-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EUMXh2JQrIZ4e1gcE6/XfzP0DYAQr4V+LHqZyirKkaMDaSiqQUfe79UktJeZtAUg 7mdchgzGcA+kKkNjZN16hg== /in/edgar/work/20000821/0000950148-00-001861/0000950148-00-001861.txt : 20000922 0000950148-00-001861.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950148-00-001861 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DISCOVERY INVESTMENTS INC CENTRAL INDEX KEY: 0001083459 STANDARD INDUSTRIAL CLASSIFICATION: [6770 ] IRS NUMBER: 880409151 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-26175 FILM NUMBER: 707165 BUSINESS ADDRESS: STREET 1: 23805 STEWART RANCH ROAD STREET 2: SUITE 265 CITY: MALIBU STATE: CA ZIP: 90265 BUSINESS PHONE: 3104568494 MAIL ADDRESS: STREET 1: 23805 STEWART RANCH ROAD STREET 2: SUITE 265 CITY: MALIBU STATE: CA ZIP: 90265 10QSB 1 e10qsb.txt FORM 10QSB 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2000. OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION FROM _______ TO ________. COMMISSION FILE NUMBER 000-26175 DISCOVERY INVESTMENTS, INC. ----------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 88-0409151 ----------------------- -------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2980 S. Rainbow Boulevard, Suite 108 Las Vegas, Nevada 89146 --------------------------------------- ---------------- (Address of principal executive offices) (Zip Code) 23805 Stewart Ranch Road, Suite 265 Malibu, California 90265 ------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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 [ ] 2 State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Class Outstanding at June 30, 2000(1) ----- ---------------------------- Common Stock, par value 2,100,000 $.001 per share - ---------------- (1) See Part II, Item 5 as to additional 2,000,000 shares. Upon full performance by John Castellucci and LLO-Gas, Inc., or either, said shares of common stock will be retired and restored to the status of authorized and unissued shares. The pledge holder under the collateral pledge agreement holds as additional collateral certain shares of LLO-Gas, Inc. as additional collateral, under the collateral pledge agreement. Transitional Small Business Disclosure Format: Yes [ ] No [X] 2 3 TABLE OF CONTENTS
PAGE ---- BALANCE SHEET - ASSETS 4 BALANCE SHEET - LIABILITIES AND STOCKHOLDERS' EQUITY 5 STATEMENT OF OPERATIONS 6 STATEMENT OF STOCKHOLDERS' EQUITY 7 STATEMENT OF CASH FLOWS 8 NOTES TO FINANCIAL STATEMENTS 9
3 4 PART I FINANCIAL INFORMATION Item I. Financial Statements DISCOVERY INVESTMENTS, INC. (A Development Stage Company) RESTATED BALANCE SHEET ASSETS
6 Mos Ending Year Ended June 30, 2000 December 31, 1999 (Unaudited) (Unaudited) -------------- ----------------- CURRENT ASSETS $ 0 $ 0 TOTAL CURRENT ASSETS $ 0 $ 0 OTHER ASSETS $ 0 $ 0 TOTAL OTHER ASSETS $ 0 $ 0 TOTAL ASSETS $ 0 $ 0
See accompanying notes to financial statements 4 5 DISCOVERY INVESTMENTS, INC. (A Development Stage Company) RESTATED BALANCE SHEET LIABILITIES AND STOCKHOLDERS' EQUITY
6 Mos Ending Year Ended June 30, 2000 December 31, 1999 (Unaudited) (Unaudited) ----------- ---------------- CURRENT LIABILITIES Officers Advances (Note 6) $ 13,225 $ 0 Interlochen Enterprises 100,000 0 Alschuler Grossman Stein & Kahan LLP 84,989 0 Interest Payable - Notes 102,198 25,000 ----------- ----------- TOTAL CURRENT LIABILITIES $ 300,412 $ 25,000 ----------- ----------- LONG TERM LIABILITIES Interlochen Enterprises 250,000 250,000 Meridian Enterprises 250,000 250,000 CRS Financiers 1,000,000 1,000,000 ----------- ----------- TOTAL LONG TERM LIABILITIES $ 1,500,000 $ 1,500,000 ----------- ----------- TOTAL LIABILITIES $ 1,800,412 $ 1,525,000 STOCKHOLDERS EQUITY (Note 4) Common stock, $.001 par value authorized 25,000,000 shares issued and outstanding at December 31, 1999 - 2,100,000 shares June 30, 2000 - 2,100,000 shares $ 2,100 $ 2,100 Additional paid in Capital 0 0 Accumulated loss ($1,798,312) ($1,522,900) ----------- ----------- TOTAL STOCKHOLDERS' DEFICIENCY $ 1,800,412 $ 1,525,000 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS EQUITY ($1,798,312) ($1,522,900) ----------- -----------
See accompanying notes to financial statements 5 6 DISCOVERY INVESTMENTS, INC. (A Development Stage Company) RESTATED STATEMENT OF OPERATIONS (UNAUDITED)
Sep.10, 1996 6 Mos Ended Year Ended Year Ended (Inception) June 30, Dec. 31, Dec. 31, to June 30, 2000 1999 1998 1999 ---- ---- ---- ---- REVENUE: $ 0 $ 0 $ 0 $ 0 EXPENSES: General, Selling and Administrative $ 187,187 $ 13,225 $ 0 $ 15,325 ---------- ---------- ---------- ---------- Total Expenses $ 187,187 $ 13,225 $ 0 $ 15,325 ---------- ---------- ---------- ---------- Net Profit/ Loss (-) $ 187,187 $ -13,225 $ 0 $ -15,325 ---------- ---------- ---------- ---------- Net Profit/Loss(-) per weighted share (Note 2) $ -.002 $ -.0063 $ NIL $ -.0073 ---------- ---------- ---------- ---------- Weighted average number of common shares outstanding 2,100,000 2,100,000 2,100,000 2,100,000 ---------- ---------- ---------- ----------
