood, CO 80112
                        (Former name and former address)



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_ _

On March 31, 2000 the Company had 29,920,000 outstanding shares of common stock






<PAGE>


                                      INDEX

PART I - FINANCIAL INFORMATION:

      Item 1.Consolidated and Condensed Financial Statements          Page

           Balance Sheets                                               3

           Statements of Operations                                     4

           Statements of Changes in Stockholders' Equity                5

           Statements of Cash Flows                                     6

           Notes to Financial Statements                                7

      Item 2.Management's Discussion and Analysis of Financial
             Condition and Results of Operations                       12

PART II - OTHER INFORMATION AND SIGNATURE

      Items 1 through 6                                                14

      Signature                                                        14








<PAGE>


                          NORTH AMERICAN DATACOM, INC.
                                 BALANCE SHEETS
                                    UNAUDITED

                                     ASSETS


                                         December 31,         June 30,
                                            1999               1999*
Current Assets
        Cash                             $ 410,626           $ 722,353
        Accounts Receivable                  7,263                  --
        Notes Receivable                    85,741                  --
        Other                              154,893             154,033
                  Total Current Assets     658,523             876,386

Investments (Note 2)                       208,462             322,500
                                         ------------       ------------

Property and Equipment:
        Leasehold Property                   5,655               3,758
        Computers and Equipment            729,550              38,009
        Communications Equipment           271,619              94,016
        Other Equipment                     12,316               6,617
                                          --------             -------
                                         1,019,140             142,400

        Less Accumulated Depreciation
          and Amortization                 (17,570)             (5,570)
                                          --------             --------
            Net Property and Equipment   1,001,570             136,830
                                         ---------          ------------

Goodwill                                   470,000

Other Assets                               702,554              24,446
                                         ----------        ------------
                  Total Assets          $3,041,109          $1,360,162
                                        ==========         ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts Payable and Accrued
          Expenses                         662,500              25,375
        Advances from Related Parties       99,371              16,647
        Other                               28,023              28,235
                                          ---------          ---------
            Total Current Liabilities      789,894              70,257
                                           -------              ------


  Notes Payable                             10,000              30,079
                                          ---------         ----------
                  Total Liabilities        799,894             100,336

Commitments (Note 5 and 7)

Stockholders' Equity  (Note 9)
   Convertible Preferred Stock, No Par
     Value; 400,000 Shares Authorized;
     80,000 and 51,212 Shares Issued
     and Outstanding                          20,000            512,120
   Common Stock, No Par Value; 30,000,000
     Shares Authorized; 29,920,000 and
     13,568,9989 (as adjusted) Shares
      Issued and Outstanding               2,684,273            694,251
   Net Unrealized Gain (Loss) on
     Investments, Net of Taxes (Note 3)      (41,650)            47,125
   Retained Earnings (Accumulated Deficit) ( 421,408)             6,330
                                           ---------             ------
      Total Stockholders' Equity           2,241,215          1,259,826
                                           ---------          ---------
      Total Liabilities And Stockholders'
            Equity                       $ 3,041,109        $ 1,360,162
                                         ===========        ===========

See accompanying notes to financial statements.

<PAGE>


                          NORTH AMERICAN DATACOM, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                           For the         For the Six             Inception
                      Three Months Ended   Months Ended       September 30,1998
                         December 31      December 31,1999  to December 31, 1999
                        1999       1998

Net Service Revenues  $74,221        --     $98,210                     --

Cost of Services        7,329        --       7,329                     --
                      --------     ----    ---------                  -----

Gross Profit           58,207        --     $90,881                     --

Selling, General and
Administrative
Expenses              322,144        --    $524,929                     --

Operating Loss       (255,252)             (434,048)                    --

Other Income
(Expenses), Net         2,437        --       6,303                     --
                     --------     ------     ------                   -----
    Net Loss        ($252,815)   $    0   ($427,745)                 $   0
                   ----------    ------    ---------                 -----

