SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

                        Date of Report: December 20, 1999

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


     Colorado                        33-17679-D                   84-1067694
State or other jurisdiction         (Commission                (I.R.S. Employer
incorporation or organization)       File Number)            Identification No.)

            P.O. Box 37
         Iuka, Mississippi                                      38852
     (Address of principal executive offices)                 (Zip Code)

                                 (662) 424-5030
              (Registrant's telephone number, including area code)


                            6746 South Revere Parkway
                                    Suite 130
                            Englewood, Colorado 80112
               Former name, former address and former fiscal year,
                          if changed since last report)



<PAGE>


Item 1.  Changes in Control of Registrant.

    See Item 2 of this report.

Item 2.  Acquisition or Disposition of Assets.

Sale of Assets

      Prior to November  1999,  the  Company's  assets  consisted  primarily  of
gold/gravel  properties and straw board manufacturing  equipment.  However,  the
Company was unable to develop a source of continuous  income from its assets and
the Company's debt steadily increased.  The Company's  gold/gravel  property did
not attract  buyers or  operators,  even  though the  Company had been  actively
soliciting a sale or joint venture  partner for nearly eight years. In addition,
the Company  continued to bear the substantial  costs  associated with marketing
its straw  board  manufacturing  system.  As a result of the  Company's  lack of
revenues, Pierce D. Parker, the Company's former President,  Treasurer, Director
and principal  shareholder,  provided  loans to the Company in order to fund its
continued operations.

      Since its inception, the Company has lost approximately  $(1,018,000).  As
of September 30, 1999, the Company's assets were approximately  $487,000 and its
liabilities were approximately  $628,000,  of which  approximately  $580,000 was
owed to Pierce D. Parker.

     In October 1999 the Company entered into an Exchange  Agreement with Pierce
Enterprises,  Inc., by which the Company agreed to transfer all of its assets to
Pierce  Enterprises,  Inc. in exchange for the assumption by Pierce Enterprises,
Inc. of all of the Company's  outstanding debt obligations.  Pierce Enterprises,
Inc. also agreed to indemnify the Company against any future liabilities related
directly  or  indirectly  to  any  of  the  assets  being  transferred.   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.

      As of December 20, 1999 the Company 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.

Acquisition of North American Software Associates, Limited

      Effective  December  21, 1999 the Company  acquired  all of the issued and
outstanding  shares of North  American  Software  Corp.  ("NAS") in exchange for
76,801,017 shares of the Company's common stock. 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.

<PAGE>


      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 NAS entered into a 10-year  lease for this facility at
an annual rent of approximately  $87,500. NAS believes that this facility,  with
its existing  infrastructure and security  features,  is ideally suited for NAS'
present and proposed business.

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

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

Internet  Access.  Since  April  1999  NAS  has  provided  internet  service  to
approximately  850 customers in  Mississippi,  Tennessee  and Alabama.  Internet
services  provided by NAS includes 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.  NAS recently placed orders for equipment  having a cost of
approximately $1,300,000 which will allow third parties to store and access data
stored in digital form on computer systems maintained and operated by NAS in its
facility in Iuka,  Mississippi.  As of December 31,  1999,  NAS did not have any
agreements with any third parties regarding the storage of computer data.

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

      Telecommunication  Projects. NAS plans to assist corporations,  government
agencies and  institutions in the design and  installation of their own internal
telecommunications  network. NAS 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  Microwave  Network.  NAS plans to build a fiber
optic and broadband  microwave  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 NAS network as a
preferred  alternative  to existing  telephone and satellite  data  transmission
systems.



<PAGE>


      NAS expects  that the first phase of the network  will cost  approximately
$150,000,000 and will link the following metropolitan regions:

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

      NAS plans to fund the cost of its planned  network  through  joint venture
arrangements with third parties which will provide capital, right-of-way access,
equipment and engineering and other technical services.