See accompanying notes to financial statements 6 7 DISCOVERY INVESTMENTS, INC. (A Development Stage Company) RESTATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu- Common Stock paid-in lated Shares Amount Capital Deficit ------ ------ ------- ------- Balance, March 31, 1997 21,000 $ 2,100 $ 0 $ -2,100 Net loss year ended March 31, 1998 0 --------- Balance, December 31, 1997 21,000 $ 2,100 $ 0 $ -2,100 March 15, 1999 Changed from NO PAR VALUE to $.001 -2,079 +2,079 March 15, 1999 Forward Stock Split 100:1 2,079,000 +2,079 -2,079 Net loss year ended December 31, 1999 0 --------- Balance, December 31, 1999 2,100,000 $ 2,100 $ 0 $ -2,100 Net Loss, December 31, 1999, to June 30, 2000 1,804,512 --------- Balance, June 30, 2000 2,100,000 $ 2,100 $1,804,512 --------- ------- ----------
See accompanying notes to financial statements 7 8 DISCOVERY INVESTMENTS, INC. (A Development Stage Company) RESTATED STATEMENT OF CASH FLOWS ----------------------- (UNAUDITED)
Sep. 10, 1996 6 Mos Ended Year Ended Year Ended (Inception) June 30, Dec. 31, Dec. 31, to June 30, 2000 1998 1999 1999 ---- ---- ---- ---- Cash Flow from Operating Activities Net Loss $ 0 $ 0 $ 0 $ -15,325 Adjustment to reconcile net loss to net cash provided by operating activities 0 0 0 0 Changes in Assets and Liabilities Increase in current Liabilities Officers Advances 1,800,412 0 0 $ +13,225 ---------- -------- ---------- ---------- Net cash used in operating Activities $ 0 $ 0 $ 0 $ -2,100 Cash Flows from Investing Activities 0 0 0 0 Cash Flows from Financing Activities Issuance of Common Stock 0 0 0 +2,100 ---------- -------- ---------- ---------- Net increase (decrease) in cash $ 0 $ 0 $ 0 $ 0 Cash, beginning of period 0 0 0 0 ---------- -------- ---------- ---------- Cash, end of period $ 0 $ 0 $ 0 $ 0 ---------- -------- ---------- ----------
See accompanying notes to financial statements 8 9 DISCOVERY INVESTMENTS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS June 30, 2000, and December 31, 1999 NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY The Company was organized September 10, 1996, under the laws of the State of Nevada as Discovery Investments, Inc., Inc. The Company currently has no operations and in accordance with SFAS #7, is now considered a development company. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Method ----------------- The Company records income and expenses on the accrual method. Estimates --------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and equivalents -------------------- The Company maintains a cash balance in a non-interest-bearing bank that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with the maturity of three months or less are considered to be cash equivalents. There are no cash equivalents as of June 30, 2000. 9 10 DISCOVERY INVESTMENTS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (CONTINUED) June 30, 2000, and December 31, 1999 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Income Taxes ------------ Income taxes are provided for using the liability method of accounting in accordance with Statement of Financial Accounting Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A deferred tax asset or liability is recorded for all temporary difference between financial and tax reporting. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Loss Per Share -------------- Net loss per share is provided in accordance with Statement of Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per Share". Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects per share amounts that would have resulted if dilative common stock equivalents had been converted to common stock. As of June 30, 1999, the Company had no dilative common stock equivalents such as stock options. Year End -------- The Company had selected March 31st as its year-end. Prior to the rescission (see Note 9), the year end was changed to December 31st. 10 11 DISCOVERY INVESTMENTS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (CONTINUED) June 30, 2000, and December 31, 1999 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Year 2000 Disclosure -------------------- The year 2000 issue is the result of computer programs being written using two digits rather than four to define the applicable year. Computer programs that have time sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in a system failure or miscalculations causing disruption of normal business activities. Since the Company currently has no operating business and does not use any computers, and since it has no customers, suppliers or other constituents, there are no material Year 2000 concerns. NOTE 3 - INCOME TAXES There is no provision for income taxes for the period ended June 30, 2000, due to the net loss and no state income tax in Nevada, the state of the Company's domicile and operations. The Company's total deferred tax asset as of June 30, 2000, is as follows: Net operation loss carry forward $ 2,100 Valuation allowance $ 2,100 Net deferred tax asset $ 0 The federal net operating loss carry forward will expire in 2017. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. 