Commission File No. 000-26175

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 10-KSB

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Fiscal Year Ended: December 31, 2001
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Transition Period From ________________ to ________________

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.)

6767 W. Tropicana Avenue, Suite 207
Las Vegas, Nevada	89103
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number: (702) 248-1047

Securities to be registered pursuant to Section 12(b) of the Act:

none

Securities to be registered pursuant to Section 12(g) of the Act:

$.001 Common Stock

(Title of Class)

     Check 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 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 [   ]

     Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part II of this Form 10-K or any amendments to this Form 10-K. [X]

     As of December 31, 2001, there were 2,199,881 shares of the Registrant’s Common Stock, $.001 par value, outstanding.

     The aggregate market value of shares of Common Stock held by non-affiliates of the Registrant as of March 7, 2001 is $303,953.

     State the Registrant’s revenues for the December 31, 2001 fiscal year: $-0-.

TABLE OF CONTENTS

	Item 1. Description of Business.
	Item 2. Description of Property.
	Item 3. Legal Proceedings.
	Item 4. Submission of Matter to Vote of Security Holders.
	Item 5. Market for Common Company Equity and Related Stockholder Matter.
	Item 6. Management’s Discussion and Analysis or Plan of Operation
	Item 7. Financial Statements.
	Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
	Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.
	Item 10. Executive Compensation.
	Item 11. Security Ownership of Certain Beneficial Owners and Management.
	Item 12. Certain Relationships and Related Transactions.
	Item 13. Exhibits and Reports on Form 8-K.
SIGNATURES
EXHIBIT 23.1

TABLE OF CONTENTS

		Page
Item 1. Description of Business
Item 2. Description of Property
Item 3. Legal Proceedings
Item 4. Submission of Matter to Vote of Security Holders
Item 5. Market for Common Registrant Equity and Related Stockholder Matter
Item 6. Management’s Discussion and Analysis or Plan of Operation
Item 7. Financial Statements
Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
Item 10. Executive Compensation
Item 11. Security Ownership of Certain Beneficial Owners and Management
Item 12. Certain Relationships and Related Transactions
Item 13. Exhibits and Reports on Form 8-K
	Signatures

3.

Item 1. Description of Business.

Introduction

     Discovery Investments, Inc. (the “Company”) was incorporated on September 10, 1996, under the laws of the State of Nevada to engage in any lawful corporate activity. The Company had been in the development stage until October 26, 1999. Prior to October 26, 1999, the Company could be defined as a “shell” company, whose sole purpose was to locate and consummate a merger or acquisition with a private entity, and the Company did not have any operations.

     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. During the period from inception until October 26, 1999, the Company sustained operational expenses without corresponding revenues, with a resulting net operating loss. On October 26, 1999, LLO-Gas acquired certain ARCO facilities and a so-called card lock facility and commenced operations. LLO-Gas was incorporated in July 1998 under the laws of the State of Delaware. 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.

     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. On December 1, 2000, the United States Bankruptcy Court converted the pending matter into a Chapter 7 liquidation. Said Chapter 7 effects LLO-Gas, Inc. and not the Company.

     On August 10, 2000, the Company entered into a Mutual Rescission Agreement and Mutual Release with John Castellucci which provided, 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 to forego all rights and benefits provided to each other thereunder.

     On August 9, 2001, the Company filed a voluntary petition under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court, District of Nevada, Case Number BK-S-01-18156-RCJ. On September 24, 2001, the Bankruptcy Court confirmed the Disclosure Statement and Plan of Reorganization submitted by

4.

the Company and the Company was thereafter released from Bankruptcy.

     On February 28, 2002, Donald Bell became the sole director and officer of the Company. See Item 9.

     Currently, the Company has no revenues or earnings from operations, with no significant assets or financial resources. Accordingly, the Company will in all likelihood continue to sustain operating expenses without corresponding revenues at least, until the consummation of a new business combination.

Plan of Operation

     The Company’s current purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek the advantages of a company who has complied with the Securities Act of 1934, as amended (“the 1934 Act”)

     The Company may seek a business opportunity with entities related to or affiliates of Donald Bell which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes.

     The Company anticipates that the selection of a business opportunity in which to participate may be complex and extremely risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, Donald Bell believes that there are numerous firms seeking the benefits of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional equity financing may be sought and providing liquidity (subject to restrictions of applicable statutes), for all shareholders.

