8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 29, 2002

DISCOVERY INVESTMENTS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-26175	88-0409151
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6767 West Tropicana Avenue, Suite 207
Las Vegas, Nevada 89103

(Address of principal executive offices)

(702) 248-1047

(Registrant’s telephone number, including area code)

N/A

(Former Address of Registrant)

TABLE OF CONTENTS

	Item 2. Acquisition of Disposition of Assets.
	Item 5. Other Events and Regulation FD Disclosure.
	Item 7. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT (A)
EXHIBIT (B)

Item 2. Acquisition of Disposition of Assets.

     Pursuant to an agreement entered into as of April 29, 2002, the Company acquired all of the issued and outstanding shares of stock of Bycom Media Inc., an Ontario, Canada corporation, in exchange for 4,800,000 shares of common stock of the Company. The closing occurred on May 5, 2002. Bycom Media Inc. is engaged in multimedia applications for internet-based businesses. Utilizing business search tools and databases, Bycom Media Inc. will be able to locate and access global business information. Bycom Media Inc. intends to use its technology in order to enter into various business combinations with entities who offer products or services which are susceptible to internet marketing. As an alternative, Bycom Media Inc. will also sell, for a fee, this information and will act as an “out-source provider” of information. As an “out-source provider,” the information will be cost-effective for the user. This is because the customer typically lacks the technology expertise, capital, personnel or ability to bear the time to market and operating risk to install, maintain and monitor business information. Bycom Media Inc. for itself and for its customers will provide personnel who are readily available to respond to technical issues and marketing issues, and who can assist in developing and implementing the effective use of the business search tools and data base.

Item 5. Other Events and Regulation FD Disclosure.

     On April 25 2002, the Company’s sole director adopted a resolution which resulted in a stock dividend. The resolution reads, in full, as follows:

RESOLVED: That this Corporation shall set aside for the payment of a dividend on the common shares of the Corporation, and the proper officers of the Corporation are directed to issue and deliver to the shareholders of record on May 6, 2002, two and one-half (2-1/2) shares for each one (1) share held by said shareholder, such issuance and delivery of the additional two and one-half (2-1/2) shares for each one (1) share then held is to be made as soon as practical after the record date, and in lieu of issuing a fractional share certificate, this Corporation shall round up to a full share.

RESOLVED: That the Treasurer of the Corporation shall reduce the appropriate surplus account and/or shall make such other appropriate entries on the books of the Corporation as may be required

by the distribution.

Item 7. Financial Statements and Exhibits.

     The following exhibits are filed as part of this report:

(a)	Plan and Agreement of Reorganization; and
(b)	Financial Statement of Bycom Media Inc. as of January 31, 2002 (opening financial statement).

SIGNATURES

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

	DISCOVERY INVESTMENTS, INC. (Registrant)
DATED: May 9, 2002		/s/ Donald Bell
		Donald Bell President