      As of December 31, 1999 NAS had not entered into any  agreements  with any
third parties relating to this network.

SHORT TERM CAPITAL REQUIREMENTS

      Initially NAS anticipates that it will need  approximately  $10,000,000 in
capital for the following purposes:

     Main Frame  Computer  hardware  and  software         $1,000,000
     Fiber  Optic Network connection initiation             6,000,000
     Broadband Microwave transmission improvements            500,000
     Data scanning and retrieval hardware                     850,000
     Infrastructure, support equipment and software           650,000
     Working capital                                        1,000,000
                                                          -----------
                                    Total                 $10,000,000


      NAS  plans to  obtain  this  capital  through  the sale of debt or  equity
securities.  No assurance  can be given that NAS will be successful in obtaining
the  capital  needed for its  planned  operations.  The failure of NAS to obtain
additional  capital  will result in the  inability of NAS to proceed with one or
more aspects of its business plan.

FINANCIAL INFORMATION

      The following is a summary of the balance sheet of NAS as of September 30,
1999 and its statement of operations for the nine-month  period ending September
30, 1999:



<PAGE>


Balance Sheet Data
                                                          September 30, 1999

   Current Assets                                            $1,004,411
   Total Assets                                               1,710,802
   Current Liabilities                                          102,493
   Total Liabilities                                            132,439
   Working Capital                                              901,918
   Stockholders' Equity                                       1,578,363


Statement of Operations                                    Nine Months Ended
                                                           September 30, 1999

   Investment Income                                           $202,641
   Other Revenues                                                43,684
   Expenses                                                    (415,182)
                                                               ---------
   Net Loss                                                   $(168,857)
                                                              ==========


      Prior to its acquisition by the Company,  NAS issued options which allowed
certain officers and employees of NAS to acquire additional shares of the common
stock of NAS. These officers and employees of NAS now hold options to acquire up
to 26,572,101  shares of the Company's common stock. The options are exercisable
at prices  ranging  between  $0.03 and $0.87 and expire at various dates between
December  2000  and  December  2001.  See  "Principal  Shareholders"  below  for
information concerning options held by the Company's new officers and directors.

MANAGEMENT

      In connection  with the  acquisition  of NAS, the  Company's  officers and
directors  resigned and were  replaced by the  management  of NAS. The following
sets forth certain information concerning the present management of the Company.
The Company's executive officers plan to devote their full time to the Company's
business.

      The  following  sets forth  certain  information  concerning  the  present
management of the Company:

  Name                  Age    Position

Robert Crawford         60     President, Secretary, Treasurer and a Director
James White             52     Vice President, Director, Market Development
Ted Roberts III         43     Vice President and Chief Information & Operating
                               Officer

Robert  Crawford  has been an officer and  director of the Company  since August
1998.  From 1989 to 1998 Mr.  Crawford  was the  Chairman  and  Chief  Executive
Officer of New York Regional Rail  Corporation,  a short line railroad  based in

<PAGE>


Brooklyn,  New York.  Between 1981 and 1989 Mr. Crawford was the chief executive
office of several companies in the transportation  industry.  In the period from
1963 to 1981 Mr.  Crawford held executive  positions with  International  Nickel
Company, Union Carbide and NL Industries. From 1971-1975 Mr. Crawford was a Vice
President  with  Dominick  & Dominick  heading  their  international  investment
banking effort. Mr. Crawford served as an officer in the United States Air Force
from 1960 to 1963. Mr. Crawford  graduated from Lehigh University with a B.S. in
Metallurgical Engineering. He also holds a M.S. in Metallurgical Engineering and
Solid  State  Physics  and an M.B.A.  in  Corporate  Finance  and  International
Business  from New York  University.  Mr.  Crawford  holds  several  patents for
composite materials.