     It is anticipated that the Company will incur nominal expenses in the implementation of its business plan described herein. Because the Company has no capital with which to pay these anticipated expenses, present management of the Company will pay these charges with his personal funds, as interest free loans to the Company or as capital contributions. However, if loans, the only opportunity which management has to have these loans repaid will be from a prospective merger or acquisition candidate.

5.

Acquisition of Opportunities

     In implementing a structure for a particular business acquisition, the Company may acquire stock or assets of an existing business. On the consummation of a transaction, it is possible that the present management and shareholders of the Company will no longer be in control of the Company. In addition, the Company’s director may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of the Company’s shareholders.

     It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws.

     While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a so-called “tax-free” reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code (the “Code”). In order to obtain tax-free treatment under the Code, it may be necessary for the owners of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, the shareholders of the Company, would retain less than 20% of the issued and outstanding shares of the surviving entity, which would result in significant dilution in the equity of such shareholders.

     The Company will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with the Company’s attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.

     The Company will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable period of time after closing of the proposed transaction. The Company is subject to all of the reporting requirements included in the 1934 Act. Included in these requirements is the affirmative duty of the Company to file independent audited financial statements as part of its Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as the Company’s audited financial statements included in its annual report on

6.

Form 10-KSB (or 10-K, as applicable).

Competition

     The Company will remain an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than the Company. In view of the Company’s combined extremely limited financial resources and limited management availability, the Company will continue to be at a significant competitive disadvantage compared to the Company’s competitors.

Investment Company Act of 1940

     Although the Company will be subject to regulation under the Securities Act of 1933, as amended, and the 1934 Act, management believes the Company will not be subject to regulation under the Investment Company Act of 1940 insofar as the Company will not be engaged in the business of investing or trading in securities. In the event the Company engages in business combinations which result in the Company holding passive investment interests in a number of entities, the Company could be subject to regulation under the Investment Company Act of 1940. In such event, the Company would be required to register as an investment company and could be expected to incur significant registration and compliance costs. The Company has obtained no formal determination from the Securities and Exchange Commission as to the status of the Company under the Investment Company Act of 1940 and, consequently, any violation of such Act would subject the Company to material adverse consequences.

Employees

     The Company has no full time employees.

     For the year ended December 31, 2001, none of the officers and directors devoted more than ten (10%) percent of his or her time to Company activities. The Company’s current President has agreed to allocate a portion of his time to the activities of the Company, without compensation.

Item 2. Description of Property.

     The Company has no properties.

     The Company presently occupies office space supplied by a shareholder of the Company at 6767 W. Tropicana Avenue, Suite 207, Las Vegas, Nevada 89103. This space is provided to the Company on a rent free basis, and it is anticipated that this arrangement will remain until such time as the Company

7.

successfully consummates a merger or acquisition. Management believes that this arrangement will meet the Company’s needs for the foreseeable future.

Item 3. Legal Proceedings.

     There is no pending or threatened legal proceedings against the Company.

Item 4. Submission of Matter to Vote of Security Holders.

     There has been no matters submitted to the Company’s security holders.

Item 5. Market for Common Company Equity and Related Stockholder Matter.

     (a)  Market Price.

     The Company’s common stock is currently traded on the OTC Bulletin Board System under the symbol “DCIV.” The following table sets forth, for the periods indicated, the high and low closing bid prices for the common stock of the Company as reported on said system (or as may have been previously reported on the Over the Counter Bulletin Board System). The bid prices reflect inter-dealer quotations, do not include retail mark-ups, mark-downs or commissions, and do not necessarily reflect actual transactions.

Date	Open		High Bid		Low Bid		Close
09/30/99		5.625		5.625		5.625		5.625
10/18/99		5.625		6.625		5.50		5.50
11/29/99		5.625		5.625		5.625		5.625
12/27/99		6.00		6.00		6.00		6.00
02/7/00		5.625		5.625		5.625		5.625
02/29/00		5.25		5.25		5.00		5.00
03/23/00		5.00		5.00		5.00		5.00
05/26/00		3.00		3.00		2.00		2.00
06/30/00		0.375		0.375		0.375		0.375
07/31/00		0.25		0.25		0.25		0.25
08/31/00		0.25		0.25		0.25		0.25
09/30/00		0.25		0.25		0.25		0.25
10/25/00		0.25		0.25		0.25		0.25
11/30/00		0.625		0.625		0.625		0.625
12/31/00		0.625		0.625		0.625		0.625
01/31/01		0.50		0.50		0.50		0.50
02/28/01		0.50		0.50		0.50		0.50
03/31/01		0.50		0.50		0.50		0.50
11/30/01		0.505		0.505		0.505		0.505

8.