EX-99.A 3 v81469ex99-a.txt EXHIBIT (A) EXHIBIT 99.(a) PLAN AND AGREEMENT OF REORGANIZATION THIS PLAN AND AGREEMENT OF REORGANIZATION (hereinafter referred to as the "Agreement") is entered into as of this 29th day of April, 2002, by and between BYCOM MEDIA INC. (hereinafter referred to as "BYCOM"), DISCOVERY INVESTMENTS, INC. (hereinafter referred to as "DCIV") and C. PHILIP YEANDLE (hereinafter referred to as "Shareholder"). WITNESSETH WHEREAS, BYCOM MEDIA INC. is an Ontario, Canada corporation with authorized capital stock of unlimited common shares, of which 100 shares were issued and outstanding as of March 31, 2002 (hereinafter "BYCOM Shares") and a second class designated is Class A, Class B and/or Class C preferred shares, of which none have been issued; WHEREAS, DCIV is a Nevada corporation with authorized capital stock of 25,000,000 shares of $0.001 par value Common Stock, of which 2,199,881 shares were issued and outstanding as of March 31, 2002. WHEREAS, DCIV desires to purchase from Shareholder all of the issued and outstanding shares of BYCOM owned by Shareholder in exchange, solely for DCIV shares of common stock ("Stock"); and WHEREAS, it is the intention of Shareholder to exchange the BYCOM Shares held by it for Stock of DCIV, on the terms and conditions set forth herein; and WHEREAS, it is the intention of DCIV, BYCOM and Shareholder that the transactions contemplated hereby constitute a tax-free "reorganization" as defined in the Internal Revenue Code of 1986, as amended, and that all the terms and provisions of this Agreement be interpreted, construed and enforced to effectuate this intent. NOW THEREFORE in consideration of the foregoing and the mutual covenants, promises, representations and warranties contained herein, the parties hereto agree as follows: Article I EXCHANGE 1.1 Exchange of Stock of BYCOM. At the Closing Date (as defined in Article VIII hereof), in accordance with the provisions of this Agreement and applicable law, Shareholder shall transfer and DCIV shall acquire all of the BYCOM Shares owned by Shareholder. Article II CONSIDERATION 2.1 Exchange. Shareholder and DCIV agree that all of the BYCOM Shares owned by Shareholder shall be exchanged with DCIV for 4,800,000 shares of Common Stock. Such Stock shall be issued in certificates of such denominations, amounts and names as may be requested by Shareholder. 2.2 Investment Intent. Shareholder represents and warrants that he is acquiring said shares for investment purposes only and not with a view towards resale or redistribution in violation of state and federal securities laws. Shareholder agrees to deliver to DCIV at the closing, a letter setting forth an agreement that said shares are being acquired for investment purposes only and will not be sold except in compliance with the Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder. 2.3 Delivery. At said closing, Shareholder shall deliver certificates for the shares of BYCOM, duly endorsed in negotiable form, with signatures guaranteed, free and clear from all claims and encumbrances. Article III REPRESENTATIONS AND WARRANTIES OF DCIV DCIV represents and warrants to Shareholder as follows: 3.1 Organization. DCIV is a corporation duly incorporated, validly existing and, at the closing, in good standing under the laws of the State of Nevada and has the corporate power and authority to own or lease its properties and to carry on business as now being conducted. 3.2 Capitalization. As of the closing date, the authorized capital stock of DCIV shall consist of 25,000,000 shares of $0.001 par value common stock, of which 2,199,881 are currently issued and outstanding. All said shares are validly issued, fully paid and non-assessable. 3.3 Financial Statements. DCIV has furnished to Shareholder audited financial statements as of December 31, 2001 and audited financial statement as of January 31, 2002. said financial statements contain the Balance Sheet, Statements of Income, Statements of Stockholders' Equity, Statement of Cash Flow and Notes of DCIV. All of said financial statements, (i) are in accordance with DCIV's books and records, (ii) present fairly and financial position of DCIV as of such dates, and its results of operations and changes in financial position for the respective periods indicated, (iii) have been prepared in conformity with generally accepted accounting principles applied on a consistent basis, and (iv) consistent with prior business practice, contain adequate reserves for all known or contingent liabilities, losses and refunds with respect to services or products already rendered or sold. 3.4 Changes in Financial Condition. Except as it relates to the transactions contemplated by this Agreement, from the date of the Financial Statements to the Closing Date, there has been no material change in the properties, assets, liabilities, financial condition, business, operations, affairs or prospects of DCIV from that set forth or reflected in the Financial Statements, other than changes in the ordinary course of business, none of which have been, either in any case or in the aggregate, materially adverse. 3.5 Authorization. DCIV has the power to enter into this Agreement, and this Agreement, when duly executed and delivered, will constitute the valid and binding obligation of DCIV. Other than approval by the Board of Directors and/or shareholders of DCIV, no proceedings are necessary to authorize this Agreement or the transactions completed hereby. This Agreement constitutes the legal, valid and binding obligation of DCIV enforceable in accordance with its terms. 3.6 Effect of Agreement. The execution and delivery by DCIV of this Agreement and the consummation of the transactions herein contemplated, (i) will not conflict with, or result in a breach of the terms of, or constitute any default under or violation of, any law or regulation of any governmental authority, or the Articles of Incorporation or By-Laws of DCIV, or any material agreement or instrument to which DCIV is a party or by which it is bound or is subject; (ii) nor will it give to others any interest or rights, including rights of termination, acceleration or cancellation, in or with respect to any of the properties, assets, agreements, leases, or business of DCIV. 3.7 Minutes Book. The records of meetings and other corporate actions of DCIV (including any committees of the Board) which are contained in the Minute books of DCIV contain complete and accurate records of the matters reflected in such minutes. 3.8 Litigation; Claims. DCIV is not a party to, and there are not any claims, actions, suits, investigations or proceedings pending or threatened against DCIV or its business, at law or in equity, or before or by any governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, which if determined adversely would have a material effect on the business or financial condition of DCIV or the ability of DCIV to carry on its business. The consummation of the transactions herein contemplated will not conflict with or result in the breach or violation of any judgment, order, writ, injunction or decree of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. 3.9 Taxes and Reports. At the Closing Date, DCIV (i) will have filed all tax returns required to be filed by any jurisdiction, domestic or foreign, to which it is or has been subject, (ii) has either paid in full all taxes due and taxes claimed to be due by each jurisdiction, and any interest and penalties with respect thereto, and (iii) has adequately reflected as liabilities on its books, all taxes that have accrued for any period to and including the Closing Date. 3.10 Compliance with Laws and Regulations. To the best of DCIV's knowledge DCIV has complied with, and are not in violation of any federal, state, local or foreign statute, law, rule or regulation with respect to the conduct of DCIV's businesses. 3.11 Finders. DCIV is not obligated, absolutely or contingently, to any person for financial advice, a finder's fee, brokerage commission, or other similar payment in connection with the transactions contemplated by this Agreement. 3.12 Nature of Representations. DCIV has taken reasonable care to ensure that all disclosures and facts are true and accurate, and that there are no other material facts, the omission of which would make misleading any statement herein. Further, to the best of DCIV's knowledge, no representation, warranty or agreement made by DCIV in this agreement or any of the Schedules or any other Exhibits hereto and no statement made in the Schedules or any such Exhibit, list, certificate or schedule or other instrument or disclosure furnished by them in connection with the transactions herein contemplated contains, or will contain, any untrue statement of a material fact necessary to make any statement, representation, warranty or agreement not misleading. Article IV REPRESENTATIONS AND WARRANTIES OF BYCOM AND SHAREHOLDER BYCOM and Shareholder, and each of them, represent and warrant to DCIV as follows: 4.1 Organization. BYCOM is a corporation duly incorporated, validly existing and, at the closing, in good standing under the laws of the Province of Ontario, Canada, has the corporate power and authority to own or lease its properties and to carry on business as now being conducted. 4.2 Capitalization. The authorized capital stock of BYCOM consists of one class of shares of stocks, the total number of shares which BYCOM is authorized to issue is unlimited shares, of which 100 shares are presently issued and outstanding as of March 31, 2002 and a second designated is Class A, Class B and/or Class C preferred shares, of which none have been issued. All said shares are validly issued, fully paid and non-assessable. There are no outstanding options, warrants, rights, commitments or agreements of any kind relating to the issuance of any shares of Common Stock or other equity or convertible security of BYCOM to any person. None of the shares of Common Stock of BYCOM is reserved for any purpose. BYCOM is not subject to any obligation (contingent or otherwise), nor does it have any option to repurchase or otherwise acquire or retire any shares of its Common Stock. 4.3 Authority. BYCOM and Shareholder have the full power and authority to enter into this Agreement and to carry out its obligations hereunder. Other than approval by the Board of Directors and/or shareholders of Shareholder, no proceedings on the part of Shareholder are necessary to authorize this Agreement or the transactions completed hereby. This Agreement constitutes the legal, valid and binding obligation of BYCOM and Shareholder enforceable in accordance with its terms. 4.4 Financial Statements. BYCOM has furnished to DCIV audited financial statements as of January 31, 2002 (the "Financial Statements"). Said Financial Statements contain the Balance Sheet, Statements of Income, Statements of Stockholders' Equity, Statements of Cash Flow and Notes of BYCOM. All of said Financial Statements, (i) are in accordance with BYCOM's books and records, (ii) present fairly and financial position of BYCOM as of such dates, and its results of operations and changes in financial position for the respective periods indicated, (iii) have been prepared in conformity with generally accepted accounting principles applied on a consistent basis, and (iv) consistent with prior business practice, contain adequate reserves for all known or contingent liabilities, losses and refunds with respect to services or products already rendered or sold. 4.5 Changes in Financial Condition. From the date of the Financial Statements to the Closing Date, there has been no material change in the properties, assets, liabilities, financial condition, business, operations, affairs or prospects of BYCOM from that set forth or reflected in the Financial Statements, other than changes in the ordinary course of business, none of which have been, either in any case or in the aggregate, materially adverse. BYCOM is not subject to any debt, liability or obligation (contingent or otherwise). 4.6 Title to Assets. BYCOM has and on the Closing date will have good record and marketable title to all its assets. Such assets are subject to no mortgage, pledge, lien, conditional sales agreement, lease, encumbrance or charge whatsoever. 4.7 All Patent/License Rights. To the best of its knowledge, BYCOM owns or possesses the requisite licenses or other rights to use all licenses, patents, trademarks, service marks, service names and trade names presently used. There is no claim or action by any person, or proceeding pending, or threatened which challenges the exclusive rights of BYCOM with respect to said rights used, or contemplated to be used, in BYCOM's business. Nothing herein contained have or shall be deemed to constitute a representation or warranty that such licenses, patents, trademarks, or trade names may not be utilized or challenged in the future, and that they will be upheld if challenged. 