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


                                   FORM 10-QSB


(Mark One)

|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934


               For the quarterly period ended September 30, 2003
                                              __________________


        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


    For the transition period from ___________________ to ___________________


                        Commission file number 000-26175


                           DISCOVERY INVESTMENTS INC.
        _________________________________________________________________
        (Exact name of small business issuer as specified in its charter)


            NEVADA                                               88-0409151
_______________________________                              ___________________
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


             6767 W. TROPICANA AVE., SUITE 207, LAS VEGAS, NV 89103
             ______________________________________________________
                    (Address of principal executive offices)


                                 (702) 248-1047
                           ___________________________
                           (Issuer's telephone number)


(Former  name,  former  address and former  fiscal year,  if changed  since last
report)


Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes [X] No


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 24,499,583 common shares

Transitional Small Business Disclosure Format (Check one): Yes     No [X]


<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.


                           DISCOVERY INVESTMENTS, INC.

                          (A Development Stage Company)

                         CONSOLIDATED FINANCIAL REPORTS

                         SEPTEMBER 30, 2003 (UNAUDITED)

                                DECEMBER 31, 2002



                           DISCOVERY INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                    CONTENTS

FINANCIAL STATEMENTS

Balance Sheets                                                            2

Statements of Income                                                      3

Statements of Stockholders' Equity                                        4

Statements of Cash Flows                                                5-6

Notes to Financial Statements                                          7-15


<PAGE>

<TABLE>
<CAPTION>


                           DISCOVERY INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                               SEPTEMBER 30, 2003

                                                  September 30,     September 30,      December        December
                                                      2003              2002           31, 2002        31, 2001
                                                  _____________     _____________      ________        ________
<S>                                                <C>               <C>              <C>              <C>

                                     ASSETS
CURRENT ASSETS
Cash                                               $        0        $   25,106       $         0      $      0
Receivables                                        $        0        $   24,260       $         0      $      0
Prepaid Expenses                                   $        0        $    4,596       $         0      $      0
Assets of discontinued operations                  $        0        $        0       $   467,621      $      0
                                                   __________        __________       ___________      ________
TOTAL CURRENT ASSETS                               $        0        $   53,962       $   467,621      $      0

FIXED ASSETS                                                         $  111,595
Goodwill                                           $        0        $1,624,359       $         0      $      0
Deposits                                           $        0        $    7,172       $         0      $      0
                                                   __________        __________       ___________      ________
TOTAL ASSETS                                       $        0        $1,797,088       $   467,621      $      0


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Bank overdraft                                     $        0        $   35,918       $        62      $      0
Accounts payable and accrued liabilities           $   39,847        $  657,443       $     4,847      $  2,136
Officers' advances                                 $   93,693        $   96,738       $    63,693      $ 50,000
Liabilities of discontinued operations             $        0        $        0       $ 2,319,298      $      0
                                                   __________        __________       ___________      ________
Total current liabilities                          $  133,540        $  790,099       $ 2,387,900      $ 52,136

LONG TERM DEBT                                     $        0        $1,142,896       $         0      $      0

TOTAL LIABILITIES                                  $  133,540        $1,932,995       $ 2,387,900      $ 52,136

STOCKHOLDERS' EQUITY                                                                                   $  2,200
24,499,583 shares at September 30, 2003            $   24,500        $   38,500       $    38,500      $  2,200
Retained Earnings                                  $ (158,040)       $ (174,407)      $(1,958,779)     $(54,136)
                                                   __________        __________       ___________      ________
TOTAL STOCKHOLDERS' EQUITY                         $ (133,540)       $ (135,907)      $(1,920,279)     $(52,136)
Total liabilities and stockholders' equity         $        0        $1,797,088       $   467,621      $      0

See Accompanying Notes to Consolidated Financial Statements.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                           DISCOVERY INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED STATEMENTS OF INCOME
                               SEPTEMBER 30, 2003