11 12 DISCOVERY INVESTMENTS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (CONTINUED) June 30, 2000, and December 31, 1999 NOTE 4 - STOCKHOLDERS' EQUITY Common Stock ------------ The authorized common stock of Discovery Investments, Inc. consists of 25,000,000 shares with a par value of $0.001 per share. Preferred Stock --------------- Discovery Investments, Inc. has no preferred stock. On September 15, 1996, the Company issued 21,000 shares of its no par value common stock in consideration of $2,100 in cash. On March 15, 1999, the Company amended its Articles of Incorporation, which increased its capitalization from 25,000 common shares to 25,000,000 common shares. The no par value was changed to $0.001 and the Company forward split its common stock 100:1, thus increasing the number of outstanding common stock shares from 21,000 shares to 2,100,000. Pledge ------ John Castellucci entered into a Pledge Agreement with Mehdi Mostaedi on or about December 16, 1999, subject to the closing of the Plan and Agreement of Reorganization on December 20, 1999, wherein John Castellucci collaterally pledged 2,000,000 shares of his common stock of the Company to Mehdi Mostaedi. A mutual rescission occurred (see Note 9) and said rescission is subject to the rights, if any, that Mehdi Mostaedi may have under said collateral pledge agreement. Upon full performance by John Castellucci and LLO-Gas, Inc., or either, said shares of common stock will be retired and restored to the status of authorized and unissued shares. The pledge holder under the collateral pledge agreement holds as additional collateral certain shares of LLO-Gas, Inc. as additional collateral, under the collateral pledge agreement. To the extent that any shares of stock issued to John Castellucci have not been restored to the Company as part of the mutual rescission, the Company deems said shares to be treasury shares. Treasury shares do not carry voting rights or participate in distribution, may not be counted as outstanding shares for any purpose and may not be counted as assets of the Company for purposes of computing amounts available for distributions. Upon physical delivery of said certificates to Pacific Stock Transfer Company, the Company's transfer agent, said shares will be canceled, retired and restored to the status of authorized and unissued shares in accordance with law. 12 13 DISCOVERY INVESTMENTS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (CONTINUED) June 30, 2000, and December 31, 1999 NOTE 5 - GOING CONCERN The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. It is the intent of the Company to seek a business combination with an existing, operating company. Until that time, the stockholders/off- icers and or directors have committed to advancing the operating costs of the Company interest free. NOTE 6 - RELATED PARTY TRANSACTIONS The Company neither owns nor leases any real or personal property. An officer of the corporation provides office services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts. NOTE 7 - WARRANTS AND OPTIONS There are no warrants or options outstanding to acquire any additional shares of common stock. NOTE 8 - LITIGATION (a) On February 29, 2000, West Star Energy Group, Inc. ("West Star") sued John Castellucci, the Company and its then wholly-owned operating subsidiary, LLO-Gas, Inc. ("LLO-GAS"), in the Superior Court of the State of California, County of Los Angeles (Case No. BC 225568). Until August 10, 2000, Mr. Castellucci was President, Chief Financial Officer, Secretary, director and the principal shareholder of the Company, and President, a director and the principal shareholder of West Star. West Star, through its Board of Directors (other than Mr. Castellucci), alleges that Mr. Castellucci breached 13 14 DISCOVERY INVESTMENTS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (CONTINUED) June 30, 2000, and December 31, 1999 his fiduciary duty to West Star and engaged in a series of unauthorized transactions for his personal benefit. The plaintiff also alleges that Mr. Castellucci made certain fraudulent statements to the West Star Board of Directors, which inducted them not to exercise a West Star business opportunity to acquire the ARCO Facilities for itself and to consent to the acquisition of the ARCO Facilities by LLO-Gas. West Star seeks general and special damages of at least $3.5 million against Mr. Castellucci. West Star seeks the imposition of a constructive trust on the Company's facilities which were purchased from ARCO (the "ARCO Facilities") and an order compelling the Company to return the ARCO Facilities, and all proceeds therefrom, to West Star. West Star also seeks damages against Mr. Castellucci and the Company of at least $3.5 million for unfair competition. In addition, West Star seeks an accounting from the defendants. West Star also seeks to recover the costs of the suit, prejudgment interest, attorneys' fees and such other relief as the court may deem just and proper. John Castellucci and the Company have filed an answer to the complaint. The Company believes that it has meritorious defenses and affirmative defenses to the lawsuit. In view of the inherent uncertainties of litigation, the outcome of the litigation itself, cannot be predicted. (b) In December 1999, M. Mehdi Mostaedi loaned LLO-Gas $150,000. LLO- Gas and John Castellucci jointly executed a promissory note dated December 16, 1999 (the "Mostaedi Note") in the principal amount of $150,000. The Mostaedi Note bears interest at the rate of 9% per annum