Other Comprehensive income:
  Net Unrealized
  Gain (Loss) on
  Investments
  (Note 2)            (41,650)       --     (41,650)                    --

 Comprehensive
   Loss             ($294,465)    $   0    $469,395)                 $   0


Basic and Diluted
 Loss per Common
 Share (Note 1)      ($ 0.012)    $  --      ($0.19)                 $   0
                     ==========  =======      ======                 =====

Comprehensive Loss
per Common Share
 (Note 1)            ($ 0.014)    $  --     ($0.021)                 $  --
                     ========     =====     ========                 =====

Cash dividends per
 common share         $     0     $  0       $    0                  $   0



*  Company  started  operations  in  January  1999.  See  accompanying  notes to
financial statements.


<PAGE>


                          NORTH AMERICAN DATACOM, INC.
              STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY For the
       Period from Inception (September 1, 1998) through December 31, 1999
                                    (Note 9)
<TABLE>
<S>                                     <C>         <C>         <C>      <C>          <C>             <C>               <C>
                                                                                                Net Unrealized
                                      Preferred   Stock       Common   Stock     Accumulated     Gain (Loss)on    Stockholders'
                                     Shares       Amount     Shares     Amount     Deficit        Investments        Equity

Balances, September 1, 1998             --           --          --        --           --                --              --

 Issuance of initial common stock       --           --     500,000       500           --                --        $    500

 Exchange stock for securities          --           --   3,000,000   500,000           --                --         500,000

 Acquisition of Freedom                 --           --      50,000    61,251           --                --          61,251

 Exchange of notes for
   preferred stock                  51,212     $512,120          --        --           --                --         512,120

  Stock issued to employees             --           --     450,000   112,500           --                --         112,500

  Issuance of stock for
    services                            --          --       10,000    10,000           --                --          10,000

  Sale of common stock                  --          --       20,000    10,000           --                --          10,000

 Unrealized gain on Investments         --          --           --        --           --          $ 47,125          47,125

  Net Loss                              --          --           --        --      $ 6,330                             6,330
                                   -----------------------------------------------------------------------------------------

Balances, June 30, 1999             51,212     512,120    4,030,000   694,251        6,330            47,125       1,259,826

Conversion of preferred shares
    to common stock                (51,212)   (512,120)   2,048,480   512,120           --                --              --

 Exchange of notes for common
     stock                              --          --      164,916   109,348           --                --         109,348

 Issuance of stock for services         --          --       85,000     1,000           --                --           1,000

 Sale of Common Stock                   --          --      175,500   227,500           --                --         227,500

 Acquisition of Action
     Communication                      --          --      150,000   600,000           --                --         600,000

 Acquisition of  PRCI               80,000      20,000   23,266,104   440,000           --                --         460,000

 Issue of shares for sevices
       rendered.                        --          --         *      101,276           --                --         101,276

  Net unrealized gain from
        investments                     --          --           --        --           --           (88,175)       (88,175)

  Net loss for 6 months
      ended December 31, 1999           --          --           --        --     (427,738)               --       (453,940)

                                 -------------------------------------------------------------------------------------------------

Balances, December 31, 1999         80,000     $20,000   29,920,000 $2,684,273    (421,408)          (41,650)    $2,241,215
</TABLE>


                See accompanying notes to financial statements.


<PAGE>


                          NORTH AMERICAN DATACOM, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
 <TABLE>
<S>                                                <C>                          <C>
                                                                      Inception (September 1,
                                         For the six months ended     1998) through December 31,
                                           December 31, 1999                     1998
                                          -------------------         -------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                   ($   427,739)                   $       0
                                           -------------                   -----------

Adjustments to reconcile net loss to
cash provided by operations:
      Depreciation and amortization              12,000
      Increase in accounts receivable            (8,318)                     (29,449)
      Decrease notes receivable                 (72,415)
      Increase in accounts payable
        and accrued expenses                     654,894                          --