4.8 Contracts/Other Rights. Prior to the closing, BYCOM will furnish DCIV with a true and complete list and description of all material contracts and licenses entered into by BYCOM (the "Contracts"), including any contracts, licenses by and between BYCOM and Shareholder, between them and with others. Each of the agreements, contract, commitments, leases, plans and other instruments, documents and undertakings to be supplied is valid and enforceable in accordance with its terms. BYCOM is not in default of the performance, observance or fulfillment of any material obligations, covenant or condition contained therein; and no event has occurred which with or without the giving of notice or lapse of time, or both, would constitute a default thereunder; furthermore, except as may be disclosed in writing at the time of delivery, no such agreement, contract, commitment, lease, plan or other instrument, document or undertaking, in the reasonable opinion of BYCOM, contains any contractual requirement with which there is a likelihood BYCOM will be unable to comply. 4.9 Competition. Except as set forth in the Contracts described in 4.8 above, neither BYCOM, nor any officer or director or Shareholder of BYCOM has any material direct or indirect financial or economic interest in any related industry entity or in any competition or customer of BYCOM. 4.10 Effect of Agreement. The execution and delivery by BYCOM and Shareholder of this Agreement and the consummation of the transactions herein contemplated, (i) will not conflict with, or result in a breach of the terms of, or constitute a default under or violation of, any law or regulation of any governmental authority, or the Articles of Incorporation or By-Laws of BYCOM, or any material agreement or instrument to which BYCOM or Shareholder is give to rise to any interests or rights, including rights of termination, acceleration or cancellation, in or with respect to any of the properties, assets, agreements, leases, or business of BYCOM. 4.11 Personal Property. All of the property, assets and equipment owned by or used by BYCOM is in good repair, well maintained, and in good and satisfactory operating condition consistent with their age, free from any known defects, except such minor defects as to not substantially interfere with the continued use thereof in the conduct of normal operations and such property, assets, and equipment which is owned by BYCOM is valued on the Financial Statements at original purchase price less reasonable depreciation consistently applied in accordance with generally accepted accounting principles. 4.12 Minutes Book. The records of meetings and other corporate actions of Shareholder and the Board of Directors (including any committees of the Board) of Shareholder and BYCOM which are contained in the Minute books of Shareholder and BYCOM contain complete and accurate records of the matters reflected in such minutes. 4.13 Litigation; Claims. Neither Shareholder nor BYCOM is a party to, and there are not any claims, actions, suits, investigations or proceedings pending or threatened against BYCOM or its business, at law or in equity, or before or by any governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, which if determined adversely would have a material effect on the business or financial condition of BYCOM or the ability of BYCOM to carry on its business. The consummation of the transactions herein contemplated will not conflict with or result in the breach or violation of any judgment, order, writ, injunction or decree of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. 4.14 Taxes and Reports. At the Closing Date, BYCOM (i) will have filed all tax returns required to be filed by any jurisdiction, federal and provincial, to which it is or has been subject, (ii) has either paid in full all taxes due and taxes claimed to be due by each jurisdiction, and any interest and penalties with respect thereto, and (iii) has adequately reflected as liabilities on its books, all taxes that have accrued for any period to and including the Closing Date. No state of facts exists or has existed which would constitute grounds for the assessment of any taxes with respect to the periods which have not been audited by the Canada Customs and Revenue Agency or any other federal or provincial taxing authority. There are no outstanding tax elections, or agreements or waivers extending the statutory period of limitation, applicable to any federal or province return for taxes of BYCOM for any period. 4.15 Personnel. Included in the corporate records described, in part, in 4.12, is a true and correct list of all directors, officers and employees of BYCOM. There are no bonuses, commissions or other compensation of any kind due to, or expected by, present or former employees, except regular compensation for the current payroll period; BYCOM is not aware that any officer or employee has any intention to terminate his or her employment with BYCOM; and BYCOM is not a party to or bound by any employment agreement, or collective bargaining or other labor agreement. 4.16 Compliance with Laws and Regulations. To the best of their knowledge, BYCOM and Shareholder have complied with, and are not in violation of any federal, state, local or province statute, law, rule or regulation with respect to the conduct of BYCOM's businesses, which violation might have a material adverse effect on the business, financial condition or earnings of BYCOM. 4.17 Finders. BYCOM and Shareholder, and each of them, are not obligated, absolutely or contingently, to any person for financial advice, a finder's fee, brokerage commission, or other similar payment in connection with the transactions contemplated by this Agreement. 4.18 Leases. Prior to the closing, BYCOM will furnish DCIV with true and complete list and description of all leases of real property and equipment by and between BYCOM and the lessees. Each of said leases are valid and enforceable in accordance with its terms. 4.19 Nature of Representation. BYCOM and Shareholder have taken reasonable care to ensure that all disclosures and facts are true and accurate and that there are no other material facts, the omission of which would make misleading any statement herein. Further, no representation, warranty or agreement made by BYCOM and Shareholder in this Agreement or any of the Schedules or any other Exhibits hereto and no statement made in the Schedules or any such Exhibit, list, certificate or schedule or other instrument or disclosure furnished by them in connection with the transactions herein contemplated contains, or will contain, any untrue statement of a material fact necessary to make any statement, representation, warranty or agreement not misleading. Article V ACCESS TO INFORMATION 5.1 Access to Information. BYCOM and Shareholder shall afford representatives of DCIV reasonable access to officers, personnel, and professional representatives of BYCOM and such of the financial, contractual and corporate records of BYCOM as shall be reasonably necessary for DCIV's investigations and appraisal of BYCOM. 5.2 Effect of Investigations. Any such investigation by DCIV of BYCOM shall not affect any of the representations and warranties hereunder and shall not be conducted in such manner as to interfere unreasonably with the operation of the business of BYCOM. Article VI CONDITIONS TO OBLIGATIONS OF DCIV The obligations of DCIV under this Agreement are, at the option of DCIV, subject to the satisfaction, at and prior to the Closing Date, of the following conditions: 6.1 Fulfillment of Covenants. All the terms, covenants and conditions of this Agreement to be complied with and performed by BYCOM at or before the Closing Date shall have been duly complied with and performed. 6.2 Accuracy of Representations and Warranties; Other, Documents. All of the representations and warranties made by all parties to this Agreement shall be true as of the Closing Date. 6.3 No Litigation. There shall be no action, proceeding, investigation or pending or actual litigation the purpose of which is to enjoin or may be to enjoin the transactions contemplated by this Agreement or which would have the effect, if successful, of imposing a material liability upon BYCOM, or any of the officers or directors thereof, because of this consummation of the transactions contemplated by this Agreement. Article VII CONDITIONS TO OBLIGATIONS OF SHAREHOLDER The obligations of Shareholder under this Agreement are, at the option of Shareholder, subject to the satisfaction, at and prior to the Closing Date, of the following conditions: 7.1 Fulfillment of Covenants. All the terms, covenants and conditions of this Agreement to be complied with and performed by BYCOM at or before the Closing Date shall have been duly complied with and performed. 7.2 Accuracy of Representations and Warranties; Other Documents. All of the representations and warranties made by all parties to this Agreement shall be true as of the Closing Date. 7.3 No Litigation. There shall be no action, proceeding, investigation or pending or actual litigation the purpose of which is to enjoin or may be to enjoin the transactions contemplated by this Agreement or which would have the effect, if successful, of imposing a material liability upon BYCOM, or any of the officers or directors thereof, because of the consummation of the transactions contemplated by this Agreement. Article VIII CLOSING 8.1 Closing Date. The consummation of the exchange shall take place on May 5, 2002, 1:45 p.m., at the offices of Ronald J. Stauber, 1880 Century Park East, Suite 300, Los Angeles, California 90067, or such other time or place as shall be mutually agreed upon by the parties to this Agreement. 8.2 Actions to be Taken by Parties on the Closing Date. On the Closing Date, each party shall deliver to the other all documents or agreements provided or herein to be delivered on the Closing Date. 8.3 Other. Between the date hereof and the Closing Date, DCIV will take no actions, other than those reasonably required to consummate a closing, without the prior written consent of BYCOM. Article IX INDEMNIFICATION AND ARBITRATION 9.1 Indemnification. Each of the parties agree to indemnify and hold harmless the other against any and all damages, claims, losses, expenses, obligations and liabilities (including reasonable attorney's fees) resulting from or related to any breach of, or failure by each of the parties to perform any of their representations, warranties, covenants, conditions or agreements in this Agreement or in any schedule, certificate, exhibit or other document furnished, or to be furnished under this Agreement. 9.2 Claims of Indemnification. Any claim for indemnification pursuant to this Agreement, unless otherwise received by means of direct negotiation among the parties upon reasonable oral notification by the party seeking indemnification to all other parties, shall be made by writing of the nature and amount of the claim to the other. Article X PAYMENT OF EXPENSES 10.1 Expenses Budget. Each party shall bear its own expenses relating to this transaction. Article XI SURVIVAL OF REPRESENTATIONS AND WARRANTIES 11.1 Survival. All statements contained in the Schedules, any Exhibit or other instrument delivered by or on behalf of the parties hereto or in connection with the transactions contemplated by this Agreement shall be deemed to be representations made by or on behalf of the parties to this Agreement, all representations, warranties and agreements made by the parties to this Agreement or pursuant hereto shall survive. Article XII General 12.1 Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 12.2 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 and extension of the time for performance of any other obligation or act. 12.3 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: BYCOM MEDIA INC. 35 Church Street, Suite 206 Toronto, Ontario, Canada M5E 1T3 To: Discovery Investments, Inc. 6767 West Tropicana Avenue Suite 207 Las Vegas, Nevada 89103 cc: Ronald J. Stauber, Esq. 1880 Century Park East Suite 300 Los Angeles, California 90067 Notice of change of address shall be given by written notice in the manner detailed in this subparagraph 12.3. 12.4 Successors and Assigns. This Agreement shall be 6 binding upon and shall inure to the benefit of the permitted successors and assigns of the parties hereto. 12.5 Professional Fees. In the event of the bringing of any action or suit by a party hereto against another party hereunder by reason of any breach of any of the covenants, agreements or provisions 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 attorney's fees, accounting fees, and other professional fees resulting therefrom. 12.6 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. 12.7 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. 12.8 Construction. Headings 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. 12.9 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. 12.10 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 Nevada. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in California. DATED: April 29, 2002 DISCOVERY INVESTMENTS, INC. By: /s/ Donald Bell ------------------------------------ Donald Bell DATED: April 29, 2002 BYCOM MEDIA INC. By: /s/ C. Philip Yeandle ------------------------------------ C. Philip Yeandle, President DATED: April 29, 2002 SHAREHOLDER C. Philip Yeandle ---------------------------------------- C. Philip Yeandle EX-99.B 4 v81469ex99-b.txt EXHIBIT (B) EXHIBIT 99.(b) Bycom Media Inc. Financial Statements January 31, 2002