James White has been a Director  and officer of the  Company  since 1998.  Since
1995 Mr. White has also been the President of Belize Interest  Group,  Limited a
company engaged in the development of industrial  property in Belize.  Mr. White
was a  private  contractor  in  the  domestic  and  international  environmental
construction industry from 1985 to 1996.

Ted  Roberts  III has been an officer of the Company  since  1998.  Mr.  Roberts
managed the  Information  Systems  Division  for the Nozzle  Division of Thiokol
Corp.  from  1994  to  1996 at what  is now  the  Company's  facility  in  Iuka,
Mississippi.  His  responsibilities  at Thiokol  Corp.  included  all aspects of
contract  management  for  information  processing  contracts  with software and
hardware  vendors.  From 1981 to 1994 Mr. Roberts  managed  various  information
system  projects for  Lockheed  Missile & Space  Company.  From 1991 to 1994 Mr.
Roberts managed the development of Lockheed's  information  systems  facility in
Iuka, Mississippi. Mr. Roberts received a Bachelor of Science degree in Computer
Science from New Mexico State University in 1980 and completed  graduate work at
Golden State University toward a MBA.

PRINCIPAL SHAREHOLDERS

      The following table sets forth the number of and percentage of outstanding
shares of common  stock  beneficially  owned by the  Company's  new officers and
directors and those shareholders now owning more than 5% of the Company's common
stock.

                                       Shares of
Name and Address                Common Stock (3)         Percent of Class
----------------                ----------------         ----------------

Robert Crawford                    29,534,658 (1)                34%
751 County Road 989
Iuka, MS 38852

James White                        17,512,842 (2)              20.3%
751 County Road 989
Iuka, MS 38852

Ted Roberts III                     4,823,852                   5.6%
751 County Road 989
Iuka, MS 38852


<PAGE>

(1)  Includes shares held by Mr. Crawford's wife. Mr. Crawford may be deemed the
     beneficial owner of the shares held by his wife.
(2)  Includes  16,530,273  shares  held of record by a trust.  Mr.  White may be
     considered the beneficial owner of the shares held by the trust.
(3)  Excludes shares issuable upon the exercise of options held by the following
     persons:

                              Shares Issuable   Option       Expiration
                              Upon Exercise     Exercise       Date of
           Name                 of Options       Price         Options

           Robert Crawford      11,677,516         $0.03      12-31-01
           Ted Roberts III       4,823,582         $0.04      12-31-01

Miscellaneous

      The  Company's   board  of  directors   will  shortly   propose  that  the
shareholders  of the Company  approve (i) a change of the name of the Company to
North American Datacom,  Inc. (ii) changing the Company's  corporate domicile to
Delaware  and  (iii)  increasing  the  Company's  authorized  capitalization  to
150,000,000 shares of common stock and 1,000,000 shares of preferred stock.

     The Company's offices now located at P.O. Box 37 Iuka,  Mississippi  38852.
The  Company's  new  telephone  number is (662)  424-5030 and its new  facsimile
number is (662) 424-5059.

Item 7(a) and 7(b).     Financial Statements and Pro Forma Financial Statements.

    The Company  hereby  undertakes to file with the  Commission an amendment to
this Form 8-K wherein the Company will provide the audited financial  statements
of North  American  Software Corp.  and related pro forma  financial  statements
within sixty (60) days after the filing of this Form 8-K.

Item 7(c). Exhibits.

      Number      Exhibit

         2    Share Exchange  Agreement  between the Company and North American
              Software Corp.





<PAGE>


                                   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.


                                    PIERCE INTERNATIONAL, INC.


                                     By /s/ Robert Crawford
                                       Robert Crawford, Chief Executive Officer


DATE: January 3, 2000








<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K


                           PIERCE INTERNATIONAL, INC.