Date	Open		High Bid		Low Bid		Close
12/31/01		0.15		0.15		0.15		0.15
01/31/02		0.21		0.21		0.21		0.21
02/28/02		0.55		0.55		0.40		0.40

     On March 1, 2002, the ask for the common stock of the Company was $0.55 and the bid for the common stock of the Company was $.42. The last trade was on February 21, 2002 at $.40.

     The Securities and Exchange Commission adopted Rule 15g-9, which established the definition of a “penny stock,” for purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stock in both public offering and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

     For the initial listing in the NASDAQ SmallCap market, a company must have net tangible assets of $4 million or market capitalization of $50 million or a net income (in the latest fiscal year or two of the last fiscal years) of $750,000, a public float of 1,000,000 shares with a market value of $5 million. The minimum bid price must be $4.00 and there must be 3 market makers. In addition, there must be 300 shareholders holding 100 shares or more, and the company must have an

9.

operating history of at least one year or a market capitalization of $50 million.

     For continued listing in the NASDAQ SmallCap market, a company must have net tangible assets of $2 million or market capitalization of $35 million or a net income (in the latest fiscal year or two of the last fiscal years) of $500,000, a public float of 500,000 shares with a market value of $1 million. The minimum bid price must be $1.00 and there must be 2 market makers. In addition, there must be 300 shareholders holding 100 shares or more.

     Management intends to strongly consider undertaking a transaction with any merger or acquisition candidate which will allow the Company’s securities to be traded without the aforesaid limitations. However, there can be no assurances that, upon a successful merger or acquisition, the Company will qualify its securities for listing on NASDAQ or some other national exchange, or be able to maintain the maintenance criteria necessary to insure listing.

     (b)  Holders.

     There are twenty two (22) holders of record of the Company’s Common Stock.

     On September 20, 1996, the Company issued 2,100,000, as adjusted for a forward stock split of its Common Shares, for cash. On November 29, 2001, the Company issued 99,881 shares pursuant to the Disclosure Statement and Plan of Reorganization. All of the issued and outstanding shares of the Company’s Common Stock were issued in accordance with the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended.

     As of the date hereof, except for the 99,881 shares issued on November 20, 2001, all of the issued and outstanding shares of the Company’s Common Stock held by non-affiliates are eligible for sale under Rule 144 promulgated under the Securities Act of 1933, as amended, subject to certain limitations included in said Rule. In general, under Rule 144, a person (or persons whose shares are aggregated), who has satisfied a one year holding period, under certain circumstances, may sell within any three-month period a number of shares which does not exceed the greater of one percent of the then outstanding Common Stock or the average weekly trading volume during the four calendar weeks prior to such sale. Rule 144 also permits, under certain circumstances, the sale of shares without any quantity limitation by a person who has satisfied a two-year holding period and who is not, and has not been for the preceding three months, an affiliate of the Company.

10.

     In summary, Rule 144 applies to affiliates (that is, control persons) and nonaffiliates when they resell restricted securities (those purchased from the issuer or an affiliate of the issuer in nonpublic transactions). Nonaffiliates reselling restricted securities, as well as affiliates selling restricted or nonrestricted securities, are not considered to be engaged in a distribution and, therefore, are not deemed to be underwriters as defined in Section 2(11), if six conditions are met:

(1)	Current public information must be available about the issuer unless sales are limited to those made by nonaffiliates after two years.
(2)	When restricted securities are sold, generally there must be a one-year holding period.
(3)	When either restricted or nonrestricted securities are sold by an affiliate after one year, there are limitations on the amount of securities that may be sold; when restricted securities are sold by non-affiliates between the first and second years, there are identical limitations; after two years, there are no volume limitations for resales by non-affiliates.
(4)	Except for sales of restricted securities made by nonaffiliates after two years, all sales must be made in brokers’ transactions as defined in Section 4(4) of the Securities Act of 1933, as amended, or a transaction directly with a “market maker” as that term is defined in Section 3(a)(38) of the 1934 Act.
(5)	Except for sales of restricted securities made by nonaffiliates after two years, a notice of proposed sale must be filed for all sales in excess of 500 shares or with an aggregate sales price in excess of $10,000.
(6)	There must be a bona fide intention to sell within a reasonable time after the filing of the notice referred to in (5) above.