and was due and payable as to principal and interest on February 16, 2000. The Mostaedi Note is secured with a pledge of 2,000,000 shares of the Company's common stock owned by Mr. Castellucci pursuant to a Pledge Agreement dated December 20, 1999 between John Castellucci and M. Mehdi Mostaedi. On April 11, 2000, M. Mehdi Mostaedi filed a lawsuit against the Company and John Castellucci in the Superior Court of the State of California, West District, Santa Monica, California, alleging breach of contract and default under the Mostaedi Note. M. Mehdi Mostaedi seeks damages in the amount of $150,000, interest on that amount at the rate of 9% from December 16, 1999, and costs of the suit. The Company has been served with the complaint but has not filed an answer to the complaint. The Company believes that it has meritorious defenses and affirmative defenses to the lawsuit in that the Company was not a party to the Mostaedi Note. 14 15 DISCOVERY INVESTMENTS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (CONTINUED) June 30, 2000, and December 31, 1999 NOTE 9 - MUTUAL RESCISSION AGREEMENT AND MUTUAL RELEASE On December 10, 1999, the Company entered into a Plan and Agreement of Reorganization with LLO-Gas, Inc. and John Castellucci. On December 20, 1999, there was a closing under the Plan and Agreement of Reorganization and LLO-Gas, Inc. became a wholly owned subsidiary of the Company and there was a change of control of the Company. Between December 20, 1999 and August 11, 2000, differences of opinion as to matters of fact and as to matters of law have arisen by and between certain of the shareholders of the Company, who were shareholders prior to the closing, and between the Company, John Castellucci and LLO-Gas, Inc. In addition, on June 7, 2000, LLO-Gas, Inc. filed a Voluntary Petition under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court, Central District of California, San Fernando Valley Division, case number SV 00-15398-AG. Said Chapter 11 Bankruptcy is currently pending and effects LLO-Gas, Inc. Predicated upon the differences of matters of fact and matter of law, the parties entered into a Mutual Rescission Agreement and Mutual Release. The Mutual Rescission Agreement and Mutual Release provides, inter alia, that the Company consents and agrees to rescind that certain Plan and Agreement of Reorganization with John Castellucci consenting and agreeing to the rescission. The parties mutually agreed, pursuant to said Mutual Rescission Agreement and Mutual Release to forgo all rights and benefits provided to each other under the Plan and Agreement of Reorganization, as consideration for the rescission, ab initio, of the closing described therein. 15 16 Item II. Management's Discussion and Analysis or Plan of Operation Results of Operation. Certain statements contained in this Quarterly Report on Form 10-QSB that are not related to historical results, including, without limitation, statements regarding the Company's business strategy and objectives, future financial operations, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and involve risks and uncertainties. Although the Company believes that the assumptions will prove to be accurate, actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, competition from other similar businesses, and market and general economic factors. All forward-looking statements contained in this Quarterly Report on Form 10-QSB are qualified in their entirety by this statement. 16 17 Until October 26, 1999, Discovery Investments, Inc. (the "Company") had no operations, assets or financial resources. During the period from inception (September 10, 1996) until October 26, 1999, the Company sustained operation expenses without corresponding revenues. This resulted in the Company's incurring a net operating loss, this loss will increase until the Company acquires a profitable business. On December 10, 1999, the Company entered into a Plan and Agreement of Reorganization with LLO-Gas, Inc. and John Castellucci. On December 20, 1999, there was a closing under the Plan and Agreement of Reorganization and LLO-Gas, Inc. became a wholly owned subsidiary of the Company and there was a change of control of the Company. Between December 20, 1999 and August 11, 2000, differences of opinion as to matters of fact and as to matters of law had arisen by and between certain of the shareholders of the Company, who were shareholders prior to the closing, and between the Company, John Castellucci and LLO-Gas, Inc. In addition, on June 7, 2000, LLO-Gas, Inc. filed a Voluntary Petition under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court, Central District of California, San Fernando Valley Division, case number SV 00-15398-AG. Said Chapter 11 Bankruptcy is currently pending and effects LLO-Gas, Inc. and not the Company. Predicated upon the differences of matters of fact and matter of law, the parties entered into a Mutual Rescission Agreement and Mutual Release (See Part II, Item 6). The Mutual Rescission Agreement and Mutual Release provides, inter alia, that the Company consents and agrees to rescind that certain Plan and Agreement of Reorganization with John Castellucci consenting and agreeing to the rescission. The