Net Cash provided by (used in) operating         158,422                      (29,449)
                                           --------------                -------------

CASH FLOWS FROM INVESTING ACTIVITIES:

      Purchase of property and equipment        (847,747)                      (2,801)
      Purchase of investments                                                (750,000)
      Increase in other assets                  (228,108)                     (10,094)
                                               -----------                   ---------

Net Cash from investing activities            (1,075,855)                    (762,895)

CASH FLOWS FROM FINANCING ACTIVITIES:

      Increase in advances from related
        parties                                   10,000                      293,316
      Proceeds from sale of common stock         577,903                      502,247
      Increase in Notes payable                   81,915                           --
                                                --------                      -------

Net Cash provided by financing activities     $  605,706                    $ 795,563
                                              -----------                   ---------

 (DECREASE) INCREASE IN CASH                 ($  311,727)                      $3,219

CASH, beginning of period                     $  722,353                            0

CASH, end of period                           $  410,686                    $   3,219

</TABLE>

                 See accompanying notes to financial statements.


<PAGE>


                          NORTH AMERICAN DATACOM, INC.
                          NOTES TO FINANCIAL STATEMENTS


1.  Operations and Acquisitions:

      In the  opinion  of the  Company,  the  accompanying  unaudited  financial
statements contain  adjustments  (consisting of only normal recurring  accruals)
necessary to present fairly its financial  position as of December 31, 1999, and
its results of operations for the three- and six-month  periods ending  December
31, 1999 and 1998, and its cash flows for the six-month  period ending  December
31,  1999 and 1998.  The  results of  operations  for the  three- and  six-month
periods  ending  December 31, 1999 and 1998 are not necessary  indicative of the
results to be expected for the fiscal year.

      Effective December 21, 1999, North American Software  Associates,  Limited
(NAS) merged into Pierce International, Inc. ("PRCI") in exchange for 76,801,017
shares of the PRCI's  common  stock.  The merger was  accounted for as a reverse
acquisition,  whereby NAS was treated as the  acquirer  and PRCI as the acquired
because  the former  shareholders  of NAS owned a  controlling  interest  in the
Company at the date of the merger.  Purchase  accounting  was  performed on PRCI
based upon its fair market value at the date of  acquisition.  The fair value of
PRCI was based  upon the  average  share  price of PRCI near the date the merger
agreement was consummated.  The valuation of PRCI, including  transaction costs,
approximated  $400,000;  substantially  all  of  which  has  been  allocated  to
goodwill.

      The Company was  incorporated  in  September  1998 to provide a variety of
telecommunications  services.  The  offices  of the  Company  are  located  in a
state-of-the-art   170,000  square  foot  office  building,   located  in  Iuka,
Mississippi.   This  facility  was  originally   constructed  for  the  National
Aeronautics  and Space  Administration  in 1993 to support  the  advanced  solid
rocket motor project. When completed, the facility housed a fully functional $20
million  computer  and  network  operations  center,  and  provided  information
processing  and on-line data storage with a high level of security.  Budget cuts
for the space  shuttle  caused the closure of this facility in 1996. In January,
1999,  the Company  entered  into a 10-year  lease for use of the facility at an
annual rent of approximately  $87,500.  The Company believes that this facility,
with its existing  infrastructure and security  features,  is ideally suited for
the Company's current and future needs.

      The  Company is engaged,  or plans to engage,  in the  following  lines of
business:

            Internet Access
            Remote Data Storage
            Consulting
            Telecommunication Projects
            Fiber Optic and Broadband Wireless Network

      On April 1, 1999,  the Company  acquired all the assets of Freedom 2000, a
local Internet  service  provider  (ISP),  in exchange for 577,123 shares of the
restricted common stock of the Company.