     (c)  Dividends.

     The Company has not paid any cash dividends to date and has no plans to do so in the immediate future.

11.

Item 6. Management’s Discussion and Analysis or Plan of Operation

     The Company has no current business operations. The Company is dependent upon its officer and director to meet any de minimis costs which may occur.

     Donald Bell, the sole officer and director of the Company, has agreed to provide the necessary funds, without interest, for the Company to comply with the 1934 Act provided that he is an officer and director of the Company when the obligation is incurred. All advances are interest-free.

     In addition, since the Company has no revenues or earnings from operations, with no significant assets or financial resources, the Company will in all likelihood sustain operating expenses without corresponding revenues, at least until the consummation of a 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. There is assurance that the Company can identify such a business opportunity and consummate such a business combination.

Item 7. Financial Statements.

INDEPENDENT AUDITOR’S REPORT ON THE FINANCIAL STATEMENTS		13
FINANCIAL STATEMENTS
	Balance Sheets	14
	Statements of Income	15-16
	Statements of Stockholders’ Equity	17
	Statements of Cash Flows	18-19
	Notes to Financial Statements	20-22

12.

Independent Auditor’s Report

To the Board of Directors
Discovery Investments, Inc.
Las Vegas, Nevada

I have audited the accompanying balance sheet of Discovery Investments, Inc. (A Development Stage Company) as of December 31, 2001 and December 31, 2000 and the related statements of income, stockholders’ equity, and cash flows for the years then ended and the period September 10, 1996 (date of inception) through September 30, 2001. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Discovery Investments, Inc. (A Development Stage Company) as of December 31, 2001 and December 31, 2000 and the results of its operations and cash flows for the years then ended and the period September 10, 1996 (date of inception) through September 30, 2001, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2 to the financial statements, effective September 24, 2001, the Company completed its reorganization after seeking protection under Chapter 11 of the U.S. Bankruptcy Code pursuant to a Reorganization Plan which was confirmed by the Bankruptcy Court on September 24, 2001. As discussed in Note 4 to the financial statements, the Company has no operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Kyle L. Tingle, CPA, LLC
February 13, 2002
Henderson, Nevada

13.

DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
BALANCE SHEETS
(Restated)

				December 31,			December 31,			December 31,
				2001			2000			1999
ASSETS
CURRENT ASSETS				$	0		$	0		$	0
			Total current assets	$	0		$	0		$	0
			Total assets	$	0		$	0		$	0
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
	Short term notes payable			$	0		$	0		$	0
	Accounts payable				2,136			0			0
	Interest payable				0			0			0
	Officers’ advances				50,000			0			0
			Total current liabilities	$	52,136		$	0		$	0
LONG TERM DEBT				$	0		$	0		$	0
Liabilities Subject to Compromise				$	0		$	1,896,293		$	1,540,654
			Total liabilities	$	52,136		$	1,896,293		$	1,540,654
STOCKHOLDERS’ EQUITY
	Common stock: $0.001 par value; authorized 25,000,000 shares; issued and outstanding:
		2,100,000 shares at December 31, 1999;									2,100
		2,100,000 shares at December 31, 2000						2,100
		2,199,881 shares at December 31, 2001			2,200
	Additional Paid In Capital				0			0			0
	Accumulated deficit during development stage				(54,336	)		(1,898,393	)		(1,542,754	)
			Total stockholders’ equity	$	(52,136	)	$	(1,896,293	)	$	(1,540,654	)
			Total liabilities and stockholders’ equity	$	0		$	0		$	0

See Accompanying Notes to Financial Statements.

14.

DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
STATEMENTS OF INCOME
(Restated)

