UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002.

OR

[   ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION FROM ___________ TO ___________ .

COMMISSION FILE NUMBER 000-26175

DISCOVERY INVESTMENTS, INC.

(Exact name of registrant as specified in its charter)

Nevada	88-0409151
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer 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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]  No [   ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

     At March 31, 2002, there were outstanding 2,199,881 shares of the Registrant’s Common Stock, $.001 par value.

Transitional Small Business Disclosure Format: Yes [   ] No [X]

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TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
	Item I. Financial Statements
	Independent Accountant’s Report
		BALANCE SHEETS
		STATEMENTS OF INCOME
		STATEMENTS OF STOCKHOLDERS’ EQUITY
		STATEMENTS OF CASH FLOWS
		NOTES TO FINANCIAL STATEMENTS
	Item II Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item III Qualitative and Quantitative Disclosures About Market Risk.
PART II OTHER INFORMATION
	Item 1 — Legal Proceedings
	Item 2 — Changes in the Rights of the Company’s Security Holders
	Item 3 — Defaults by the Company on its Senior Securities
	Item 4 — Submission of Matter to Vote of Security Holders
	Item 5 — Other Information
	Item 6 — Exhibits and Reports on Form 8-K
SIGNATURE
EX-23.1

PART I

FINANCIAL INFORMATION

Item I. Financial Statements

CONTENTS

INDEPENDENT ACCOUNTANT’S REPORT ON THE FINANCIAL STATEMENTS		3
FINANCIAL STATEMENTS
	Balance Sheets	4
	Statements of Income	5
	Statements of Stockholders’ Equity	6
	Statements of Cash Flows	7-8
	Notes to Financial Statements	9-14

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Independent Accountant’s Report

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

I have reviewed the accompanying balance sheet of Discovery Investments, Inc. (a Development Stage Company) as of March 31, 2002 and the related statements of operations, stockholders’ equity, and cash flows for the three-month period then ended. These financial statements are the responsibility of the Company’s management.

I conducted my review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, I do not express such an opinion.

Based on my review, I am not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with generally accepted accounting principles.

Kyle L. Tingle
Certified Public Accountant

May 22, 2002
Henderson, Nevada

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DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
BALANCE SHEETS
See Accountant’s Report
(Restated)

					March 31,			December 31,			December 31,
					2002			2001			2000
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					2,624			2,136			0
	Interest payable					0			0			0
	Officers’ advances					51,000			50,000			0
			Total current liabilities		$	53,624		$	52,136		$	0
LONG TERM DEBT					$	0		$	0		$	0
Liabilities Subject to Compromise					$	0		$	0		$	1,896,293
			Total liabilities		$	53,624		$	52,136		$	1,896,293
STOCKHOLDERS’ EQUITY
	Common stock: $0.001 par value; authorized 25,000,000 shares; issued and outstanding:
		2,100,000 shares at December 31, 2000;										2,100
		2,199,881 shares at December 31, 2001							2,200
		2,199,881 shares at March 31, 2002				2,200
	Additional Paid In Capital					0			0			0
	Accumulated deficit during development stage					(55,824	)		(54,336	)		(1,898,393	)
			Total stockholders’ equity		$	(53,624	)	$	(52,136	)	$	(1,898,393	)
				Total liabilities and stockholders’ equity	$	0		$	0		$	0

See Accompanying Notes to Financial Statements.

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DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
STATEMENTS OF INCOME
See Accountant’s Report
(Restated)

			Three Months Ended						Years Ended						Sept 10, 1996
															(inception) to
			March 31,			March 31,			December 31,			December 31,			March 31,
			2002			2001			2001			2000			2002
Revenues			$	0		$	0		$	0		$	0		$	0
Cost of revenue				0			0			0			0			0
		Gross profit	$	0		$	0		$	0		$	0		$	0
General, selling and administrative expenses				1,488			1,075			11,579			194,639			1,725,460
		Operating (loss)	$	(1,488	)	$	(1,075	)	$	(11,579	)	$	(194,639	)	$	(1,725,460	)
Nonoperating income (expense) Interest expense				0			(40,500	)		(98,753	)		(161,000	)		(284,753	)
(Loss) before reorganization items and extraordinary item			$	(1,488	)	$	(41,575)		$	(110,332	)	$	(355,639	)	$	(2,010,213	)
Reorganization items (Note 2)				0			0			(30,858	)		0			(30,858	)
	(Loss) before extraordinary item		$	(1,488	)	$	(41,575	)	$	(141,190	)	$	(355,639	)	$	(2,041,071	)
Extraordinary gain on prepetition debt discharge (Note 2)			$	0		$	0		$	1,985,347		$	0		$	1,985,347
		Net income (loss)	$	(1,488	)	$	(41,575	)	$	1,844,157		$	(355,639	)	$	(55,724	)
		Net income (loss) per share, basic and diluted (Note 2)	$	(0.00	)	$	(0.02	)	$	0.87		$	(0.17	)	$	(0.03	)
		Average number of shares of common stock outstanding		2,199,881			2,100,000			2,108,757			2,100,000			2,106,023

See Accompanying Notes to Financial Statements.