                                    Nine Months Ended                   Years Ended               Sept. 10, 1996
                               ___________________________     ______________________________     (Inception) to
                                Sept. 30,       Sept. 30,      December  31,     December 31,       Sept. 30,
                                     2003            2002               2002             2001          2003
                               ___________     ___________     _____________     ____________     ______________
<S>                            <C>             <C>              <C>               <C>              <C>

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        $    65,000     $    87,568      $    21,266       $   11,579         1,810,238
                               ___________     ___________      ___________       __________       ___________
Net operating income (loss)
                               $   (65,000)    $   (87,568)     $   (21,266)      $  (11,579)      $(1,810,238)

Non operating income
(expense)                      $         0     $         0      $         0       $  (98,753)      $  (284,753)
                               ___________     ___________      ___________       __________       ___________
Net (Loss) before
extraordinary item             $   (65,000)    $   (87,568)     $   (21,266)      $ (110,332)      $(2,094,991)

Reorganization items           $         0     $         0      $         0       $  (30,858)      $   (30,858)
                               ___________     ___________      ___________       __________       ___________
Net (Loss) from continuing
operations                     $   (65,000)    $   (87,568)     $   (21,266)      $ (141,190)      $(2,125,849)

Extraordinary gain on
prepetition debt
discharge                      $         0     $         0      $         0       $1,985,317       $ 1,985,317
                               ___________     ___________      ___________       __________       ___________
                               $   (65,000)    $   (87,568)     $   (21,266)      $1,844,157       $  (140,532)

Gain (Loss) from
discontinued operations        $ 2,539,282     $         0      $(1,865,677)      $        0       $(1,865,677)
                               ___________     ___________      ___________       __________       ___________
Net income (loss)              $ 2,474,282     $   (87,568)     $(1,886,943)      $1,844,157       $(2,006,209)

Net income (loss) per share
basic and diluted (Note 2)     $      0.10     $    (0.003)     $     (0.08)      $     0.25       $   (0.2266)

Average number of
shares of common
stock outstanding               24,499,583      29,521,323       23,540,679        7,380,733         8,854,401

See Accompanying Notes to Consolidated Financial Statements.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                           DISCOVERY INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                               SEPTEMBER 30, 2003

                                                                            Additional      Additional
                                                     Common Stock            Paid-In         Paid-In
                                               ________________________      Capital         Capital
                                                 Shares         Amount      (Deficit)         Total
                                               ___________     ________     ___________     ___________
<S>                                              <C>           <C>          <C>             <C>

Balance, December 31, 2000                       7,350,000     $  7,350     $(1,903,643)    $(1,896,293)

Issuance  of  common  stock,  pursuant  to
bankruptcy order, issued November 29, 2001         349,583     $    350     $      (250)    $       100
Net Income, December 31, 2001                                               $ 1,844,157     $ 1,844,157
Balance, December 31, 2001                       7,699,583     $  7,700     $   (59,836)    $   (52,136)

Issuance  of common  stock on
acquisition of Bycom Media Inc. on
May 5, 2002                                     16,800,000     $ 16,800     $   (12,000)    $     4,800

Issuance of common stock on
acquisition of Cavio Corporation
September 4, 2002.                              14,000,000     $ 14,000     $(1,866,943)    $(1,866,943)
Balance, December 31, 2002                      38,499,583     $ 38,500     $(1,958,779)    $(1,920,179)

Cancellation of shares issued on the
Cavio acquisition                              (14,000,000)    $(14,000)    $         0     $    14,000

Balance, September 30, 2003                     24,499,583     $ 24,500     $(1,958,779)    $(1,906,179)

See Accompanying Notes to Consolidated Financial Statements.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>



                           DISCOVERY INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                               SEPTEMBER 30, 2003