Page ---- Auditor's Report to the Shareholder 2 Balance Sheet 3 Statement of Loss and Deficit 4 Statement of Changes in Cash Flows 5 Notes to Financial Statements 6

- ------------------------------------------------------------------------------ 2 Wm. Andrew Campbell C.A. Tel.: (416) 363-6273 600 -- 56 Temperance St., Fax: (416) 363-9982 Toronto, Ontario M5H 3V3 Auditor's Report to the Shareholders I have audited the balance sheets of Bycom Media Inc. as at January 31, 2002 and the statements of loss and deficit and changes in cash flows for the period from the date of incorporation, January 30, 2002 to January 31, 2002. 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 an audit in accordance with generally accepted auditing standards in Canada. Those standards require that I plan and perform an audit to obtain reasonable assurance whether the financial statements are free from 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. In my opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at January 31, 2002 and the results of its operations and the changes in its cash flows for the period from the date of incorporation January 30, 2002 to January 31, 2002, in accordance with generally accepted accounting principles in Canada. Chartered Accountant Toronto, Ontario February 17, 2002 Bycom Media Inc. - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------ 3 Balance Sheet As at January 31, 2002

2002 ----- Assets Current Cash $ 80 ----- $ 80 ===== Liabilities Current Accounts payable and accrued liabilities $ 750 ----- Total Liabilities 750 ----- Shareholders' Equity Share capital (note 2) 100 Deficit (Page 4) (770) ----- (670) $ 80 =====

Approved on behalf of the Directors: (Signed) Director - ------------------------------------------ (Signed) Director - ------------------------------------------ See accompanying notes to financial statements Refer to Auditor's Report appearing on Page 2 Bycom Media Inc. Statement of Loss and Deficit - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------ 4 For the Period from the date of Incorporation January 30, 2002 to January 31, 2002

2002 ----- Operating Expenses Legal and audit $ 750 Office, general and administration 20 ----- 770 ----- Net (Loss) for the Year (770) (Deficit), Beginning of Period -- ----- Deficit, End of Year $(770) =====

See accompanying notes to financial statements Refer to Auditor's Report appearing on Page 2 Bycom Media Inc. Statement of Changes in Cash Flows For the Period from the date of Incorporation January 30, 2002 to - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------ 5 January 31, 2002

2002 ----- Operating Activities Net Loss (Loss) for the Period $(770) Changes in non-cash operating working capital balances: Accounts payable and accrued liabilities 750 ----- (Used in) Operating Activities (20) ----- Financing Activities Issuance of common shares 100 ----- Provided by Investing Activities 100 ----- Increase in Cash 20 Cash, beginning of period -- ----- Cash, End of Year $ 20 =====

See accompanying notes to financial statements Refer to Auditor's Report appearing on Page 2 Bycom Media Inc. Notes to Financial Statements December 31, 2002 - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------ 6 1. Nature of Business and Going Concern Considerations Bycom Media Inc. (the "Company") was incorporated under the laws of the Province of Ontario on January 30, 2002. The Company is in the business of investing in significant equity interests in high-technology companies. 2. SHARE CAPITAL (i) Authorized: -An unlimited number of Class A 8%, retractable, voting Class A preference shares: or -An unlimited number of Class B, 6%, retractable, voting Class B preference shares: or -An unlimited number of Class C, 5%, retractable, voting Class C preference shares: and -An unlimited number of Common shares

Number $ ------ --- Issued Common Shares Issued for cash 100 100 --- --- Balance January 31, 2002 100 100 === ===

3. INCOME TAXES No recognition has been given in these financial statements to the potential income tax benefits resulting from exploration, development and administrative expenditures. Future income tax reductions with regards to these expenditures will be recorded at the time of realization. - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.A

                                                                  EXHIBIT 99.(a)



                      PLAN AND AGREEMENT OF REORGANIZATION

        THIS PLAN AND AGREEMENT OF REORGANIZATION (hereinafter referred to as
the "Agreement") is entered into as of this 29th day of April, 2002, by and
between BYCOM MEDIA INC. (hereinafter referred to as "BYCOM"), DISCOVERY
INVESTMENTS, INC. (hereinafter referred to as "DCIV") and C. PHILIP YEANDLE
(hereinafter referred to as "Shareholder").