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

							Accumulated
							(Deficit)
	Common Stock				Additional		During
					Paid-In		Development
	Shares		Amount		Capital		Stage
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	)
Net (loss), March 31, 2002								(1,488	)
Balance, March 31, 2002		2,199,881	$	2,200	$	0	$	(55,824	)

See Accompanying Notes to Financial Statements.

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DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
See Accountant’s Report
(Restated)

			Three Months Ended						Years Ended						Sept. 10, 1996
															(inception) to
			March 31,			March 31,			December 31,			December 31,			March 31,
			2002			2001			2001			2000			2002
Cash Flows From Operating Activities
	Net income (loss)		$	(1,488	)	$	(41,575	)	$	1,844,157		$	(355,639	)	$	(55,724	)
	Adjustments to reconcile net income (loss) to cash provided by (used in operating activities:
	Extraordinary gain on prepetition debt discharge			0			0			(1,985,347	)		0			(1,985,347	)
	Reorganization items
		Professional fees		0			0			30,858			0			30,858
	Changes in assets and liabilities
	Increase in accounts payable and accrued expenses (pre-petition)			0			40,500			107,121			254,792			386,913
	Increase in accounts payable and accrued expenses (post-petition)			488			0			2,136			0			2,624
	Increase in officer advances (pre-petition)			0			1,075			1,075			847			17,576
	Increase in officer advances (post-petition)			1,000			0			50,000			0			51,000
		Net cash provided by (used in) operating activities before reorganization activities	$	0		$	0		$	50,000		$	(100,000	)	$	(1,552,100	)
(Decrease) to Cash Resulting from Reorganization Items:
	Pre-petition claims paid pursuant to plan		$	0		$	0		$	(19,142	)	$	0		$	(19,142	)
	Professional fees paid			0			0			(30,858	)		0			(30,858	)
		Net cash (used in) reorganization activities	$	0		$	0		$	(50,000	)	$	0		$	(50,000	)
		Net cash (used in) operating activities	$	0		$	0		$	0		$	(100,000	)	$	(1,602,100	)
Cash Flows From Investing Activities			$	0		$	0		$	0		$	0		$	0
Cash Flows From Financing Activities
		Issuance of common stock	$	0		$	0		$	0		$	0		$	2,100
		Proceeds from notes payable		0			0			0			100,000			1,600,000
		Net cash provided by financing activities	$	0		$	0		$	0		$	100,000		$	1,602,100
		Net increase (decrease) in cash and cash equivalents	$	0		$	0		$	0		$	0		$	0

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DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
See Accountant’s Report
(Restated)

		Three Months Ended				Years Ended				Sept. 10, 1996
										(inception) to
		March 31,		March 31,		December 31,		December 31,		March 31,
		2002		2001		2001		2000		2002
Cash and cash equivalents, beginning of period			0		0		0		0		0
Cash and cash equivalents, end of period		$	0	$	0	$	0	$	0	$	0
Supplemental Schedule of Non-Cash Investing and Financing Activities
	Discharge of short term notes payable	$	0	$	0	$	100,000	$	0	$	100,000
	Discharge of long term notes payable		0		0		1,500,000		0		1,500,000

See Accompanying Notes to Financial Statements.

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DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2002 and December 31, 2001 and 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 March 31, 2002 and December 31, 2001 and 2000.

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

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DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2002 and December 31, 2001 and 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

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DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2002 and December 31, 2001 and 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

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DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2002 and December 31, 2001 and 2000

Note 3. Reorganization Items

Reorganization Items consisted of the following for the month ended March 31, 2002 and years ended December 31, 2001 and 2000:

	March 31,		December 31,		December 31,
	2002		2001		2000
Professional Fees	$	0	$	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.

As part of the reorganization explained in Note 2, the Company issued 99,881shares of stock to the Class One impaired creditors on November 29, 2001

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 for the three months ended March 31, 2001 and 2000 was 2,199,881, and 2,100,000, respectively, for the years ended December 31, 2001 and 2000, 2,108,757 and 2,100,000, respectively, and 2,106,023 since inception. As of March 31, 2002 and December 31, 2001 and 2000 and since inception, the Company had no dilutive potential common shares.