      On December 3, 1999 the Company  acquired  all the common  stock of Action
Communications, Inc. for approximately 1,731,339 shares of the restricted common
stock of the Company.  Action provides  digital and alpha numeric paging to nine
southeastern  states,  and is currently  expanding  its coverage area to include
portions  of the  eastern  and  southwestern  United  States.  Action  is also a
specialized  mobile  radio  carrier  providing  dispatch,  telephone  and Global
Position  System  services.  This  transaction  is currently  being  treated for
accounting  purposes  as a purchase  of assets  and  liabilities.  Revenues  and
expenses are  consolidated  as of December 3, 1999,  but not prior to this date.
From July 1, 1999 to December 3, 1999 Action had approximate revenues of $85,000
and net operating income before taxes of approximately $40,000.



<PAGE>


                          NORTH AMERICAN DATACOM, INC.
                          NOTES TO FINANCIAL STATEMENTS




1.   Operations and Acquisitions: (continued)

      As of December 31, 1999, the Company had 16 full-time employees, and plans
to hire additional employees as may be required by the level of its operations.

2.  Summary of Significant Accounting Policies:

      Investments  are  classified  as  available-for-sale  and are  reported at
estimated fair value, with unrealized gains and losses,  net of taxes,  reported
as a separate component of stockholders' equity.  Realized gains and losses, and
declines  in value  judged to be other than  temporary,  are  included  in other
income.  The cost of  securities  sold is based on the  specific  identification
method and interest earned is included in other income.

      Basic and diluted loss per share of common stock have been computed  based
upon the weighted  average  number of shares  outstanding  during the three- and
six-month  periods ending December 31, 1999, and 1998.  Common stock equivalents
were not considered, as their effect would be antidilutive.

Continuing  Operations -- The accompanying  unaudited 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.

3. Investments:

            The Company's investments are classified as available-for-sale.  The
amortized  cost,  gross  unrealized  gains  (losses) and estimated fair value of
these investments were as follows at December 31, 1999, and June 30, 1999:
<TABLE>
<S>                                     <C>                   <C>                 <C>
                                     Amortized         Gross Unrealized        Estimated
December 31, 1999                      Cost              Gains (Losses)        Fair Value
------------------------------------------------------------------------------------------
New York Regional Rail Options       $250,000              ($41,650)             $208,350
      Totals

June 30, 1999
New York Regional Rail Options       $250,000               $72,500              $322,500

      Totals
</TABLE>

      The Company held assigned common stock interests in New York Regional Rail
Corporation that were sold in May, 1999, with a realized gain of $200,000.  Cash
received was invested in money market instruments.  The above represents options
to acquire  500,000  shares of NY Regional  Rail Corp common  stock for $.12 per
share.

      The  Company  is the  manager  and  controlling  entity of North  American
InfoTech  (NAIT).  This venture is  developing a fiber optic  network to provide
access for the Company's vertically integrated information technology businesses
to service Tier 2 communities  in the Southeast,  and eventually  throughout the
country.  NAIT is a Delaware  Limited  Liability  Corporation  (or  "LLC").  The
Company  plans to have  future  members of NAIT  provide  funds,  rights-of-way,
engineering, and services in exchange for their equity interests.


<PAGE>



                          NORTH AMERICAN DATACOM, INC.
                          NOTES TO FINANCIAL STATEMENTS


4.   Long-term debt:

      During 1999,  long term debt  obligations of $350,000 held by shareholders
were  converted  into Shares of Series A Preferred  Stock.  In November 1999 the
Preferred  shares were  converted into 1,567,500 pre merger common shares of the
Company. The Preferred share holders and certain note holders also held options,
expiring in 2000 and 2001, to acquire approximately  1,263,750 pre merger common
shares for $563,750. (See Note 9 and 10)

5.  Commitments:

      The  Company  currently  leases  25,000  square  feet at the  former  NASA
facility  from the State of  Mississippi.  The lease  expires in December  2008.
Total  rentals  under  this  lease  for the year  ending  December  2000 will be
$87,500,  for the year ending  December 2001 are $100,000,  and for years ending
December 2002-08 are $125,000 per year.