                                    EXHIBITS
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 17150}]
{"company-data": {"conformed-name": "PIERCE INTERNATIONAL INC", "cik": "0000823387", "assigned-sic": "6770", "irs-number": "841067694", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-17679", "film-number": "501106"}, "business-address": {"street1": "13275 EAST FREEMONT PLACE", "street2": "SUITE 101A", "city": "ENGLEWOOD", "state": "CO", "zip": "80112", "phone": "3037920719"}, "mail-address": {"street1": "13275 E FREEMONT PL", "street2": "SUITE 101A", "city": "ENGLEWOOD", "state": "CO", "zip": "80112"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

                        Date of Report: December 20, 1999

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

     Colorado                        33-17679-D                   84-1067694
State or other jurisdiction         (Commission                (I.R.S. Employer
incorporation or organization)       File Number)            Identification No.)

            P.O. Box 37
         Iuka, Mississippi                                      38852
     (Address of principal executive offices)                 (Zip Code)

                                 (662) 424-5030
              (Registrant's telephone number, including area code)

                            6746 South Revere Parkway
                                    Suite 130
                            Englewood, Colorado 80112
               Former name, former address and former fiscal year,
                          if changed since last report)
Item 1.  Changes in Control of Registrant.

    See Item 2 of this report.

Item 2.  Acquisition or Disposition of Assets.

Sale of Assets

      Prior to November  1999,  the  Company's  assets  consisted  primarily  of
gold/gravel  properties and straw board manufacturing  equipment.  However,  the
Company was unable to develop a source of continuous  income from its assets and
the Company's debt steadily increased.  The Company's  gold/gravel  property did
not attract  buyers or  operators,  even  though the  Company had been  actively
soliciting a sale or joint venture  partner for nearly eight years. In addition,
the Company  continued to bear the substantial  costs  associated with marketing
its straw  board  manufacturing  system.  As a result of the  Company's  lack of
revenues, Pierce D. Parker, the Company's former President,  Treasurer, Director
and principal  shareholder,  provided  loans to the Company in order to fund its
continued operations.

      Since its inception, the Company has lost approximately  $(1,018,000).  As
of September 30, 1999, the Company's assets were approximately  $487,000 and its
liabilities were approximately  $628,000,  of which  approximately  $580,000 was
owed to Pierce D. Parker.

     In October 1999 the Company entered into an Exchange  Agreement with Pierce
Enterprises,  Inc., by which the Company agreed to transfer all of its assets to
Pierce  Enterprises,  Inc. in exchange for the assumption by Pierce Enterprises,
Inc. of all of the Company's  outstanding debt obligations.  Pierce Enterprises,
Inc. also agreed to indemnify the Company against any future liabilities related
directly  or  indirectly  to  any  of  the  assets  being  transferred.   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.

      As of December 20, 1999 the Company 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.

Acquisition of North American Software Associates, Limited

      Effective  December  21, 1999 the Company  acquired  all of the issued and
outstanding  shares of North  American  Software  Corp.  ("NAS") in exchange for
76,801,017 shares of the Company's common stock. 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 NAS entered into a 10-year  lease for this facility at
an annual rent of approximately  $87,500. NAS believes that this facility,  with
its existing  infrastructure and security  features,  is ideally suited for NAS'
present and proposed business.

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

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

Internet  Access.  Since  April  1999  NAS  has  provided  internet  service  to
approximately  850 customers in  Mississippi,  Tennessee  and Alabama.  Internet
services  provided by NAS includes 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.  NAS recently placed orders for equipment  having a cost of
approximately $1,300,000 which will allow third parties to store and access data
stored in digital form on computer systems maintained and operated by NAS in its
facility in Iuka,  Mississippi.  As of December 31,  1999,  NAS did not have any
agreements with any third parties regarding the storage of computer data.

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

      Telecommunication  Projects. NAS plans to assist corporations,  government
agencies and  institutions in the design and  installation of their own internal
telecommunications  network. NAS 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  Microwave  Network.  NAS plans to build a fiber
optic and broadband  microwave  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 NAS network as a
preferred  alternative  to existing  telephone and satellite  data  transmission
systems.
NAS expects  that the first phase of the network  will cost  approximately
$150,000,000 and will link the following metropolitan regions:

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

      NAS plans to fund the cost of its planned  network  through  joint venture
arrangements with third parties which will provide capital, right-of-way access,
equipment and engineering and other technical services.