parties mutually agreed, pursuant to said Mutual Rescission Agreement and Mutual Release to forgo all rights and benefits provided to each other under the Plan and Agreement of Reorganization, as consideration for the rescission, ab initio, of the closing described therein. Giving effect to the recission of the Plan and Agreement of Reorganization, the Company has no operating history nor any revenues or earnings from operations, with no significant assets or financial resources. Accordingly, the Company will in all likelihood sustain operating expenses without corresponding revenues, at least until the consummation of a new business combination. This may result in the Company incurring a net operating loss which will increase continuously until the Company can consummate a business combination with a profitable business opportunity and consummate such a business combination. The Company is now dependent upon its officers to meet any de minimis costs which may occur. Kimberly Lynn Jack, an officer and director of the Company, has agreed to provide the necessary funds, without interest, for the Company to comply with the Securities Exchange Act of 1934, as amended, provided that she is an officer and director of the Company when the obligation is 17 18 incurred. All advances are interest-free. PART II OTHER INFORMATION Item 1 - Legal Proceedings (a) On February 29, 2000, West Star Energy Group, Inc. ("West Star") sued John Castellucci, the Company and its wholly- owned operating subsidiary, LLO-Gas, Inc. ("LLO-GAS"), in the Superior Court of the State of California, County of Los Angeles (Case No. BC 225568). Until August 10, 2000, Mr. Castellucci was President, Chief Financial Officer, Secretary, director and the principal shareholder of the Company, and President, a director and the principal shareholder of West Star. West Star, through its Board of Directors (other than Mr. Castellucci), alleges that Mr. Castellucci breached his fiduciary duty to West Star and engaged in a series of unauthorized transactions for his personal benefit. The plaintiff also alleges that Mr. Castellucci made certain fraudulent statements to the West Star Board of Directors, which inducted them not to exercise a West Star business opportunity to acquire the ARCO Facilities for itself and to consent to the acquisition of the ARCO Facilities by LLO- Gas. West Star seeks general and special damages of at least $3.5 million against Mr. Castellucci. West Star seeks the imposition of a constructive trust on the Company's facilities which were purchased from ARCO (the "ARCO Facilities") and an order compelling the Company to return the ARCO Facilities, and all proceeds therefrom, to West Star. West Star also seeks damages against Mr. Castellucci and the Company of at least $3.5 million for unfair competition. In addition, West Star seeks an accounting from the defendants. West Star also seeks to recover the costs of the suit, prejudgment interest, attorneys' fees and such other relief as the court may deem just and proper. John Castellucci and the Company have filed an answer to the complaint. The Company believes that it has meritorious defenses and affirmative defenses to the lawsuit. In view of the inherent uncertainties of litigation, the outcome of the litigation itself, cannot be predicted. (b) In December 1999, M. Mehdi Mostaedi loaned LLO-Gas $150,000. LLO-Gas and John Castellucci jointly executed a promissory note dated December 16, 1999 (the "Mostaedi Note") in the principal amount of $150,000. The Mostaedi Note bears interest at the rate of 9% per annum and was due and payable as to principal and interest on February 16, 2000. The Mostaedi Note is secured with a pledge of 2,000,000 shares of the Company's common stock owned by Mr. Castellucci pursuant to a Pledge Agreement dated December 20, 1999 between John Castellucci 18 19 and M. Mehdi Mostaedi. On April 11, 2000, M. Mehdi Mostaedi filed a lawsuit against the Company and John Castellucci in the Superior Court of the State of California, West District, Santa Monica, California, alleging breach of contract and default under the Mostaedi Note. M. Mehdi Mostaedi seeks damages in the amount of $150,000, interest on that amount at the rate of 9% from December 16, 1999, and costs of the suit. The Company has been served with the complaint but has not filed an answer to the complaint. The Company believes that it has meritorious defenses and affirmative defenses to the lawsuit in that it was not a party to the Mostaedi Note.
Item 2 - Changes in the Rights of the Company's Security Holders ..........................................................None Item 3 - Defaults by the Company on its Senior Securities .........................................................None Item 4 - Submission of Matter to Vote of Security Holders ...................................................................None
Item 5 - Other Information (a) The following table lists, as of June 30, 2000 giving effect to the Mutual Rescission Agreement and Mutual Release, the security ownership of (i) all persons known by the Company to own beneficially 5% or more of Common Stock; (ii) all executive officers; and (iii) each director of the Company.