6. Non cash investing and financing activities:

      In September,  1998, the Company agreed with Robert  Crawford,  a Director
and President of the Company,  to exchange  1,500,000 shares of common stock for
the  assignment of 250,000 shares of New York Regional Rail  Corporation  (NYRR)
common shares.  In addition,  the company  exchanged a $250,000 Note for 250,000
additional NYRR common shares. In May 1999, the Company exercised its assignment
at a guaranteed $1 per share,  sold the 500,000  shares for a premium of a $1.40
per share and received  $500,000,  plus an  additional  $200,000 of income.  See
Notes 2 and 5.

      In October,  1998,  the Company  entered into an  agreement  with W. James
White,  a Director and Vice President of the Company,  to exchange  1,500,000 of
its common stock for a 25% equity  interest in the Belize  Interests Group (BIG)
valued at $250,000.  In June 1999, the Company  exchanged the equity interest in
BIG for the assignment of an option to acquire 500,000 common shares of NYRR for
$0.12 cents per share. The options expire in December 2001.

      In May 1999,  the Company  entered into a  subscription  agreement for the
sale of 300,000 shares of its common stock for $300,000.  This  subscription was
terminated  in July 1999 when the balance of  $290,000  remained  unfunded.  The
subscription was replaced with a stock purchase option.

7. Litigation:

      As of December 31, 1999, the Company was not a party to any litigation.

8. Related Party Payable and Related Party Transactions:

      In addition to those items  discussed in Note 6, on November 30, 1999, the
Company  agreed to exchange  options to acquire 85,000 and 105,000 shares of its
pre merger  restricted  common  stock to James  White and Robert  Crawford,  for
services each respectively provided to the Company in 1999. 1 1

9.   Stockholders' Equity:

      The Company was  incorporated  on September 1, 1998, and 500,000 shares of
restricted  common  stock were issued to its sole  incorporator.  In  September,
1998,  the Company  agreed to exchange 1.5 million  shares for the assignment of
250,000 shares of restricted  common stock of NYRR. The Company also exchanged a
$250,000 convertible note for additional 250,000 shares of NYRR common stock.


<PAGE>


                          NORTH AMERICAN DATACOM, INC.
                          FINANCIAL NOTES TO STATEMENTS


9.    Shareholders' Equity: (continued)

      In November,  1998, and January, 1999, the Company entered into employment
agreements  with five initial  employees to issue pre merger 450,000  restricted
common shares, based on a vesting formula, in exchange for $112,500.

      In February  1999, the Company  exchanged  10,000 shares of its pre-merger
common stock for services rendered.

      On April 1, 1999, the Company  acquired the business and all the assets of
Freedom 2000, a local internet  service  provider  (ISP), in exchange for 50,000
shares on the pre merger restricted common stock of the Company.

      During the period from April,  1999, to December 3, 1999, the Company sold
195,500 shares of pre merger  restricted common stock for a total of $237,500 at
prices varying from $0.50 to $5.00 per share.

      In  June,  1999,  the  Company  exchanged  51,212  shares  of  convertible
preferred  stock  for notes  totaling  $512,120.  These  preferred  shares  were
converted into  2,125,396  shares of pre merger  restricted  common stock of the
Company in November 1999.

      Notes  issued  by the  Company  between  January  and  November  1999 were
converted  into pre merger  restricted  common stock of the Company in December,
1999.

      On  December  3,  1999,  the  Company  acquired  all the  equity of Action
Communications,  Inc.  in  exchange  for  150,000  of the  Company's  pre merger
restricted common stock.

      On December 21, 1999, the Company agreed to merge with PRCI. (See Note 1)

      On December 31, 1999,  22,300,000 shares of the 76,801,017 were issued and
outstanding. The balance will be issued when the authorized shares are increased
by vote of the  shareholders  (See Note 11).  These  shares  are all  restricted
pursuant to S.E.C. Rule 144.