                                   WITNESSETH

        WHEREAS, BYCOM MEDIA INC. is an Ontario, Canada corporation with
authorized capital stock of unlimited common shares, of which 100 shares were
issued and outstanding as of March 31, 2002 (hereinafter "BYCOM Shares") and a
second class designated is Class A, Class B and/or Class C preferred shares, of
which none have been issued;

        WHEREAS, DCIV is a Nevada corporation with authorized capital stock of
25,000,000 shares of $0.001 par value Common Stock, of which 2,199,881 shares
were issued and outstanding as of March 31, 2002.

        WHEREAS, DCIV desires to purchase from Shareholder all of the issued and
outstanding shares of BYCOM owned by Shareholder in exchange, solely for DCIV
shares of common stock ("Stock"); and

        WHEREAS, it is the intention of Shareholder to exchange the BYCOM Shares
held by it for Stock of DCIV, on the terms and conditions set forth herein; and

        WHEREAS, it is the intention of DCIV, BYCOM and Shareholder that the
transactions contemplated hereby constitute a tax-free "reorganization" as
defined in the Internal Revenue Code of 1986, as amended, and that all the terms
and provisions of this Agreement be interpreted, construed and enforced to
effectuate this intent.

        NOW THEREFORE in consideration of the foregoing and the mutual
covenants, promises, representations and warranties contained herein, the
parties hereto agree as follows:





                                    Article I

                                    EXCHANGE

        1.1 Exchange of Stock of BYCOM. At the Closing Date (as defined in
Article VIII hereof), in accordance with the provisions of this Agreement and
applicable law, Shareholder shall transfer and DCIV shall acquire all of the
BYCOM Shares owned by Shareholder.


                                   Article II

                                  CONSIDERATION

        2.1 Exchange. Shareholder and DCIV agree that all of the BYCOM Shares
owned by Shareholder shall be exchanged with DCIV for 4,800,000 shares of Common
Stock. Such Stock shall be issued in certificates of such denominations, amounts
and names as may be requested by Shareholder.

        2.2 Investment Intent. Shareholder represents and warrants that he is
acquiring said shares for investment purposes only and not with a view towards
resale or redistribution in violation of state and federal securities laws.
Shareholder agrees to deliver to DCIV at the closing, a letter setting forth an
agreement that said shares are being acquired for investment purposes only and
will not be sold except in compliance with the Securities Act of 1933, as
amended, and the Rules and Regulations promulgated thereunder.

        2.3 Delivery. At said closing, Shareholder shall deliver certificates
for the shares of BYCOM, duly endorsed in negotiable form, with signatures
guaranteed, free and clear from all claims and encumbrances.


                                   Article III

                     REPRESENTATIONS AND WARRANTIES OF DCIV

        DCIV represents and warrants to Shareholder as follows:

        3.1 Organization. DCIV is a corporation duly incorporated, validly
existing and, at the closing, in good




standing under the laws of the State of Nevada and has the corporate power and
authority to own or lease its properties and to carry on business as now being
conducted.

        3.2 Capitalization. As of the closing date, the authorized capital stock
of DCIV shall consist of 25,000,000 shares of $0.001 par value common stock, of
which 2,199,881 are currently issued and outstanding. All said shares are
validly issued, fully paid and non-assessable.

        3.3 Financial Statements. DCIV has furnished to Shareholder audited
financial statements as of December 31, 2001 and audited financial statement as
of January 31, 2002. said financial statements contain the Balance Sheet,
Statements of Income, Statements of Stockholders' Equity, Statement of Cash Flow
and Notes of DCIV. All of said financial statements, (i) are in accordance with
DCIV's books and records, (ii) present fairly and financial position of DCIV as
of such dates, and its results of operations and changes in financial position
for the respective periods indicated, (iii) have been prepared in conformity
with generally accepted accounting principles applied on a consistent basis, and
(iv) consistent with prior business practice, contain adequate reserves for all
known or contingent liabilities, losses and refunds with respect to services or
products already rendered or sold.

        3.4 Changes in Financial Condition. Except as it relates to the
transactions contemplated by this Agreement, from the date of the Financial
Statements to the Closing Date, there has been no material change in the
properties, assets, liabilities, financial condition, business, operations,
affairs or prospects of DCIV from that set forth or reflected in the Financial
Statements, other than changes in the ordinary course of business, none of which
have been, either in any case or in the aggregate, materially adverse.

        3.5 Authorization. DCIV has the power to enter into this Agreement, and
this Agreement, when duly executed and delivered, will constitute the valid and
binding obligation of DCIV. Other than approval by the Board of Directors and/or
shareholders of DCIV, no proceedings are necessary to authorize this Agreement
or the transactions completed hereby. This Agreement constitutes the legal,
valid and binding obligation of DCIV enforceable in accordance with its terms.





        3.6 Effect of Agreement. The execution and delivery by DCIV of this
Agreement and the consummation of the transactions herein contemplated, (i) will
not conflict with, or result in a breach of the terms of, or constitute any
default under or violation of, any law or regulation of any governmental
authority, or the Articles of Incorporation or By-Laws of DCIV, or any material
agreement or instrument to which DCIV is a party or by which it is bound or is
subject; (ii) nor will it give to others any interest or rights, including
rights of termination, acceleration or cancellation, in or with respect to any
of the properties, assets, agreements, leases, or business of DCIV.

        3.7 Minutes Book. The records of meetings and other corporate actions of
DCIV (including any committees of the Board) which are contained in the Minute
books of DCIV contain complete and accurate records of the matters reflected in
such minutes.

        3.8 Litigation; Claims. DCIV is not a party to, and there are not any
claims, actions, suits, investigations or proceedings pending or threatened
against DCIV or its business, at law or in equity, or before or by any
governmental department, commission, board, bureau, agency, or instrumentality,
domestic or foreign, which if determined adversely would have a material effect
on the business or financial condition of DCIV or the ability of DCIV to carry
on its business. The consummation of the transactions herein contemplated will
not conflict with or result in the breach or violation of any judgment, order,
writ, injunction or decree of any court or governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign.

        3.9 Taxes and Reports. At the Closing Date, DCIV (i) will have filed all
tax returns required to be filed by any jurisdiction, domestic or foreign, to
which it is or has been subject, (ii) has either paid in full all taxes due and
taxes claimed to be due by each jurisdiction, and any interest and penalties
with respect thereto, and (iii) has adequately reflected as liabilities on its
books, all taxes that have accrued for any period to and including the Closing
Date.