                                                    Nine Months Ended                Years Ended               September 10,
                                                 _______________________     _____________________________         1996
                                                 Sept. 30,     Sept. 30,     December 31,     December 31,     (inception) to
                                                    2003          2002          2002            2001           Sept. 30, 2003
                                                 _________     _________     ____________     ____________     ______________
<S>                                              <C>           <C>             <C>            <C>                <C>

Cash Flows From Operating Activities
Net income (loss)                                $ (65,000)    $(102,571)      $(21,266)      $ 1,844,157        $ (140,500)
Impairment of Intangible Asset                           0             0          4,800                 0             4,800
Depreciation and Amortization                            0         2,919              0                 0                 0
Extraordinary gain on pre-petition debt
discharge                                                0             0                       (1,985,347)       (1,985,347)
Professional fees                                        0             0                           30,858            30,858
Changes in assets and liabilities
Increase in accounts payable and accrued            35,000                                        107,121           421,913
expenses (pre-petition)
Increase in accounts payable and accrued
expenses (post-petition)                                 0        59,826          2,773             2,136             4,909
Increase in officer advances (pre-petition)         30,000             0              0             1,075            12,876
Increase in officer advances (post-petition)             0        35,750              0            50,000            93,693
(Increase) in receivables (post-petition)                0        (4,420)             0                 0                 0
Net cash provided by (used in) operating                 0        (8,496)             0            50,000        (1,552,100)
activities before reorganization activities

(Decrease) in Cash Resulting from
Reorganization Items:
Pre-petition claims paid pursuant to plan                0             0              0           (19,142)          (19,142)
Professional fees paid                                   0             0              0           (30,858)          (30,858)

Net cash (used in) reorganization activities             0             0              0           (50,000)                0
Cash received in acquisition                             0         8,001              0                 0                 0
Net cash (used in) operating activities                  0             0              0                 0        (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        25,106              0                 0         1,600,000

Net cash provided by financing activities                0        33,602              0                 0         1,602,100

Net increase (decrease) in cash and cash
equivalents                                              0        25,106              0                 0                 0

Cash and cash equivalents, beginning of period           0             0              0                 0                 0

Cash and equivalents, end of period                      0        25,106              0                 0                 0


Supplemental Schedule of Non-Cash Investing
and Financing Activities
Discharge of short term notes payable                    0             0              0           100,000                 0
Discharge of long term notes payable                     0             0              0         1,500,000                 0
Issuance of shares on acquisition of Bycom
Media                                                4,800         4,800              0                 0                 0
Issuance of shares on acquisition of Cavio               0        14,000              0                 0                 0
Corporation

See Accompanying Notes to Consolidated Financial Statements.

</TABLE>


<PAGE>


                           DISCOVERY INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                SEPTEMBER 30, 2003 AND DECEMBER 31, 2002 AND 2001

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. These consolidated financial statements include the
         accounts of the Company and its wholly  owned  subsidiary,  Bycom Media
         Inc.,  as at September  30, 2002 and for the period from May 5, 2002 to
         September 30, 2002.

         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  Consolidated  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 September 30,
         2003 and December 31, 2002 and 2001.

         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 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 consolidated financial statements.


<PAGE>


                           DISCOVERY INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                SEPTEMBER 30, 2003 AND DECEMBER 31, 2002 AND 2001


         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  the  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,  2002  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:

<TABLE>
<CAPTION>


                                                Adjustments to Record the Plan or Reorganization
                                               __________________________________________________
                                               Balance Sheet     Debt Discharge     Balance Sheet
                                               _____________     ______________     _____________
<S>                                             <C>               <C>                 <C>

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
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

</TABLE>


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


<PAGE>

<TABLE>
<CAPTION>


                           DISCOVERY INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                SEPTEMBER 30, 2003 AND DECEMBER 31, 2002 AND 2001


                         PRO FORMA STATEMENTS OF INCOME

                                                         For the Year Ended December 31, 2001
                                                     _____________________________________________
                                                     As Reported     Adjustments          Proforma
                                                     ___________     ___________         _________
<S>                                                   <C>            <C>                 <C>

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)
Non-operating income (expense)
Interest expense                                         (98,753)              0           (98,753)

(Loss) before reorganization items and                $ (110,332)    $         0         $(110,332)
extraordinary item
Reorganization items (Note 2)                            (30,858)         30,858(1)              0

(Loss) before extraordinary item                      $ (141,190)    $    30,858         $(110,332)
Extraordinary gain on pre-petition 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.