Name and Amount and Address of Nature of Title of Class Beneficial Beneficial Percent Owner Owner of Class - --------------------------------------------------------------------------------------- Common Kimberly Lynn Jack 550,000 26.2% 1916 East 50th Street Wichita, Kansas 67216 Common Scott A. Jack 550,000 26.2% 1916 East 50th South Wichita, Kansas 67216 Common Debra S. Hackney 340,000 16.2% 5262 S. Madison Wichita, Kansas 67216
19 20 Common John Castellucci (1) - 23805 Stewart Ranch Road Suite 265 Malibu, California 90265 Common All Officers and 1,440,000 68.6% Directors as a Group (three [3] individuals)
- ---------------- (1) John Castellucci entered into a Pledge Agreement with M. Mehdi Mostaedi on or about December 16, 1999, subject to the closing of the Plan and Agreement of Reorganization on December 20, 1999, wherein John Castellucci collaterally pledged 2,000,000 shares of his common stock of the Company to M. Mehdi Mostaedi. The mutual rescission is subject to the rights, if any, that M. Mehdi Mostaedi may have under said collateral pledge agreement. Upon full performance by John Castellucci and LLO-Gas, Inc., or either, said shares of common stock will be retired and restored to the status of authorized and unissued shares. The pledge holder under the collateral pledge agreement holds as additional collateral certain shares of LLO-Gas, Inc. as additional collateral, under the collateral pledge agreement. To the extent that any shares of stock (9,900,000) issued to John Castellucci have not been restored to the Company as part of the mutual rescission, the Company deems said shares to be treasury shares. Treasury shares do not carry voting rights or participate in distribution, may not be counted as outstanding shares for any purpose and may not be counted as assets of the Company for purposes of computing amounts available for distributions. Upon physical delivery of said certificates to Pacific Stock Transfer Company, the Company's transfer agent, said shares will be canceled, retired and restored to the status of authorized and unissued shares in accordance with law. (b) Giving effect to the closing which occurred on December 20, 1999, John Castellucci had served as the President, Chief Financial Officer, Secretary and Director of the Company. There are no agreements or understandings for any officer or director to serve as such or resign at the request of another person, other than on December 20, 1999, Kimberly Lynn Jack, Scott A. Jack and Debra S. Hackney, directors and officers resigned all positions in connection with the Plan and Agreement of Reorganization. Other than restoring Kimberly Lynn Jack, Scott A. Jack and Debra S. Hackney as current directors as part of the rescission described in Part I, Item II, and hereinbelow, there has been no other changes in control of the Company. 20 21 None of the Company's current officers and directors receive any compensation for their services. All compensation for services of John Castellucci had been allocated to LLO-Gas, Inc., the former wholly owned subsidiary of the Company. The Board of Directors has not established any standing committees or subcommittees. In the last quarter the sole member of the Board of Directors held three (3) meetings by written consent. The reinstalled and new directors are as are follows: Kimberly Lynn Jack Scott A. Jack Debra S. Hackney Each of the officers and directors have entered into a lock up agreement as of May 3, 1999 and said lock up agreements have been filed as an exhibit to Company's General Form for Registration of Securities of Small Business Issuers on Form 10-SB filed, with the Securities and Exchange Commission on June 24, 1999. Although said lock up agreements may have terminated in connection with the closing of the Plan and Agreement of Reorganization, with LLO-Gas, Inc. and John Castellucci as at December 20, 1999, with the closing under the Mutual Rescission Agreement and Mutual Release, said lock up agreements have been reinstated, ab initio. The background information on each of the directors is as follows: Kimberly Lynn Jack, age 31, has been a shareholder of the Company since 1996 and has been its President and a director of the of the Company since 1999. From 1993 to 1997. she was a student and homemaker. From 1997 to the present, she has been a parent-involvement worker for the Wichita, Kansas United School District at Lawrence Elementary, with responsibilities for the identification and resolution of troubled children syndrom and provides counseling to both the parent and child. Scott A. Jack, age 34, has been a shareholder of the Company since 1996 and has been Secretary/Treasurer and a director of the Company since 1999. From 1992 to 1997, he was the owner of Kansas Building Supply, a company which designed and installed, primarily, floor covering. From 1997 to the present, he has been employed by Star Lumber Company as a senior floor covering specialist. Debra S. Hackney, age 40, has been a shareholder of the Company since 1996 and has been a director of the Company since 1999. From 1989 to the present, she has been the facility coordinator and senior construction specialist for Pizza Hut, Inc., with responsibilities involving construction documentation and payments for the company's expansion and dotting program. 21 22 (c) If required, except for the shares of stock held pursuant to the Pledge Agreement for the benefit of M. Mehdi Mostaedi, the Company intends to file a complaint for cancellation of any certificates evidencing shares of stock which may be subject to the Mutual Rescission Agreement and Mutual Release and request that said shares be deemed canceled and restored to authorized but unissued shares of stock. Item 6 - Exhibits and Reports on Form 8-K (a) Mutual Rescission Agreement and Mutual Release. (b) Form 10-SB filed with the Securities and Exchange Commission on June 24, 1999. (Incorporated herein by reference.) SIGNATURE 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 thereunto duly authorized. Dated: August 21, 2000 DISCOVERY INVESTMENTS, INC. (Company) By: /s/ Kimberly Lynn Jack --------------------------- Kimberly Lynn Jack President 22 EX-27 2 ex27.txt FINANCIAL DATA SCHEDULE