      Of the 7,515,705 shares outstanding prior to December 21, 1999,  3,356,950
shares were free trading  stock as of December  31, 1999.  Of the balance of the
shares outstanding, all have been held a minimum of one year, except for 485,000
shares issued in the past 12 months that could be sold pursuant to Rule 144.

      The Company issued 80,000 shares of convertible  Series I preferred stock.
The stock was issued in conjunction with a private placement  conducted by PRCI.
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 do not have preemptive  rights,  and it is
not redeemable.

10.   Stock Options Plan:

      As a result of the PRCI  Merger,  the  Company  has common  stock  options
outstanding  totaling  28,315,670  shares.  Of these  options,  26,416,744  were
granted to former NAS shareholders.  As part of the December 20, 1999,  PRCI-NAS
merger, an agreement was reached granting shareholders options to


<PAGE>

                          NORTH AMERICAN DATACOM, INC.
                          NOTES TO FINANCIAL STATEMENTS


10.   Stock Options Plan: (continued)

purchase  1,898,926  common  shares for 25 cents per share,  as of December  20,
1999.  These options are  exercisable in the period July 1, 2000 to December 31,
2001. Documentation on these options will be provided to the shareholders.

      On August 10, 1987,  the PRCI had adopted an  Incentive  Stock Option Plan
(the Plan)  whereunder  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.
This Plan is  administered by the Board of Directors and will be reviewed by the
Board to determine  is future  applicability  As of the date of this report,  no
options have been granted under this Plan.

11.    Subsequent Events

      On March 10, 2000,  the Company held a  shareholders'  meeting,  and three
items were approved.  The first item approved was the amendment of the Company's
Articles  of  Incorporation,  such  that the  authorized  capitalization  of the
Company will be  increased  to  150,000,000  shares of common  stock,  $0.01 par
value, and 10,000,000 shares of preferred stock, no par value.

      The second item of business approved was to change the name of the Company
to North  American  DataCom,  Inc.  The last item of business  approved  was the
merger of the Company and Pierce International,  Inc. (a Delaware  corporation).
The terms of the merger were  provided in the proxy  statement  for the meeting,
which was sent to all of the Company's shareholders of record February 4, 2000.

      The  Company's  common  stock  currently  trades  on the  Over-the-Counter
Bulletin  Board (OTCBB) under the trading  symbol  "PRCI." The Company  received
notice from OTCBB that, as of March 16, 2000,  the Company was not in compliance
with the  National  Association  of  Security  Dealers,  Inc.  (NASD(R))  filing
requirements.  The letter "E" was appended by the OTCBB to the trading symbol of
the Company,  and the Company was advised that trading of the  Company's  common
stock may be suspended on the OTCBB. If this occurs,  the Company's shares would
likely be traded on the "Pink  Sheets,"  which  could  significantly  reduce the
ability of the Company's shareholders to readily trade it common stock.

      On April 7,  2000 the  Company's  OTCBB  trading  symbol  was  changed  to
"NADAE."  The  management  of the  Company  believes  that  it  will  soon be in
compliance  with  NASD(R)  filing  requirements,  after  which the symbol can be
listed as "NADA."


<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

      The  following  is   management's   discussion  and  analysis  of  certain
significant  factors that have  affected the Company's  financial  condition and
results of operations during the periods included in the accompanying  unaudited
balance sheets and statements of operations.

SAFE HARBOR STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

      This Quarterly Report on Form 10-Q and other reports and statements issued
on behalf of the Company may include forward  looking  statements in reliance on
the safe  harbor  provided by the Private  Securities  Litigation  Reform Act of
1995.  These forward  looking  statements are subject to  substantial  risks and
uncertainties,  including those discussed  below,  and actual results may differ
materially  from those  contained  in any such  forward-looking  statement.  The
review of factors pursuant to the Private  Securities  Litigation  Reform Act of
1995 should not be construed as exhaustive.  Further,  the Company undertakes no
obligation  to update or revise any such  forward-looking  statements to reflect
subsequent events or circumstances.