</TABLE>


NOTE 3.  REORGANIZATION ITEMS

         Reorganization  Items  consisted of the  following for the period ended
         September 30, 2003 and years ended December 31, 2002 and 2001:

                       September 30,     December 31,     December 31,
                           2003              2002             2001

Professional Fees         $50,000          $20,000          $30,858

NOTE 4.  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


<PAGE>


                           DISCOVERY INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                SEPTEMBER 30, 2003 AND DECEMBER 31, 2002 AND 2001


         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.

         The Company has recorded the excess of the purchase  price over the net
         book value of Bycom as goodwill on consolidation.

NOTE 5.  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
         99,881 shares of stock to the Class One impaired  creditors on November
         29, 2001.

         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. On September 4, 2002 14,000,000
         shares  were issued for the  acquisition  of Cavio  Corportion.  In the
         second  quarter  of  2003  the  Company  unwound  the  transaction  and
         cancelled  the  14,000,000  shares.   This  resulted  in  approximately
         24,499,600 shares outstanding as of June 30, 2003.

         On April 29, 2002, the Company issued  4,800,000  pursuant to a Plan of
         Reorganization  whereby it acquired  all of the  outstanding  shares of
         Bycom Media Inc. therefore (Note 4).

         No shares were issued in the third quarter of 2003.

         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 nine  months  ended
         September   30,  2003  and  2002  was   24,499,583,   and   29,521,323,
         respectively,   for  the  years  ended  December  31,  2002  and  2001,
         23,540,670 and 7,380,733,  respectively, and 8,854,401 since inception.
         As of June 30, 2003 and December 31, 2002 and 2001 and since inception,
         the Company had no dilutive potential common shares.


<PAGE>


                           DISCOVERY INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                SEPTEMBER 30, 2003 AND DECEMBER 31, 2002 AND 2001


NOTE 6.  INCOME TAXES

         There is no provision  for income taxes for the period ended  September
         30, 2003,  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 September 30, 2003 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 7.  GOING CONCERN

         The  Company's   consolidated  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 8.  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 9.  WARRANTS AND OPTIONS

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


<PAGE>


                           DISCOVERY INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                SEPTEMBER 30, 2003 AND DECEMBER 31, 2002 AND 2001


NOTE 10. SUBSEQUENT EVENTS

         ACQUISITION OF CAVIO CORPORATION

         On June 13,  2002,  the Company  entered  into a Plan and  Agreement of
         Reorganization  with  Cavio  Corporation,   a  Washington   corporation
         ("Cavio")  whereby the  Company  will  acquire  all of the  outstanding
         shares of Cavio in  exchange  for  14,000,000  shares  of the  Company.
         Following  closing of this  transaction,  which  occurred on August 28,
         2002, Cavio became a wholly owned subsidiary of the Company.

         Cavio  offers  a  suite  of  authentication  products,   including  its
         enterprise  middleware which uses public key  infrastructure  (PKI) and
         secure  token-based  technology  to  authenticate  and manage  personal
         identities  for a wide  variety  of  applications.  Founded  in 1998 to
         authenticate   individuals   for  global  trade   transactions,   Cavio
         revolutionizes  electronic  transaction processing with a comprehensive
         transaction and  authentication  solution that successfully  integrates
         traditional  business  principles  and leading edge  technology.  Cavio
         authentication   and  transaction   technology  will  enable  real-time
         authentication  of  individuals  anytime,  anywhere,  via the Internet,
         point-of-sale, security kiosk, and mobile devices.