      As of December 31, 1999 NAS had not entered into any  agreements  with any
third parties relating to this network.

SHORT TERM CAPITAL REQUIREMENTS

      Initially NAS anticipates that it will need  approximately  $10,000,000 in
capital for the following purposes:

     Main Frame  Computer  hardware  and  software         $1,000,000
     Fiber  Optic Network connection initiation             6,000,000
     Broadband Microwave transmission improvements            500,000
     Data scanning and retrieval hardware                     850,000
     Infrastructure, support equipment and software           650,000
     Working capital                                        1,000,000
                                                          -----------
                                    Total                 $10,000,000

      NAS  plans to  obtain  this  capital  through  the sale of debt or  equity
securities.  No assurance  can be given that NAS will be successful in obtaining
the  capital  needed for its  planned  operations.  The failure of NAS to obtain
additional  capital  will result in the  inability of NAS to proceed with one or
more aspects of its business plan.

FINANCIAL INFORMATION

      The following is a summary of the balance sheet of NAS as of September 30,
1999 and its statement of operations for the nine-month  period ending September
30, 1999:
Balance Sheet Data
                                                          September 30, 1999

   Current Assets                                            $1,004,411
   Total Assets                                               1,710,802
   Current Liabilities                                          102,493
   Total Liabilities                                            132,439
   Working Capital                                              901,918
   Stockholders' Equity                                       1,578,363

Statement of Operations                                    Nine Months Ended
                                                           September 30, 1999

   Investment Income                                           $202,641
   Other Revenues                                                43,684
   Expenses                                                    (415,182)
                                                               ---------
   Net Loss                                                   $(168,857)
                                                              ==========

      Prior to its acquisition by the Company,  NAS issued options which allowed
certain officers and employees of NAS to acquire additional shares of the common
stock of NAS. These officers and employees of NAS now hold options to acquire up
to 26,572,101  shares of the Company's common stock. The options are exercisable
at prices  ranging  between  $0.03 and $0.87 and expire at various dates between
December  2000  and  December  2001.  See  "Principal  Shareholders"  below  for
information concerning options held by the Company's new officers and directors.

MANAGEMENT

      In connection  with the  acquisition  of NAS, the  Company's  officers and
directors  resigned and were  replaced by the  management  of NAS. The following
sets forth certain information concerning the present management of the Company.
The Company's executive officers plan to devote their full time to the Company's
business.

      The  following  sets forth  certain  information  concerning  the  present
management of the Company:

  Name                  Age    Position

Robert Crawford         60     President, Secretary, Treasurer and a Director
James White             52     Vice President, Director, Market Development
Ted Roberts III         43     Vice President and Chief Information & Operating
                               Officer

Robert  Crawford  has been an officer and  director of the Company  since August
1998.  From 1989 to 1998 Mr.  Crawford  was the  Chairman  and  Chief  Executive
Officer of New York Regional Rail  Corporation,  a short line railroad  based in
Brooklyn,  New York.  Between 1981 and 1989 Mr. Crawford was the chief executive
office of several companies in the transportation  industry.  In the period from
1963 to 1981 Mr.  Crawford held executive  positions with  International  Nickel
Company, Union Carbide and NL Industries. From 1971-1975 Mr. Crawford was a Vice
President  with  Dominick  & Dominick  heading  their  international  investment
banking effort. Mr. Crawford served as an officer in the United States Air Force
from 1960 to 1963. Mr. Crawford  graduated from Lehigh University with a B.S. in
Metallurgical Engineering. He also holds a M.S. in Metallurgical Engineering and
Solid  State  Physics  and an M.B.A.  in  Corporate  Finance  and  International
Business  from New York  University.  Mr.  Crawford  holds  several  patents for
composite materials.