												Sept 10, 1996
			Year Ended			Year Ended			Year Ended			(inception) to
			December 31,			December 31,			December 31,			December 31,
			2001			2000			1999			2001
Revenues			$	0		$	0		$	0		$	0
Cost of revenue				0			0			0			0
		Gross profit	$	0		$	0		$	0		$	0
General, selling and administrative expenses				11,579			194,639			1,515,654			1,723,972
		Operating (loss)	$	(11,579	)	$	(194,639	)	$	(1,515,654	)	$	(1,723,972	)
Nonoperating income (expense)
		Interest expense		(98,753	)		(161,000	)		(25,000	)		(284,753	)
(Loss) before reorganization items and extraordinary item			$	(110,332	)	$	(355,639	)	$	(1,540,654	)	$	(2,008,725	)
Reorganization items (Note 2)				(30,858	)		0			0			(30,858	)
	(Loss) before extraordinary item		$	(141,190	)	$	(355,639	)	$	(1,540,654	)	$	(2,039,583	)
Extraordinary gain on prepetition debt discharge (Note 2)			$	1,985,347		$	0		$	0		$	1,985,347
		Net income (loss)	$	1,844,157		$	(355,639	)	$	(1,540,654	)	$	(54,236	)
		Net (loss) per share, Basic and diluted (Note 2)	$	0.87		$	(0.17	)	$	(0.73	)	$	(0.03	)
		Average number of shares of common stock outstanding		2,108,757			2,100,000			2,100,000			2,101,653

See Accompanying Notes to Financial Statements.

15.

DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS’ EQUITY
(Restated)

									Accumulated
									(Deficit)
	Common Stock					Additional			During
						Paid-In			Development
	Shares		Amount			Capital			Stage
Sale of 2,100,000 shares, Sept. 10, 1996		2,100,000	$	2,100		$	0		$	0
Net (loss), December 31, 1996										(2,100	)
Balance, December 31, 1996		2,100,000	$	2,100		$	0		$	(2,100	)
Net (loss), December 31, 1997										0
Balance, December 31, 1997		2,100,000	$	2,100		$	0		$	(2,100	)
Net (loss), December 31, 1998										0
Balance, December 31, 1998		2,100,000	$	2,100		$	0		$	(2,100	)
March 15, 1999, changed from no par value to $0.001				(2,079	)		2,079
March 15, 1999, forward stock 100:1				2,079			(2,079	)
Net (loss), December 31, 1999										(1,540,654	)
Balance, December 31, 1999		2,100,000	$	2,100		$	0		$	(1,542,754	)
Net (loss), December 31, 2000										(355,639	)
Balance, December 31, 2000		2,100,000	$	2,100		$	0		$	(1,898,393	)
Issuance of common stock, pursuant To bankruptcy order, issued November 29, 2001		99,881		100						(100	)
Net income, December 31, 2001										1,844,157
Balance, December 31, 2001		2,199,881	$	2,200		$	0		$	(54,336	)

See Accompanying Notes to Financial Statements.

16.

DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Restated)

												Sept. 10, 1996
			Year Ended			Year Ended			Year Ended			(inception) to
			December 31,			December 31,			December 31,			September 30,
			2001			2000			1999			2001
Cash Flows From Operating Activities
	Net income (loss)		$	1,844,157		$	(355,639	)	$	(1,540,654	)	$	(54,236	)
	Adjustments to reconcile net (loss) to cash (used in) operating activities:
	Extraordinary gain on prepetition debt discharge			(1,985,347	)		0			0			(1,985,347	)
	Reorganization items
		Professional fees			30,858			0			0			30,858
	Changes in assets and liabilities
	Increase in accounts payable and accrued expenses (pre-petition)			107,121			254,792			25,000			386,913
	Increase in accounts payable and accrued expenses (post-petition)			2,136			0			0			2,136
	Increase in officer advances (pre-petition)			1,075			847			15,654			17,576
	Increase in officer advances (post-petition)			50,000			0			0			50,000
		Net cash (used in) operating activities	$	50,000		$	(100,000	)	$	(1,500,000	)	$	(1,552,100	)
(Decrease) to Cash Resulting from Reorganization Items:
	Pre-petition claims paid pursuant to plan		$	(19,142	)	$	0		$	0		$	(19,142	)
	Professional fees paid			(30,858	)		0			0			(30,858	)
Cash Flows From Investing Activities			$	(50,000	)	$	0		$	0		$	(50,000	)
Cash Flows From Financing Activities
		Issuance of common stock	$	0		$	0		$	0		$	2,100
		Proceeds from notes payable		0			100,000			1,500,000			1,600,000
		Net cash provided by financing activities	$	0		$	100,000		$	1,500,000		$	1,602,100
		Net increase (decrease) in cash and cash equivalents	$	0		$	0		$	0		$	0
Cash and cash equivalents, beginning of period				0			0			0			0
Cash and cash equivalents, end of period			$	0		$	0		$	0		$	0
Supplemental Schedule of Non-Cash Investing and Financing Activities
	Discharge of short term notes payable		$	100,000		$	0		$	0		$	100,000
	Discharge of long term notes payable			1,500,000			0			0			1,500,000

See Accompanying Notes to Financial Statements.