5 6-MOS DEC-31-2000 JAN-01-2000 JUN-30-2000 0 0 0 0 0 0 0 0 0 300,412 0 0 0 2,100 (1,800,412) (1,800,412) 0 0 0 0 84,989 0 102,198 (187,187) 0 0 0 0 0 (187,187) (.002) (.002)
EX-99.(A) 3 ex99-a.txt EXHIBIT 99.(A) 1 EXHIBIT 99(a) MUTUAL RESCISSION AGREEMENT AND MUTUAL RELEASE ---------------------------------------------- This Mutual Rescission Agreement and Mutual Release ("Agreement") is made and entered into by and between DISCOVERY INVESTMENTS, INC. (hereinafter "DCIV") and JOHN CASTELLUCCI (hereinafter "CASTELLUCCI"). This Agreement is made with reference to the following facts: (a) Prior to the date hereof, differences of opinion as to matters of fact and as to matters of law have arisen by and between the parties. (b) Because of said differences of opinion as to matters of fact and as to matters of law which have arisen by and between the parties hereto, the parties desire to resolve all of their differences by the rescission, and releases described herein. NOW, THEREFORE, it is agreed as follows: 1. Recital Incorporation. All of the factual recitals are incorporated herein by reference as though fully set forth hereat. 2. Recission Agreement. (a) Plan and Agreement of Reorganization. DCIV hereby consents and agrees to rescind that certain Plan and Agreement of Reorganization with LLO-GAS (hereinafter "LLO-GAS") and CASTELLUCCI as the sole shareholder of LLO-GAS and which CASTELLUCCI was issued 11,900,000 shares of common stock, par value $.001 of DCIV and DCIV acquired all of the issued and outstanding shares of LLO-GAS. CASTELLUCCI hereby consents and agrees to said recission. The closing of the transaction occurred on or about December 20, 1999. (b) Mehdi Mostaedi. Subject to any rights that Mehdi Mostaedi (hereinafter "Mostaedi") may have under that certain pledge agreement entered into by and between CASTELLUCCI and MOSTAEDI on or about December 16, 1999 as it relates to certificate number 159 evidencing 2,000,000 shares of the common stock of DCIV, CASTELLUCCI shall return, or cause to be returned, or cause DCIV to cancel upon deliver to Pacific Stock Transfer Company, the transfer agent, any other shares of stock issued in -1- 2 connection with the closing of the transaction. (c) Capstone & Company, LLC. CASTELLUCCI represents and warrants that certificate number 160 shares evidencing 9,900,000 shares of stock of DCIV is currently in the possession of Capstone & Company, LLC. or Prudential Overseas Company, Ltd. Said shares were delivered to Capstone & Company, LLC in anticipation of entering into a collateral pledge agreement; however, no collateral pledge agreement has been entered into and said shares, and all right, title and interest to said shares and the right to physical possession thereof, are vested in CASTELLUCCI. (d) Delivery. DCIV shall return to CASTELLUCCI 750 shares of the common stock of LLO-GAS evidenced by No. 1, not less than 150 shares of LLO-Gas stock (or more) shall be held by the pledge holder, as additional security for the Mostaedi pledge and CASTELLUCCI's agreements contained herein. (d) Payment. CASTELLUCCI agrees to pay or cause to be paid all obligations owing to Mostaedi. Said obligations are evidenced by a note executed by LLO-GAS and CASTELLUCCI dated December 16, 1999 in the principal amount of $150,000, said note bears interest at the rate of 9% per annum and was due and payable as to principal and interest on February 16, 2000. Further, CASTELLUCCI agrees to pay or caused to be paid, or settled on terms and conditions acceptable to DCIV, all obligations or contingent obligations described in paragraph (e) below. CASTELLUCCI further agrees to provide DCIV with the defense of the litigation referred to in paragraph (e)(iii) below. In the event of any actual or perceived conflict of interest in connection with the defense of said litigation, DCIV has the right to retain counsel of its choice, at the cost and expense of CASTELLUCCI. (e) Continuing Obligations. As of the date hereof, CASTELLUCCI represents and warrants that there are the following obligations or contingent obligations still owing or claimed to be by CASTELLUCCI and DCIV, or either, and no others, in accordance with the terms and conditions of said obligations: (i) Alschuler, Grossman, Stein & Kahan (ii) Hollander Lumer & Co. (iii) West Star Energy Group v. John CASTELLUCCI, Discovery Investments, -2- 3 Inc., Superior Court of the State of California for the County of Los Angeles, Case Number BC232199 (iv) Convertible Debenture Numbers 1-6, each in the principal sum of $250,000 (v) Note of January 28, 2000 in the principal sum of $100,000 (vi) Various notes - July 19, 1999 in the principal sum of $150,000 and September 17, 1999 in the principal sum of $75,000. (f) Ab Initio Rescission. The parties mutually agree to forgo all other rights and benefits provided for under the Plan and Agreement of Reorganization referred to in subparagraph 1(a) above as consideration for the recission, ab initio, of the closing described therein. 3. DCIV Release. Except as otherwise provided in paragraphs 2 and 6 hereof, and in consideration of this and the other provision of this Agreement, DCIV, for itself and for its officers and directors, does hereby forever release and discharge CASTELLUCCI and any and all of his agents, attorneys, servants, assigns, and assignors, heirs, legatees, devisees, executors, administrators, estates, jointly and severally, from any and all claims, demands, controversies, actions, causes of action, obligations, liabilities, costs, expenses, attorney's fees, and damages of whatsoever character, nature, known or unknown, suspected or unsuspected from the beginning of time to the date hereof. 