James White has been a Director  and officer of the  Company  since 1998.  Since
1995 Mr. White has also been the President of Belize Interest  Group,  Limited a
company engaged in the development of industrial  property in Belize.  Mr. White
was a  private  contractor  in  the  domestic  and  international  environmental
construction industry from 1985 to 1996.

Ted  Roberts  III has been an officer of the Company  since  1998.  Mr.  Roberts
managed the  Information  Systems  Division  for the Nozzle  Division of Thiokol
Corp.  from  1994  to  1996 at what  is now  the  Company's  facility  in  Iuka,
Mississippi.  His  responsibilities  at Thiokol  Corp.  included  all aspects of
contract  management  for  information  processing  contracts  with software and
hardware  vendors.  From 1981 to 1994 Mr. Roberts  managed  various  information
system  projects for  Lockheed  Missile & Space  Company.  From 1991 to 1994 Mr.
Roberts managed the development of Lockheed's  information  systems  facility in
Iuka, Mississippi. Mr. Roberts received a Bachelor of Science degree in Computer
Science from New Mexico State University in 1980 and completed  graduate work at
Golden State University toward a MBA.

PRINCIPAL SHAREHOLDERS

      The following table sets forth the number of and percentage of outstanding
shares of common  stock  beneficially  owned by the  Company's  new officers and
directors and those shareholders now owning more than 5% of the Company's common
stock.

                                       Shares of
Name and Address                Common Stock (3)         Percent of Class
----------------                ----------------         ----------------

Robert Crawford                    29,534,658 (1)                34%
751 County Road 989
Iuka, MS 38852

James White                        17,512,842 (2)              20.3%
751 County Road 989
Iuka, MS 38852

Ted Roberts III                     4,823,852                   5.6%
751 County Road 989
Iuka, MS 38852
(1)  Includes shares held by Mr. Crawford's wife. Mr. Crawford may be deemed the
     beneficial owner of the shares held by his wife.
(2)  Includes  16,530,273  shares  held of record by a trust.  Mr.  White may be
     considered the beneficial owner of the shares held by the trust.
(3)  Excludes shares issuable upon the exercise of options held by the following
     persons:

                              Shares Issuable   Option       Expiration
                              Upon Exercise     Exercise       Date of
           Name                 of Options       Price         Options

           Robert Crawford      11,677,516         $0.03      12-31-01
           Ted Roberts III       4,823,582         $0.04      12-31-01

Miscellaneous

      The  Company's   board  of  directors   will  shortly   propose  that  the
shareholders  of the Company  approve (i) a change of the name of the Company to
North American Datacom,  Inc. (ii) changing the Company's  corporate domicile to
Delaware  and  (iii)  increasing  the  Company's  authorized  capitalization  to
150,000,000 shares of common stock and 1,000,000 shares of preferred stock.

     The Company's offices now located at P.O. Box 37 Iuka,  Mississippi  38852.
The  Company's  new  telephone  number is (662)  424-5030 and its new  facsimile
number is (662) 424-5059.

Item 7(a) and 7(b).     Financial Statements and Pro Forma Financial Statements.

    The Company  hereby  undertakes to file with the  Commission an amendment to
this Form 8-K wherein the Company will provide the audited financial  statements
of North  American  Software Corp.  and related pro forma  financial  statements
within sixty (60) days after the filing of this Form 8-K.

Item 7(c). Exhibits.

      Number      Exhibit

         2    Share Exchange  Agreement  between the Company and North American
              Software Corp.
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.

                                    PIERCE INTERNATIONAL, INC.

                                     By /s/ Robert Crawford
                                       Robert Crawford, Chief Executive Officer

DATE: January 3, 2000
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                           PIERCE INTERNATIONAL, INC.

                                    EXHIBITS