NORTH AMERICAN SOFTWARE ASSOCIATES, LIMITED MERGER WITH PIERCE INTERNATIONAL

      Effective December 21, 1999, NAS merged into Pierce International, Inc. in
exchange for 76,801,017  shares of common stock. The merger was accounted for as
a reverse acquisition since the former shareholders of NAS now own a controlling
interest in the Company. In connection with this transaction,  the management of
the Company resigned and was replaced by the management of NAS.

      NAS  was  incorporated  in  September,  1998,  to  provide  a  variety  of
telecommunications   services.   The   offices   of  NAS   are   located   in  a
state-of-the-art   170,000  square  foot  office  building,   located  in  Iuka,
Mississippi.   This  facility  was  originally   constructed  for  the  National
Aeronautics  and Space  Administration  in 1993 to support  the  advanced  solid
rocket motor project. When completed, the facility housed a fully functional $20
million  computer  and  network  operations  center  and  provided   information
processing  and on-line data storage with a high level of security.  Budget cuts
for the space  shuttle  caused the closure of this facility in 1996. In January,
1999, the Company entered into a 10-year lease for an initial 25,000 square foot
segment of this facility at annual rent of  approximately  $90,000.  The Company
has options to lease additional segments totaling 100,000.  The Company believes
that this facility,  with its existing  infrastructure and security features, is
ideally suited for the Company's present and proposed business.

      As of December  31,  1999,  the Company  had 16 full time  employees.  The
Company  plans to hire  additional  employees as may be required by the level of
its operations.

      The  Company is engaged,  or plans to engage,  in the  following  lines of
business:

      Internet  Access.  Since April,  1999,  the Company has provided  Internet
service to  approximately  850 customers in Mississippi,  Tennessee and Alabama.
Internet  services  provided by the Company  include basic dial-up access to the
Internet through standard computer modems,  high speed Internet access,  and the
design and hosting of websites for customers.

      Remote Data  Storage.  The Company  recently  took  delivery of  equipment
having a cost of  approximately  $700,000 that will allow third parties to store
and access  data  stored in digital  form on  computer  systems  maintained  and
operated by the Company in its facility in Iuka, Mississippi. As of December 31,
1999, the Company did not have any agreements  with any third parties  regarding
the storage of computer data.

      Consulting. The Company plans to assist corporations, government agencies,
and   institutions  in  upgrading  their  computer   systems  to  function  more
effectively with current economic, technical and commercial conditions.

<PAGE>

      Telecommunication  Projects. The Company,  through expansion of its Action
Communication  business,  plans to assist corporations,  government agencies and
institutions   in  the   design   and   installation   of  their  own   internal
telecommunications   networks.   The  Company  plans  to  use   state-of-the-art
technology,  which will enable its clients to transfer and receive large amounts
of data at high speed between both internal and external sources.

      Fiber Optic and Broadband  Wireless Network.  The Company plans to build a
fiber optic and broadband wireless  communications network, which will allow for
the  high-speed  transmission  of large  amounts of data.  It is  expected  that
businesses, government agencies and institutions will use the Company network as
a preferred  alternative to existing  telephone and satellite data  transmission
systems.

      The  Company  expects  that the  first  phase  of the  network  will  cost
approximately $120,000,000 and will link the following metropolitan regions:

      New Orleans, Louisiana
      Birmingham, Alabama
      Atlanta, Georgia
      Huntsville, Alabama
      Chattanooga, Tennessee
      Memphis, Tennessee

      The Company  plans to fund the cost of its planned  network  through joint
venture  arrangements  with third parties.  The Company plans to provide initial
capital to this venture.  The Company's  third party members in the venture will
provide  right-of-way  access,  equipment and  engineering  and other  technical
services.  The Company plans to raise the initial  capital funds for the venture
through private placement sale of Company securities.

      As of December 31, 1999, the Company had entered into several  preliminary
agreements with third parties relating to this network.