        3.10 Compliance with Laws and Regulations. To the best of DCIV's
knowledge DCIV has complied with, and are not in violation of any federal,
state, local or foreign





statute, law, rule or regulation with respect to the conduct of DCIV's
businesses.

        3.11 Finders. DCIV is not obligated, absolutely or contingently, to any
person for financial advice, a finder's fee, brokerage commission, or other
similar payment in connection with the transactions contemplated by this
Agreement.

        3.12 Nature of Representations. DCIV has taken reasonable care to ensure
that all disclosures and facts are true and accurate, and that there are no
other material facts, the omission of which would make misleading any statement
herein. Further, to the best of DCIV's knowledge, no representation, warranty or
agreement made by DCIV in this agreement or any of the Schedules or any other
Exhibits hereto and no statement made in the Schedules or any such Exhibit,
list, certificate or schedule or other instrument or disclosure furnished by
them in connection with the transactions herein contemplated contains, or will
contain, any untrue statement of a material fact necessary to make any
statement, representation, warranty or agreement not misleading.




                                   Article IV

             REPRESENTATIONS AND WARRANTIES OF BYCOM AND SHAREHOLDER

        BYCOM and Shareholder, and each of them, represent and warrant to DCIV
as follows:

        4.1 Organization. BYCOM is a corporation duly incorporated, validly
existing and, at the closing, in good standing under the laws of the Province of
Ontario, Canada, has the corporate power and authority to own or lease its
properties and to carry on business as now being conducted.

        4.2 Capitalization. The authorized capital stock of BYCOM consists of
one class of shares of stocks, the total number of shares which BYCOM is
authorized to issue is unlimited shares, of which 100 shares are presently
issued and outstanding as of March 31, 2002 and a second designated is Class A,
Class B and/or Class C preferred shares, of which none have been issued. All
said shares are validly issued, fully paid and non-assessable. There are no
outstanding options, warrants, rights, commitments or agreements of any kind
relating to the issuance of any shares of Common Stock or other equity or
convertible security of BYCOM to any person. None of the shares of Common Stock
of BYCOM is reserved for any purpose. BYCOM is not subject to any obligation
(contingent or otherwise), nor does it have any option to repurchase or
otherwise acquire or retire any shares of its Common Stock.

        4.3 Authority. BYCOM and Shareholder have the full power and authority
to enter into this Agreement and to carry out its obligations hereunder. Other
than approval by the Board of Directors and/or shareholders of Shareholder, no
proceedings on the part of Shareholder are necessary to authorize this Agreement
or the transactions completed hereby. This Agreement constitutes the legal,
valid and binding obligation of BYCOM and Shareholder enforceable in accordance
with its terms.

        4.4 Financial Statements. BYCOM has furnished to DCIV audited financial
statements as of January 31, 2002 (the "Financial Statements"). Said Financial
Statements contain the Balance Sheet, Statements of Income, Statements of
Stockholders' Equity, Statements of Cash Flow and Notes of BYCOM. All of said
Financial Statements, (i) are in accordance with BYCOM's books and records, (ii)
present





fairly and financial position of BYCOM as of such dates, and its results of
operations and changes in financial position for the respective periods
indicated, (iii) have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis, and (iv) consistent with
prior business practice, contain adequate reserves for all known or contingent
liabilities, losses and refunds with respect to services or products already
rendered or sold.

        4.5 Changes in Financial Condition. From the date of the Financial
Statements to the Closing Date, there has been no material change in the
properties, assets, liabilities, financial condition, business, operations,
affairs or prospects of BYCOM from that set forth or reflected in the Financial
Statements, other than changes in the ordinary course of business, none of which
have been, either in any case or in the aggregate, materially adverse. BYCOM is
not subject to any debt, liability or obligation (contingent or otherwise).

        4.6 Title to Assets. BYCOM has and on the Closing date will have good
record and marketable title to all its assets. Such assets are subject to no
mortgage, pledge, lien, conditional sales agreement, lease, encumbrance or
charge whatsoever.

        4.7 All Patent/License Rights. To the best of its knowledge, BYCOM owns
or possesses the requisite licenses or other rights to use all licenses,
patents, trademarks, service marks, service names and trade names presently
used. There is no claim or action by any person, or proceeding pending, or
threatened which challenges the exclusive rights of BYCOM with respect to said
rights used, or contemplated to be used, in BYCOM's business. Nothing herein
contained have or shall be deemed to constitute a representation or warranty
that such licenses, patents, trademarks, or trade names may not be utilized or
challenged in the future, and that they will be upheld if challenged.

        4.8 Contracts/Other Rights. Prior to the closing, BYCOM will furnish
DCIV with a true and complete list and description of all material contracts and
licenses entered into by BYCOM (the "Contracts"), including any contracts,
licenses by and between BYCOM and Shareholder, between them and with others.
Each of the agreements, contract, commitments, leases, plans and other
instruments, documents





and undertakings to be supplied is valid and enforceable in accordance with its
terms. BYCOM is not in default of the performance, observance or fulfillment of
any material obligations, covenant or condition contained therein; and no event
has occurred which with or without the giving of notice or lapse of time, or
both, would constitute a default thereunder; furthermore, except as may be
disclosed in writing at the time of delivery, no such agreement, contract,
commitment, lease, plan or other instrument, document or undertaking, in the
reasonable opinion of BYCOM, contains any contractual requirement with which
there is a likelihood BYCOM will be unable to comply.

        4.9 Competition. Except as set forth in the Contracts described in 4.8
above, neither BYCOM, nor any officer or director or Shareholder of BYCOM has
any material direct or indirect financial or economic interest in any related
industry entity or in any competition or customer of BYCOM.

        4.10 Effect of Agreement. The execution and delivery by BYCOM and
Shareholder of this Agreement and the consummation of the transactions herein
contemplated, (i) will not conflict with, or result in a breach of the terms of,
or constitute a default under or violation of, any law or regulation of any
governmental authority, or the Articles of Incorporation or By-Laws of BYCOM, or
any material agreement or instrument to which BYCOM or Shareholder is give to
rise to any interests or rights, including rights of termination, acceleration
or cancellation, in or with respect to any of the properties, assets,
agreements, leases, or business of BYCOM.

        4.11 Personal Property. All of the property, assets and equipment owned
by or used by BYCOM is in good repair, well maintained, and in good and
satisfactory operating condition consistent with their age, free from any known
defects, except such minor defects as to not substantially interfere with the
continued use thereof in the conduct of normal operations and such property,
assets, and equipment which is owned by BYCOM is valued on the Financial
Statements at original purchase price less reasonable depreciation consistently
applied in accordance with generally accepted accounting principles.

        4.12 Minutes Book. The records of meetings and other






corporate actions of Shareholder and the Board of Directors (including any
committees of the Board) of Shareholder and BYCOM which are contained in the
Minute books of Shareholder and BYCOM contain complete and accurate records of
the matters reflected in such minutes.