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DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2002 and December 31, 2001 and 2000

Note 5. Income Taxes

There is no provision for income taxes for the period ended March 31, 2002, 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 March 31, 2002 is as follows:

Net operating loss carry forward	$	3,634
Valuation allowance	$	(3,634	)
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.

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DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2002 and December 31, 2001 and 2000

Note 9. Subsequent Events

Acquisition of Bycom Media, Inc.

On April 29, 2002, the Company entered into a Plan and Agreement of Reorganization (“the Plan”) with Bycom Media, Inc., an Ontario, Canada corporation (“Bycom”). Pursuant to the Plan, the Company acquired all the outstanding shares of Bycom for 4,800,000 shares of Company stock. Bycom became a wholly owned subsidiary of the Company. The closing of the purchase of Bycom occurred on May 5, 2002.

Bycom is engaged in multimedia applications for internet-based businesses. Utilizing business search tools and databases, Bycom will be able to locate and access global business information. Bycom intends to use its technology in order to enter into various business combinations with entities that offer products or services that are susceptible to internet marketing. As an alternative, Bycom 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 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.

Stock Dividend

On April 25, 2002, the sole director of the Company adopted a resolution that resulted in a stock dividend. For stockholders of record on May 5, 2002, the Company will issue 2.5 shares for each shares owned. In lieu of issuing a fractional share certificate, the Company shall round up to a full share. This resulted in approximately 24,499,600 shares outstanding as of May 6, 2002.

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Item II  Management’s Discussion and Analysis of Financial Condition and Results of Operations

     As of March 31, 2002, the Company had no current business activities and had no assets or operations. 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. The closing occurred on May 5, 2002. See Note 9. Subsequent Events. Notes to Financial Statements contained in Item 1 above.

     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.

     The Company is dependent upon its sole officer to meet any de minimis costs which it may incur. Donald Bell, an officer and director of the Company, has agreed to provide the necessary funds, without interest, for the Company to comply with the Securities Exchange Act of 1934, as amended; provided that he is an officer and director of the Company when the obligation is incurred.

     Since the Company had no operating history nor any revenues or earnings from operations as of March 31, 2002 and

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currently has limited assets or financial resources, the Company will in all likelihood continue to sustain operating expenses without corresponding revenues. This may result in the Company incurring a net operating loss which will increase continuously until the Company can implement its business plan.

     This discussion may contain certain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those forward-looking statements. The factors that may cause actual results to differ materially is that the Company has no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public company and that there can be no assurance that the Company will be successful in identifying and evaluating suitable business opportunities or completing a business combination.

Item III  Qualitative and Quantitative Disclosures About Market Risk.

     The Company has neither considered or conducted any research concerning qualitative and quantitative market risk.

PART II

OTHER INFORMATION

Item 1 — Legal Proceedings

     None

Item 2 — Changes in the Rights of the Company’s Security Holders

     None

Item 3 — Defaults by the Company on its Senior Securities

     None

Item 4 — Submission of Matter to Vote of Security Holders

     None

Item 5 — Other Information

     (a)  Board Meeting

     The board held one meeting during the current quarter, which was a special meeting by written consent.

     (b)  Committees

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     The board of directors has not established any audit committee. In addition, the Company does not have any other compensation or executive or similar committees. The Company recognizes that an audit committee, when established, will play a critical role in the financial reporting system of the Company by overseeing and monitoring management’s and the independent auditors’ participation in the financial reporting process. At such time as the Company establishes an audit committee, its additional disclosures with the Company’s auditors and management may promote investor confidence in the integrity of the financial reporting process.

     Until such time as an audit committee has been established, the full board of directors will undertake those tasks normally associated with an audit committee to include, but not by way of limitation, the (i) review and discussion of the audited financial statements with management, (ii) discussions with the independent auditors the matters required to be discussed by the Statement On Auditing Standards No. 61, as may be modified or supplemented, and (iii) receive from the auditors disclosures regarding the auditors’ Independents Standards Board Standard No. 1, as may be modified or supplemented.

Item 6 — Exhibits and Reports on Form 8-K

     There were no reports on Form 8-K filed during the quarter for which this report is filed. The following exhibit is filed with this report:

23.1 Consent of Kyle L. Tingle, CPA.

SIGNATURE

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

Dated: May 29, 2002	DISCOVERY INVESTMENTS, INC.
	By:	/s/ Donald Bell
		Donald Bell President

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