4. CASTELLUCCI Release. Except as otherwise provided in paragraph 2 hereof, and in consideration of this and the other provisions of this Agreement, CASTELLUCCI does hereby forever release and discharge DCIV and any and all of its officers, directors, shareholders, agents, attorneys, servants, assigns, and assignors, heirs, legatees, devisees, executors, administrators, estates, jointly and severally, from any and all claims, demands, controversies, actions, causes of action, obligations, liabilities, costs, expenses, attorney's fees, and damages of whatsoever character, nature, known or unknown, suspected or unsuspected from the beginning of time to the date hereof. -3- 4 5. Unknown Claims. It is the intention of the parties to the provisions of paragraphs 3 and 4 hereto, that the foregoing losses, claims, liabilities and demands of whatsoever character, nature and kind, known or unknown, suspected or unsuspected, hereinabove, specified to be bared; and in furtherance of this intention, the parties, and each of them expressly waive any and all rights and benefits conferred upon them by the provisions of Section 1542 of the California Civil Code, which reads in full as follows: "A general release does no extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." The parties, and each of them, have acknowledged that they have separately bargained for the foregoing waiver of the provisions of Section 1542 of the California Civil Code. The parties and each of them, expressly consent that this release shall be given in full force and effect in accord with each and all of the expressed terms and provisions, including those terms and provisions relating to any other claims, demands and causes of action hereinabove specified. 6. Indemnification. CASTELLUCCI hereby indemnifies and holds harmless DCIV and any and all of its officers, directors, shareholders, agents, attorneys, servants, and assigns, from any loss, expense, damages, cost, and attorney's fees incurred by any of them at any time by reason of actions or suits brought against them by reason of entering into this Agreement and by reason of any obligations not otherwise disclosed in this Agreement and by reason of any adverse judgment which may be rendered in that certain litigation entitled West Star Energy Group v. John Castellucci, Discovery Investments, Inc., Superior Court of the State of California for the County of Los Angeles, Case Number BC232199. DCIV shall give CASTELLUCCI immediate notice of any suits or actions instituted against DCIV or any party entitled to said indemnification and hold harmless, by reason of this Agreement and CASTELLUCCI shall have the right to participate in any such suit or action. Insofar as indemnification for liabilities under the Securities Act of 1933, as amended, may be permitted to officers, directors or persons controlling the -4- 5 Company pursuant to the foregoing, the Company has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable. Notwithstanding the foregoing, CASTELLUCCI agrees that the provisions contained herein shall survive any claim of unenforceability that may be asserted by any third party and that CASTELLUCCI expressly waives any defenses arising out of or under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any state or other federal law which may provide for defenses. 7. Miscellaneous. 7.1 Partial Invalidity. If any term of provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be effected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 7.2 Waiver. No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act. 7.3 Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be sent by registered or certified mail, postage prepaid, return receipt requested, and shall be deemed received upon mailing thereof. To: John Castellucci 23805 Stewart Ranch Road, Suite 265 Malibu, California 90265 To: Discovery Investments, Inc. 2980 S. Rainbow Boulevard, Suite 108 Las Vegas, Nevada 89146 Notices of change of address shall be given by written notice in the manner detailed in this subparagraph 7.3. -5- 6 7.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the parties hereto. 7.5 Professional Fees. In the event of the brining of any action or suit by a part hereto against another party hereunder by reason of any breach of any of the covenants, agreements or provision on the part of the other party arising out of this Agreement, then in that event the prevailing party shall be entitled to have and recover of and from the other party all costs and expenses of the action or suit, including actual attorneys' fees, accounting fees, and any other professional fees resulting therefrom. 7.6 Entire Agreement. This Agreement is the final expression of, and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the party to be charged or by his agent duly authorized in writing or as otherwise expressly permitted herein. The parties do not intend to confer any benefit hereunder on any person, firm or corporation other than the parties hereto. 7.7 Time of Essence. The parties hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation and provision hereof and that failure to timely perform any of the terms, conditions, obligations or provisions hereof by either party shall constitute a material breach of and non-curable (but waivable) default under this Agreement by the party so failing to perform. 7.8 Construction. Heading at the beginning of each paragraph and subparagraph are solely for the convenience of the parties and are not a part of the Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared the same. Unless otherwise indicated, all references to paragraphs and subparagraphs are to this Agreement. In the event the date on which any party is required to take any action under the terms of this Agreement is not a business day, the action shall be taken on the next succeeding day. 7.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. -6- 7 7.10 Governing Law. The parties hereto expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. IN WITNESS HEREOF, the parties hereto have executed this Agreement effective as of August 10, 2000. DISCOVERY INVESTMENTS, INC. By: ----------------------------- John Castellucci President --------------------------------- John Castellucci AGREED TO AND ACCEPTED: - ---------------------------- Kimberly Lynn Jack - ---------------------------- Scott A. Jack - ---------------------------- Deborah S. Hackney DISCOVERY:Mutualrecission.agt.wpd -7- -----END PRIVACY-ENHANCED MESSAGE-----