        4.13 Litigation; Claims. Neither Shareholder nor BYCOM is a party to,
and there are not any claims, actions, suits, investigations or proceedings
pending or threatened against BYCOM or its business, at law or in equity, or
before or by any governmental department, commission, board, bureau, agency, or
instrumentality, domestic or foreign, which if determined adversely would have a
material effect on the business or financial condition of BYCOM or the ability
of BYCOM to carry on its business. The consummation of the transactions herein
contemplated will not conflict with or result in the breach or violation of any
judgment, order, writ, injunction or decree of any court or governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign.

        4.14 Taxes and Reports. At the Closing Date, BYCOM (i) will have filed
all tax returns required to be filed by any jurisdiction, federal and
provincial, to which it is or has been subject, (ii) has either paid in full all
taxes due and taxes claimed to be due by each jurisdiction, and any interest and
penalties with respect thereto, and (iii) has adequately reflected as
liabilities on its books, all taxes that have accrued for any period to and
including the Closing Date. No state of facts exists or has existed which would
constitute grounds for the assessment of any taxes with respect to the periods
which have not been audited by the Canada Customs and Revenue Agency or any
other federal or provincial taxing authority. There are no outstanding tax
elections, or agreements or waivers extending the statutory period of
limitation, applicable to any federal or province return for taxes of BYCOM for
any period.

        4.15 Personnel. Included in the corporate records described, in part, in
4.12, is a true and correct list of all directors, officers and employees of
BYCOM. There are no bonuses, commissions or other compensation of any kind due
to, or expected by, present or former employees, except regular compensation for
the current payroll period; BYCOM is not aware that any officer or employee has
any intention to terminate his or her employment with BYCOM; and BYCOM is not a
party to or bound by any employment agreement, or






collective bargaining or other labor agreement.

        4.16 Compliance with Laws and Regulations. To the best of their
knowledge, BYCOM and Shareholder have complied with, and are not in violation of
any federal, state, local or province statute, law, rule or regulation with
respect to the conduct of BYCOM's businesses, which violation might have a
material adverse effect on the business, financial condition or earnings of
BYCOM.

        4.17 Finders. BYCOM and Shareholder, and each of them, are not
obligated, absolutely or contingently, to any person for financial advice, a
finder's fee, brokerage commission, or other similar payment in connection with
the transactions contemplated by this Agreement.

        4.18 Leases. Prior to the closing, BYCOM will furnish DCIV with true and
complete list and description of all leases of real property and equipment by
and between BYCOM and the lessees. Each of said leases are valid and enforceable
in accordance with its terms.

        4.19 Nature of Representation. BYCOM and Shareholder have taken
reasonable care to ensure that all disclosures and facts are true and accurate
and that there are no other material facts, the omission of which would make
misleading any statement herein. Further, no representation, warranty or
agreement made by BYCOM and Shareholder in this Agreement or any of the
Schedules or any other Exhibits hereto and no statement made in the Schedules or
any such Exhibit, list, certificate or schedule or other instrument or
disclosure furnished by them in connection with the transactions herein
contemplated contains, or will contain, any untrue statement of a material fact
necessary to make any statement, representation, warranty or agreement not
misleading.


                                    Article V

                              ACCESS TO INFORMATION

        5.1 Access to Information. BYCOM and Shareholder shall afford
representatives of DCIV reasonable access to officers, personnel, and
professional representatives of BYCOM and such of the financial, contractual and
corporate records of BYCOM as shall be reasonably necessary for DCIV's






investigations and appraisal of BYCOM.

        5.2 Effect of Investigations. Any such investigation by DCIV of BYCOM
shall not affect any of the representations and warranties hereunder and shall
not be conducted in such manner as to interfere unreasonably with the operation
of the business of BYCOM.


                                   Article VI

                        CONDITIONS TO OBLIGATIONS OF DCIV

        The obligations of DCIV under this Agreement are, at the option of DCIV,
subject to the satisfaction, at and prior to the Closing Date, of the following
conditions:

        6.1 Fulfillment of Covenants. All the terms, covenants and conditions of
this Agreement to be complied with and performed by BYCOM at or before the
Closing Date shall have been duly complied with and performed.

        6.2 Accuracy of Representations and Warranties; Other, Documents. All of
the representations and warranties made by all parties to this Agreement shall
be true as of the Closing Date.

        6.3 No Litigation. There shall be no action, proceeding, investigation
or pending or actual litigation the purpose of which is to enjoin or may be to
enjoin the transactions contemplated by this Agreement or which would have the
effect, if successful, of imposing a material liability upon BYCOM, or any of
the officers or directors thereof, because of this consummation of the
transactions contemplated by this Agreement.


                                   Article VII

                    CONDITIONS TO OBLIGATIONS OF SHAREHOLDER

        The obligations of Shareholder under this Agreement are, at the option
of Shareholder, subject to the satisfaction, at and prior to the Closing Date,
of the following conditions:





        7.1 Fulfillment of Covenants. All the terms, covenants and conditions of
this Agreement to be complied with and performed by BYCOM at or before the
Closing Date shall have been duly complied with and performed.

        7.2 Accuracy of Representations and Warranties; Other Documents. All of
the representations and warranties made by all parties to this Agreement shall
be true as of the Closing Date.

        7.3 No Litigation. There shall be no action, proceeding, investigation
or pending or actual litigation the purpose of which is to enjoin or may be to
enjoin the transactions contemplated by this Agreement or which would have the
effect, if successful, of imposing a material liability upon BYCOM, or any of
the officers or directors thereof, because of the consummation of the
transactions contemplated by this Agreement.


                                  Article VIII

                                     CLOSING

        8.1 Closing Date. The consummation of the exchange shall take place on
May 5, 2002, 1:45 p.m., at the offices of Ronald J. Stauber, 1880 Century Park
East, Suite 300, Los Angeles, California 90067, or such other time or place as
shall be mutually agreed upon by the parties to this Agreement.

        8.2 Actions to be Taken by Parties on the Closing Date. On the Closing
Date, each party shall deliver to the other all documents or agreements provided
or herein to be delivered on the Closing Date.

        8.3 Other. Between the date hereof and the Closing Date, DCIV will take
no actions, other than those reasonably required to consummate a closing,
without the prior written consent of BYCOM.


                                   Article IX

                         INDEMNIFICATION AND ARBITRATION






        9.1 Indemnification. Each of the parties agree to indemnify and hold
harmless the other against any and all damages, claims, losses, expenses,
obligations and liabilities (including reasonable attorney's fees) resulting
from or related to any breach of, or failure by each of the parties to perform
any of their representations, warranties, covenants, conditions or agreements in
this Agreement or in any schedule, certificate, exhibit or other document
furnished, or to be furnished under this Agreement.

        9.2 Claims of Indemnification. Any claim for indemnification pursuant to
this Agreement, unless otherwise received by means of direct negotiation among
the parties upon reasonable oral notification by the party seeking
indemnification to all other parties, shall be made by writing of the nature and
amount of the claim to the other.