         Effective  April 1,  2003 the Cavio  transaction  was  unwound  and the
         14,000,000 shares were cancelled.

         INCREASE IN AUTHORIZED CAPITAL

         On July 10, 2002,  the State of Nevada  approved the Company's  amended
         Articles of  Incorporation,  which  increased its  capitalization  from
         25,000,000 common shares to 100,000,000 common shares.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         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.

         GENERALLY

         The Company's  auditor's  going concern opinion and the notation in the
         financial statements indicate that the Company doe not have significant
         cash or other  material  assets  and that the  Company  is  relying  on
         advances officers and directors to meet limited operating expenses. The
         Company does not have  sufficient cash or other material assets or does
         not have sufficient  operations or an established  source of revenue to
         cover the operational costs that would allow the Company to continue as
         a going concern.  The Company may be deemed to be insolvent in that the
         Company  is not  unable  to pay its  debts in the  ordinary  course  of
         business as they become due. The Company's financial  statements do not
         include   any   adjustments   relating   to  the   recoverability   and
         classification   of  asset  carrying  amounts  and   classification  of
         liabilities  that might result should the Company be unable to continue
         as a going concern.

         As  of  September  30,  2003,  the  Company  had  no  current  business
         activities or operations and no assets.


<PAGE>


         On April 29, 2002,  pursuant to an agreement with the sole  shareholder
         of Bycom  Media  Inc.,  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.

         Bycom   Media  Inc.   is  a   multimedia   application   business   for
         internet-based   businesses.   Utilizing   business  search  tools  and
         databases, Bycom Media Inc.'s business concept was to be able to locate
         and access global business  information.  Bycom Media Inc.  intended 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 Media Inc.  intended to
         sell,  for a fee,  this  information  and  was  act  as an  "out-source
         provider" of information.  As an "out-source provider," the information
         will be  cost-effective  for the user  because the  customer  typically
         lacks the technology expertise,  capital,  personnel or ability to bear
         the time to market and operating risks to install, maintain and monitor
         business information. Bycom Media Inc. for itself and for its customers
         intended to provide  personnel who was readily  available to respond to
         technical  issues  and  marketing  issues,  and  who  could  assist  in
         developing and  implementing  the effective use of the business  search
         tools and data base.  The Company has not yet  commenced  marketing  of
         this  business  concept  and does not have any  funds to  commence  any
         marketing efforts.

         On June 13,  2002,  the Company  entered  into a Plan and  Agreement of
         Reorganization  with  Cavio  Corporation,   a  Washington   corporation
         ("Cavio") whereby the Company acquire all of the outstanding  shares of
         Cavio in  exchange  for  14,000,000  shares of the  Company.  Following
         closing of this  transaction,  which occurred on August 28, 2002, Cavio
         became a wholly owned subsidiary of the Company.

         Cavio  offered  a  suite  of  authentication  products,  including  its
         enterprise  middleware which uses public key  infrastructure  (PKI) and
         secure  token-based  technology  to  authenticate  and manage  personal
         identities  for a wide  variety  of  applications.  Founded  in 1998 to
         authenticate   individuals   for  global  trade   transactions,   Cavio
         revolutionizes  electronic  transaction processing with a comprehensive
         transaction and  authentication  solution that successfully  integrates
         traditional  business  principles  and leading edge  technology.  Cavio
         authentication   and  transaction   technology  will  enable  real-time
         authentication  of  individuals  anytime,  anywhere,  via the Internet,
         point-of-sale, security kiosk, and mobile devices.

         Effective  April 1, 2003,  differences of opinion as to matters of fact
         and  matters  of  law  occurred  between  the  parties  and  the  Cavio
         transaction was unwound and the 14,000,000  shares were surrendered for
         cancellation.