17.

DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2001 and December 31, 2000

Note 1. Nature of Business and Significant Accounting Policies

Nature of business:

Discovery Investments, Inc. (“Company”) was organized September 10, 1996 under the laws of the State of Nevada. The Company currently has no operations and, in accordance with Statement of Financial Accounting Standard (SFAS) No. 7, “Accounting and Reporting by Development Stage Enterprises,” is considered a development stage company.

On August 9, 2001 (“Petition Date”), the Company filed a voluntary petition for Chapter 11 protection pursuant to the United States Bankruptcy Code. As of that date, The United States Bankruptcy Court for the District of Nevada (“Bankruptcy Court”) assumed jurisdiction over the assets of the Company. On September 24, 2001, the Bankruptcy Court confirmed the Disclosure Statement and Plan of Reorganization (the “Plan”) submitted by the Debtors. On September 24, 2001 the Plan became effective.

A summary of the Company’s significant accounting policies is as follows:

Basis of Presentation

The Company implemented guidance provided by the American Institute of Certified Public Accountants Statement of Position 90-7 “Financial Reporting By Entities in Reorganization Under the Bankruptcy Code” (“AICPA SOP 90-7”) as of September 30, 2001. Accordingly, the Company’s financial statements for the periods prior to September 30, 2001 are not comparable to financial statements presented on or subsequent to September 30, 2001.

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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash

For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2001 and December 31, 2000 and 1999.

Income taxes

Income taxes are provided for using the liability method of accounting in accordance with SFAS No. 109 “Accounting for Income Taxes.” A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the

18.

DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2001 and December 31, 2000

Note 1. Nature of Business and Significant Accounting Policies (continued)

opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

Reporting on costs for start-up activities

Statement of Position 98-5 (“SOP 98-5), “Reporting on the Costs of Start-Up Activities” which provides guidance on the financial reporting of start-up and organization costs, requires most costs of start-up activities and organization costs to be expensed as incurred. With the adoption of SOP 98-5, there has been little to no effect on the Company’s financial statements.

Year end

The Company originally selected March 31 for its fiscal year end. In 2000, the Company changed its fiscal year end to December 31.

Note 2. Restructuring Items

Pursuant to he Disclosure Statement and Plan of Reorganization becoming effective September 24, 2001, all general unsecured claims were discharged in exchange for cash payments totaling $50,000. An impaired interest holder-shareholder paid $30,858 for the Chapter 11 administrative claims. The remaining $19,142 was distributed to the Class One impaired creditors on a pro-rata basis, along with a pro-rata share of unregistered common stock, not to exceed 100,000 shares, of the Debtor.

The discharge of debt has been reflected in the accompanying December 31, 2001 financial statements. The Company’s post-reorganization balance sheet as of September 24, 2001 becomes the opening balance sheet for the reorganized Company, as reflected in the following table:

	Adjustments to Record the Plan of Reorganization
	Balance		Debt			Balance
	Sheet		Discharge			Sheet
ASSETS	$	0	$	0		$	0
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	19,182	$	30,858		$	50,000
Liabilities Subject to Compromise
Short term notes payable	$	100,000	$	(100,000	)	$	0

19.

DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2001 and December 31, 2000

Note 2. Restructuring Items (continued)

	Accounts payable		82,160			(82,160	)		0
	Interest payable		284,753			(284,753	)		0
	Officer’s advances		17,576			(17,576	)		0
	Notes payable		1,500,000			(1,500,000	)		0
Total Liabilities Subject to Compromise		$	1,984,489		$	(1,984,489	)	$	0
Total Liabilities		$	2,003,671		$	(1,953,631	)	$	50,000
Stockholders’ Equity
	Common Stock	$	2,100		$	0		$	2,100
	Accumulated Deficit		(2,005,771	)		(1,953,631	)		(52,100	)
Total Stockholders’ Equity		$	(2,003,671	)	$	(1,953,631	)	$	(50,000	)
Total Liabilities and Stockholders’ Equity		$	0		$	0		$	0

The following proforma statements of operations reflect the results of operations as if the reorganization had been effective December 31, 2000.