                                    Article X

                               PAYMENT OF EXPENSES

        10.1 Expenses Budget. Each party shall bear its own expenses relating to
this transaction.


                                   Article XI

                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

        11.1 Survival. All statements contained in the Schedules, any Exhibit or
other instrument delivered by or on behalf of the parties hereto or in
connection with the transactions contemplated by this Agreement shall be deemed
to be representations made by or on behalf of the parties to this Agreement, all
representations, warranties and agreements made by the parties to this Agreement
or pursuant hereto shall survive.




                                   Article XII

                                     General

        12.1 Partial Invalidity. If any term or provision of this Agreement or
the application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement or the application of
such term or provision to persons or circumstances other than those to which it
is held invalid or unenforceable, shall not be affected thereby, and each such
term and provision of this Agreement shall be valid and be enforced to the
fullest extent permitted by law.

        12.2 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 and extension of
the time for performance of any other obligation or act.

        12.3 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:        BYCOM MEDIA INC.
                             35 Church Street, Suite 206
                             Toronto, Ontario, Canada
                             M5E 1T3

                  To:        Discovery Investments, Inc.
                             6767 West Tropicana Avenue
                             Suite 207
                             Las Vegas, Nevada 89103

                  cc:        Ronald J. Stauber, Esq.
                             1880 Century Park East
                             Suite 300
                             Los Angeles, California 90067

        Notice of change of address shall be given by written notice in the
manner detailed in this subparagraph 12.3.

        12.4 Successors and Assigns. This Agreement shall be




                                       6


binding upon and shall inure to the benefit of the permitted successors and
assigns of the parties hereto.

        12.5 Professional Fees. In the event of the bringing of any action or
suit by a party hereto against another party hereunder by reason of any breach
of any of the covenants, agreements or provisions 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 attorney's fees, accounting fees, and
other professional fees resulting therefrom.

        12.6 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.

        12.7 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.

        12.8 Construction. Headings 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.






        12.9 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.




        12.10 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 Nevada.

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
California.



DATED: April 29, 2002                   DISCOVERY INVESTMENTS, INC.



                                        By: /s/ Donald Bell
                                            ------------------------------------
                                            Donald Bell


DATED: April 29, 2002                   BYCOM MEDIA INC.



                                        By: /s/ C. Philip Yeandle
                                            ------------------------------------
                                            C. Philip Yeandle, President


DATED: April 29, 2002                   SHAREHOLDER



                                        C. Philip Yeandle
                                        ----------------------------------------
                                        C. Philip Yeandle

EX-99.B

                                                                  EXHIBIT 99.(b)


















                                Bycom Media Inc.

                              Financial Statements

                                January 31, 2002




                                                                  Page
                                                                  ----
                                                               
Auditor's Report to the Shareholder                                  2
Balance Sheet                                                        3
Statement of Loss and Deficit                                        4
Statement of Changes in Cash Flows                                   5
Notes to Financial Statements                                        6






- ------------------------------------------------------------------------------ 2



Wm. Andrew Campbell C.A.                                    Tel.: (416) 363-6273
600 -- 56 Temperance St.,                                    Fax: (416) 363-9982
Toronto, Ontario
M5H 3V3



                      Auditor's Report to the Shareholders

I have audited the balance sheets of Bycom Media Inc. as at January 31, 2002 and
the statements of loss and deficit and changes in cash flows for the period from
the date of incorporation, January 30, 2002 to January 31, 2002. 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 an audit in accordance with generally accepted auditing standards in
Canada. Those standards require that I plan and perform an audit to obtain
reasonable assurance whether the financial statements are free from 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.

In my opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at January 31, 2002 and the
results of its operations and the changes in its cash flows for the period from
the date of incorporation January 30, 2002 to January 31, 2002, in accordance
with generally accepted accounting principles in Canada.


Chartered Accountant
Toronto, Ontario
February 17, 2002


                                Bycom Media Inc.

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



- ------------------------------------------------------------------------------ 3



                                  Balance Sheet
                             As at January 31, 2002





                                                                           2002
                                                                          -----
                                                                       
                                     Assets

Current

Cash                                                                      $  80
                                                                          -----
                                                                          $  80
                                                                          =====

                                  Liabilities

Current

Accounts payable and accrued liabilities                                  $ 750
                                                                          -----
    Total Liabilities                                                       750
                                                                          -----

                              Shareholders' Equity

Share capital (note 2)                                                      100
Deficit  (Page 4)                                                          (770)
                                                                          -----
                                                                           (670)
                                                                          $  80
                                                                          =====



Approved on behalf of the Directors:



  (Signed)                        Director
- ------------------------------------------


  (Signed)                        Director
- ------------------------------------------



See accompanying notes to financial statements
Refer to Auditor's Report appearing on Page 2


                                Bycom Media Inc.
                          Statement of Loss and Deficit

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


- ------------------------------------------------------------------------------ 4



        For the Period from the date of Incorporation January 30, 2002 to
                                January 31, 2002





                                                                           2002
                                                                          -----
                                                                       
Operating Expenses

Legal and audit                                                           $ 750
Office, general and administration                                           20
                                                                          -----
                                                                            770
                                                                          -----

Net  (Loss) for the Year                                                   (770)
(Deficit), Beginning of Period                                               --
                                                                          -----
Deficit, End of Year                                                      $(770)
                                                                          =====




See accompanying notes to financial statements
Refer to Auditor's Report appearing on Page 2


                                Bycom Media Inc.
                       Statement of Changes in Cash Flows
        For the Period from the date of Incorporation January 30, 2002 to

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                                January 31, 2002





                                                                           2002
                                                                          -----
                                                                       
Operating Activities

Net Loss (Loss) for the Period                                            $(770)
Changes in non-cash operating working capital balances:
Accounts payable and accrued liabilities                                    750
                                                                          -----
(Used in) Operating Activities                                              (20)
                                                                          -----

Financing Activities

Issuance of common shares                                                   100
                                                                          -----
Provided by Investing Activities                                            100
                                                                          -----

Increase in Cash                                                             20
Cash, beginning of period                                                    --
                                                                          -----
Cash, End of Year                                                         $  20
                                                                          =====




See accompanying notes to financial statements
Refer to Auditor's Report appearing on Page 2


                                Bycom Media Inc.
                          Notes to Financial Statements
                                December 31, 2002

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1.  Nature of Business and Going Concern Considerations

Bycom Media Inc. (the "Company") was incorporated under the laws of the Province
of Ontario on January 30, 2002.

 The Company is in the business of investing in significant equity interests in
high-technology companies.

2.  SHARE CAPITAL

    (i) Authorized:

    -An unlimited number of Class A 8%, retractable, voting Class A preference
     shares: or

    -An unlimited number of Class B, 6%, retractable, voting Class B preference
     shares: or

    -An unlimited number of Class C, 5%, retractable, voting Class C
     preference shares: and

    -An unlimited number of Common shares



                                                      Number              $
                                                      ------             ---
                                                                   
    Issued Common Shares
    Issued for cash                                      100             100
                                                         ---             ---
    Balance January 31, 2002                             100             100
                                                         ===             ===



3.  INCOME TAXES

    No recognition has been given in these financial statements to the potential
    income tax benefits resulting from exploration, development and
    administrative expenditures. Future income tax reductions with regards to
    these expenditures will be recorded at the time of realization.


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