Pierce International, Inc., the Former Company and Business

      The former Company,  Pierce  International,  Inc. (PRCI), was incorporated
under the laws of the State of  Colorado  on July 22,  1987,  for the purpose of
obtaining capital to pursue various business opportunities.

      In October,  1999,  PRCI  entered into an Exchange  Agreement  with Pierce
Enterprises,  Inc., by which PRCI agreed to transfer all of its assets to Pierce
Enterprises,  Inc. in exchange for the assumption by Pierce Enterprises, Inc. of
all of PRCI's outstanding debt obligations.  These include $156,462 due Piece D.
Parker, officer and director, or his company,  Parker Consulting Services, and a
$200,000  accrued  consulting  fee  obligation  due  Pierce  D.  Parker.  Pierce
Enterprises,  Inc. also agreed to indemnify PRCI against any future  liabilities
related  directly  or  indirectly  to any of the assets  being  transferred.  On
November 4, 1999, all the assets and liabilities of the Company were transferred
to Pierce Enterprises,  Inc. Pierce Enterprises,  Inc. is wholly owned by Pierce
D. Parker,  and was formed solely for the purpose of assuming the liabilities of
the Company in exchange for the transfer of its assets.  The Exchange  Agreement
was  approved by the  shareholders  of the Company at a special  meeting held on
November 5, 1999. See Form 8-K, dated November 5, 1999. With this exchange,  all
the businesses of PRCI were discontinued.

      As of December 20, 1999, PRCI had 7,515,705  outstanding  shares of common
stock and 80,000  outstanding shares of preferred stock. Each share of preferred
stock is convertible into one share of common stock.

      Effective  December  21,  1999,  PRCI  acquired  all  of  the  issued  and
outstanding  shares of NAS in exchange for  76,801,017  shares of PRCI's  common
stock. The former shareholders of NAS became owners of a controlling interest in
PRCI.  In  connection  with this  transaction,  the  former  management  of PRCI
resigned and was replaced by the management of NAS.

<PAGE>

Liquidity

      Working capital at December 31, 1999, was negative  $140,202.  The Company
plans to continue to rely heavily on its current shareholders and option holders
to fund operations for the foreseeable future.

Results of Operations

      During the quarter ended  December 31, 1999, the Company had net loss from
its current operations of $252,815. For the six-month period ending December 31,
1999, the Company had a net loss of $427,745.  The Company started operations in
January,  1999, and did not have operations in 1998. These losses are due to the
incipient  nature of the Company's  operations and will likely  continue for the
foreseeable future as the Company continues to expand its operations.

      Revenues are currently  derived from local Internet  service (31%),  local
pager and  communication  services (63%) and investment  income (6%). Both these
business segments currently have positive operating margins. Management plans to
significantly  expand its ISP and its communication and pager services along the
fiber optic network it plans. In addition,  as of December 31, 1999, the Company
invested  approximately  $700,000 in its Remote Data and  Storage  business  and
$58,325 for planning and engineering in its fiber optic venture affiliate, North
American InfoTech. Neither of these business are expected to have revenues until
the  July-September  quarter and are not planned to have for positive cash flows
until Spring 2001.

     The Company has a computer  programming  staff that is currently  providing
programming  assistance to the other  business  segments.  The Computer  Program
Business Segment is negotiating contracts

PART II - OTHER INFORMATION

ITEMS 1 through 6 (a) - Form 8-K,  dated December 20, 1999,  provides  responses
required.

ITEM 6 (b) - Form 8-K,  dated  December 20, 1999,  disclosing  the merger of the
Company with North American  Software  Associates,  Ltd. was filed on January 3,
2000.

SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                          NORTH AMERICAN DATACOM, INC.
                                          Formerly PIERCE INTERNATIONAL, INC.

                                          By /s/ Robert R.Crawford
                                             Robert R. Crawford
                                             Chief Executive Officer
DATE: April 7, 2000