PRO FORMA STATEMENTS OF INCOME

		For the Year Ended December 31, 2001
		As Reported			Adjustments			Proforma
Revenues		$	0		$	0		$	0
Cost of revenue			0			0			0
	Gross profit	$	0		$	0		$	0
General, selling and administrative expenses			11,579			0			11,579
	Operating (loss)	$	(11,579	)	$	0		$	(11,579	)
Nonoperating income (expense) Interest expense			(98,753	)		0			(98,753	)
(Loss) before reorganization items and extraordinary item		$	(110,332	)	$	0		$	(110,332	)
Reorganization items (Note 2)			(30,858	)		30,858	(1)		0
(Loss) before extraordinary item		$	(141,190	)	$	30,858		$	(110,332	)
Extraordinary gain on prepetition debt discharge (Note 2)		$	1,985,347		$	(1,985,347	)(2)	$	0
	Net income (loss)	$	1,844,157		$	(1,954,489	)	$	(110,332	)
	Net (loss) per share, Basic and diluted (Note 2)	$	(0.87	)	$	(0.93	)	$	(0.05	)

(1)	Elimination of effect of reorganization items
(2)	Elimination of the gain on pre-petition debt discharge

20.

DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2001 and December 31, 2000

Note 3. Reorganization Items

Reorganization Items consisted of the following for the year ended December 31, 2001 and the year ended December 31, 2000:

	December 31,		December 31,
	2001		2000
Professional Fees	$	30,858	$	0

Note 4. Stockholders’ Equity

Common stock

The authorized common stock of the Company consists of 25,000,000 shares with par value of $0.001. On September 15, 1996, the Company authorized and issued 21,000 shares of its no par value common stock in consideration of $2,100 in cash.

On March 15, 1999, the State of Nevada approved the Company’s amended 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 per share. Also, on March 15, 1999, the Company’s shareholders approved a forward split of its common stock at one hundred shares for one share of the existing shares. The number of common stock shares outstanding increased from 21,000 to 2,100,000. Prior period information has been restated to reflect the stock split.

The Company has not authorized any preferred stock.

Net loss per common share

Net loss per share is calculated in accordance with SFAS No. 128, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

Basic net loss per common share is based on the weighted average number of shares of common stock outstanding of 2,100,000 during 2001, 2000, 1999, and since inception. As of September 30, 2001 and December 31, 2000 and 1999 and since inception, the Company had no dilutive potential common shares.

21.

DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2001 and December 31, 2000

Note 5. Income Taxes

There is no provision for income taxes for the period ended December 31, 2001, 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 December 31, 2001 is as follows:

Net operating loss carry forward	$	2,136
Valuation allowance	$	(2,136	)
Net deferred tax asset	$	0

The net federal operating loss carry forward will expire in 2020. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

For financial reporting purposes, the Company reported an extraordinary gain in the amount of $1,984,489 resulting from the cancellation of indebtedness that occurred from the bankruptcy discharge on the effective date. Pursuant to Section 1087 of the Internal Revenue Code, this extraordinary gain is excluded from income taxation and certain tax attributes of the Company are eliminated or reduced, up to the amount of such income excluded from taxation. As a result, the Company’s net operating loss carryforwards were reduced by the $1,984,489

Note 6. Going Concern

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have significant cash of other material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. Until the Company has sufficient operations, the officers and directors have committed to advancing the operating costs of the company.

Note 7. Related Party Transactions

The Company neither owns nor leases any real or personal property. The resident agent 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 for 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 interest. The Company has not formulated a policy for the resolution of such conflicts.

Note 8. Warrants and Options

There are no warrants or options outstanding to acquire any additional shares of common stock of the Company.

22.

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

     There have been no changes nor any disagreements with the accountants or the accountant’s findings.

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.

     On February 28, 2002, Donald Bell was appointed as the sole director and the remaining directors (and officers) resigned. Members of the Board of Directors of the Company serve until the next annual meeting of the stockholders, or until their successors have been elected. The sole director may file vacancies. The officers serve at the pleasure of the Board of Directors. Information as to the director and officer of the Company is as follows:

Name	Ages		Position
Donald Bell		38	President/Director

     The principal occupation and business experience for Donald Bell as follows:

     Donald Bell has worked within the investment community for the past 15 years. First as an investment adviser with Pacific International Securities Inc. of Vancouver B.C. and, most recently, as Vice President of corporate finance and business development for a publicly traded mining and resource company. Mr. Bell’s management experience began in 1985 shortly after completing his formal education as well as several sales and marketing seminars related to the auto industry. At the age of 22, Mr. Bell was awarded top salesman of the year at a major auto dealer in greater Vancouver, and then followed through to become one of two sales managers responsible for 12 sales personnel as well as several other duties in a management capacity. Mr. Bell is 38 years old and currently resides in Calgary Alberta where he is married with two children. Mr. Bell’s experience and contacts in the investment and banking communities throughout North America, Europe and Asia as well as his sold work ethic will prove an asset to any project he is involved in.