         As of  September  30,  2002 and as of the date  hereof,  the Company is
         dependent  upon its sole  officer to meet any de minimis  costs that 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.

         FINANCIAL CONDITION.

         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. These consolidated financial statements include the
         accounts of the Company and its wholly  owned  subsidiary,  Bycom Media
         Inc.,  as at September  30, 2002 and for the period from May 5, 2002 to
         September 30, 2002.

         As of September  30, 2003,  the Company had no current or fixed assets.
         The goodwill of the Company was reduced from $1,624,359 as of September
         30, 2002 to $0 as of September 30, 2003.


<PAGE>


         The Company's net loss from  inception  through  September 30, 2003 was
         $2,006,209  and the net loss for the year ended  December  31, 2002 was
         $1,886,943.

         The Company had no revenues  in the nine months  ending  September  30,
         2003 or in the nine months ended  September  30, 2002.  During the nine
         months ending  September  30, 2003,  the Company  incurred  expenses of
         $87,568 as  compared  to the nine months  ended  September  30, 2002 of
         $65,000 or a deincreased of $22,568.

         As of September 30, 2003, the Company had total liabilities of $133,540
         and the Company had a negative net worth of  $133,540.  The Company had
         officer's advances of $93,693 from inception to September 30, 2003.

         Since the Company had no operating history nor any revenues or earnings
         from  operations  as at September  30, 2003 and  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. The Company is actively pursuing business opportunities.



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         None

ITEM 2.  CHANGES IN SECURITIES.

         14,000,000 million shares were cancelled in the second quarter of 2003.
         These shares are now authorized but unissued shares of the Company.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None

ITEM 5.  OTHER INFORMATION.

         (a) Board Meeting

         The board held one  meeting,  by written  consent,  during the  quarter
         ended September 30, 2003.

         (b) Committees

         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.


<PAGE>


         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.

         The board of  directors  has caused the  financial  statements  for the
         quarter  ended  September  30,  2003 to be  reviewed  by the  Company's
         auditor.

         (c) Code of Ethics.

         The board of  directors  have  adopted a code of ethics that applies to
         our principal executive officer, principal financial officer, principal
         accounting officer and persons  performing similar functions.  The code
         of ethics  will be  posted on the  investor  relations  section  of the
         Company's web site if and when we establish a web site. At such time as
         we have posted the code of ethics on our website,  we intend to satisfy
         the  disclosure  requirements  under Item 10 of Form 8-K  regarding  an
         amendment  to, or waiver  from,  a  provision  of the code of ethics by
         posting such information on the website.  The current code of ethics is
         filed as an exhibit to this Form 10QSB.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         The Company filed a Form 8-K effective  April 29, 2002  disclosing  the
following transactions:

         A. Describing the acquisition of Bycom Media Inc. ("Bycom") pursuant to
         a Plan and Agreement of  Reorganization  (the "Plan")  effective at the
         date thereof  whereby the Company  issued  4,800,000  common  shares to
         purchase 100% of the outstanding  shares of Bycom,  including  exhibits
         containing copies of the Plan and the financial  statements of Bycom as
         of January 31, 2002.

         B. The  adoption of a resolution  of the board of  directors  causing a
         stock  dividend to be paid on the common shares of the Company,  to the
         shareholders of record on May 6, 2002,  being two and one-half  (2-1/2)
         shares for each one (1) share held by each  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.

         The following exhibit is part of this Form 10QSB

                  31.1      Certification of Donald Bell, President

                  31.2      Certification of Chief Financial Officer.

                  32.1      Section 906 Certification of Donald Bell, President

                  32.2      Section 906 Certification of Chief Financial Officer

                  99.1      Code of Ethics


<PAGE>


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                          DISCOVERY INVESTMENTS, INC.
                          (Registrant)



                          By: /s/ DONALD BELL
                                  ___________________________
                                  Donald Bell
                                  President and sole Director
                                  (Signature and Title)*

Date:   November 13, 2003