     Officers and directors may be deemed parents and promoters of the Company as those terms are defined by the Securities Act of 1933, as amended.

     There are no agreements or understandings for any officer or director of the Company to resign at the request of another person and Donald Bell is not acting on behalf of or will act at the direction of any other person.

23.

     The Company has checked the box provided on the cover page of this Form to indicate that there is no disclosure in this Form 10-KSB of reporting person delinquencies in response to Item 405 of Regulation S-B.

Item 10. Executive Compensation.

     For the period ended December 31, 2001 and February 28, 2002, none of the Company’s officers and/or directors received any compensation for their respective services rendered unto the Company, nor have they received such compensation in the past. Donald Bell has agreed to act without compensation until authorized by the Board of Directors, which is not expected to occur until the Company has generated revenues from operations after consummation of a merger or acquisition.

     No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

     (a)  Security Ownership of Certain Beneficial Owners.

     The following table sets forth the security and beneficial ownership for each class of equity securities of the Company for any person who is known to be the beneficial owner of more than five percent of the Company.

	Name and	Amount and
	Address of	Nature of
Title	Beneficial	Beneficial	Number		Percent
of Class	Owner	Owner	of Shares		of Class
Common	Kimberly Lynn Jack	Record		550,000		26.2	%
	1916 East 50th Street
	Wichita, Kansas 67216
Common	Scott A. Jack	Record		550,000		26.2	%
	1916 East 50th Street
	Wichita, Kansas 67216
Common	Debra S. Hackney	Record		340,000		16.2	%
	5262 S. Madison
	Wichita, Kansas 67216
Totals				1,440,000		68.6	%

24.

     (b) Security Ownership of Management.

     The following table sets forth the ownership for each class of equity securities of the Company owned beneficially and of record by the sole director and officer of the Company.

	Name and
	Address of	Amount
	Beneficial	Beneficial		Percent
Title of Class	Owner	Owner		of Class
Common	Donald Bell		0		0
	Bycom Media Inc.
	247 Bay Street
	Suite 911
	Toronto Ontario M5H 2R7
	CANADA
Common	All Officers and		0		0
	Directors as a Group
	(one [1] individuals)

Item 12. Certain Relationships and Related Transactions.

     There have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-B.

     Donald Bell has agreed to provide the necessary funds, without interest, for the Company to comply with the 1934 Act provided that she is an officer and director of the Company when the obligation is incurred. All advances will be interest-free.

Item 13. Exhibits and Reports on Form 8-K.

Exhibit Number	Description
3.1	Articles of Incorporation (filed as an exhibit to the Company’s General Form for Registration of Securities of Small Business Issuers on Form 10-SB, filed with the Securities and Exchange Commission on May 24, 1999).
3.2	Bylaws (filed as an exhibit to the Company’s General Form for Registration of Securities of Small Business Issuers on Form 10-SB, filed with the Securities and Exchange Commission on May 24, 1999).

25.

Exhibit Number	Description
4.1	Form of Stock Certificate (filed as an exhibit to the Company’s Annual Report on Form 10-KSB, filed with the Securities and Exchange Commission on April 14, 2000).
23.1	Consent of Kyle L. Tingle, Certified Public Accountant.
99.1	Lock-Up Agreement dated May 3, 1999 by Kimberly Lynn Jack (filed as an exhibit to the Company’s General Form for Registration of Securities of Small Business Issuers on Form 10-SB, filed with the Securities and Exchange Commission on May 24, 1999).
99.2	Lock-Up Agreement dated May 3, 1999 by Jack A. Scott (filed as an exhibit to the Company’s General Form for Registration of Securities of Small Business Issuers on Form 10-SB, filed with the Securities and Exchange Commission on May 24, 1999).
99.3	Lock-Up Agreement dated May 3, 1999 by Debra J. Hackney (filed as an exhibit to the Company’s General Form for Registration of Securities of Small Business Issuers on Form 10-SB, filed with the Securities and Exchange Commission on May 24, 1999).

SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 7, 2002	DISCOVERY INVESTMENTS, INC.
	By:	/s/ Donald Bell Donald Bell President

26.