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 MARCH 31, 2004

| | 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 incorporation or          (I.R.S. Employer
                    organization)                            Identification No.)

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

                                 (866) 351-5099
                           (Issuer's telephone number)


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



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

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes / / No /X/

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,  2004,  there were  outstanding  27,170,383  shares of the
         Registrant's  Common  Stock,  $.001 par value.  As of the date  hereof,
         there were outstanding  29,809,007 shares of Registrant's Common Stock,
         $.001 par value.

Transitional Small Business Disclosure Format: Yes / /   No /X/


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.


                           DISCOVERY INVESTMENTS, INC.
                          (A Development Stage Company)
                         CONSOLIDATED FINANCIAL REPORTS
                           March 31, 2004 (unaudited)
                                December 31, 2003



                           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
                                                            MARCH 31, 2004

                                                      March 31,          March 31,        December 31,      December 31,
                                                        2004                2003              2003              2003
                                                     -----------        -----------       ------------      ------------

                                               ASSETS
<S>                                                   <C>              <C>                  <C>              <C>
CURRENT ASSETS
Cash                                                     $3,019             $9,829                 $0                 $0
Assets of discontinued operations                            $0           $467,621                 $0           $467,621
Total current assets                                     $3,019           $477,450                 $0           $467,621

TOTAL ASSETS                                             $3,019           $477,450                 $0           $467,621


                                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Bank overdraft                                               $0                 $0                 $0                $62
Accounts payable                                        $30,000             $4,847            $15,000             $4,847
Officers' advances                                      $59,300            $63,693                 $0            $63,693
Liabilities of discontinued operations                       $0         $2,539,282                 $0         $2,319,298
Total current liabilities                               $89,300         $2,607,822            $15,000         $2,387,900

LONG TERM DEBT                                               $0                 $0                 $0                 $0

TOTAL LIABILITIES                                       $89,300         $2,607,822            $15,000         $2,387,900

STOCKHOLDERS' EQUITY                                   $158,040            $38,500           $158,040            $38,500
Accumulated deficit                                   $(244,321)       $(2,168,872)         $(173,000)       $(1,958,779)
TOTAL STOCKHOLDERS' EQUITY                             $(86,281)       $(2,130,372)          $(15,000)       $(1,920,279)
Total liabilities and stockholders' equity               $3,019           $477,450                 $0           $467,621

</TABLE>


See Accompanying Notes to Consolidated Financial Statements.

<PAGE>
<TABLE>
<CAPTION>


                                                      DISCOVERY INVESTMENTS, INC.
                                                     (A Development Stage Company)
                                                   CONSOLIDATED STATEMENTS OF INCOME
                                                            March 31, 2003

                                                                                                           Sept 10, 1996
                                       Three Months Ended                     Years Ended                 (Inception) to
                                    March 31,        March 31,       December 31,       December 31,           March 31,
                                         2004             2003               2003               2002                2004
                                    -----------      ---------       ------------       ------------       -------------

<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               $71,281               $0            $80,000            $21,266           1,816,519

Net operating income expense
                                      $71,281               $0                 $0                 $0            $284,753

Operating (Loss)                     $(71,281)              $0          $(80,000)           $(21,266)        $(2,102,272)

Reorganization items                       $0               $0                 $0                 $0             $30,858

Net (Loss) before
extraordinary item                         $0               $0                 $0           $(21,266)        $(2,132,130)

Extraordinary gain on
prepetition debt
discharge                                  $0               $0                 $0                 $0          $1,985,347

Net (Loss) from continuing
operations                           $(71,281)              $0                 $0           $(21,266)          $(146,783)

(Loss) from discontinued                   $0        $(210,155)       $(1,851,739)       $(1,865,677)        $(2,075,832)
operations

Net income (loss)                    $(71,281)       $(210,155)       $(1,771,739)       $(1,866,943)        $(2,222,615)

Net income (loss) per share
basic and diluted (Note 2)            $(0.003)         $(0.005)           $(0.072)           $(0.079)           $(0.2685)

Average number of
shares of common
stock outstanding                  27,170,383       38,449,583         24,499,583         23,540,670           8,278,121


</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

<PAGE>
<TABLE>
<CAPTION>

                           DISCOVERY INVESTMENTS, INC.
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                 March 31, 2004


                                                                                                         Accumulated
                                                                                                          (Deficit)
                                                                                      Additional            During
                                                         Common Stock                  Paid-In           Development
                                                    Shares            Amount           Capital              Stage
                                                                                      (Deficit)

<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               $350                   0

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                                $14,000

Net (Loss) December 31, 2002                                                          $(1,886,943)        $(1,886,943)

Balance, December 31, 2002                          38,499,583         $38,500

Balance, March 31, 2003                             38,499,583         $38,500        $(1,958,779)        $(1,920,179)

Cancellation of shares issued on the
Cavio Acquisition                                 (14,000,000)        (14,000)              14,000                 100

Issued to settle debt 31/12/03                       2,670,800         133,540                  0             133,540

Net Income for year ended 31/12/03                           0               0          1,771,739           1,771,739
Balance, March 31, 2004                             27,170,383        $158,040          $(173,040)           $(15,000)

</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

<PAGE>
<TABLE>
<CAPTION>

                           DISCOVERY INVESTMENTS, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 March 31, 2004

                                                    Three Months Ended               Years Ended
                                                 March 31,     March 31,    December 31,    December 31,    September 10,
                                                                                                                 1996
                                                                                                            (inception) to
                                                    2004          2003          2003            2002        March 31, 2004
<S>                                                 <C>          <C>                  <C>        <C>            <C>
Cash Flows From Operating Activities
Net income (loss)                                   $(71,281)    $(210,155)            $0        $(21,266)        $(356,938)
Adjustments  to  reconcile  net  income  (loss)
  to cash  provided  by (used in)
operating activities:
Impairment on Intangible assets                            0             0              0           4,800             4,800
Extraordinary gain on pre-petition debt
discharge                                                  0             0              0               0       (1,985,347)
Reorganization items
Professional fees                                          0             0              0               0            30,858
Changes in assets and liabilities
Increase in accounts payable and accrued
expenses (pre-petition)                               15,000       219,984              0               0           621,797
Increase in accounts payable and accrued
expenses (post-petition)                                   0             0              0               0             4,909
Increase in officer advances (pre-petition)           59,300             0              0           2,773            76,876
Increase in officer advances (post-petition)               0             0              0          13,693            63,693
Net cash provided by (used in) operating                   0             0              0               0        (1,552,100)
activities before reorganization activities

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

Net cash (used in) reorganization activities               0             0              0               0
Net cash (used in) operating activities                    0             0              0               0        (1,592,271)

Cash Flows From Investing Activities                       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                         1,600,000

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

Net increase (decrease) in cash and cash
equivalents                                            3,019         9,829              0               0            12,848

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

Cash and equivalents, end of period                    3,019         9,829              0               0            12,848


Supplemental Schedule of Non-Cash Investing
and Financing Activities
Discharge of short term notes payable                      0             0              0               0                 0
Discharge of long term notes payable                       0             0                              0                 0
Issuance of shares on acquisition of Bycom                 0         4,800              0               0                 0
Media Inc.
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.


<PAGE>

                           DISCOVERY INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MARCH 31, 2004 AND DECEMBER 31, 2003 AND 2002


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 June 30,  2002 and for the period from May 5, 2002 to June
         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 March 31, 2004
         and December 31, 2003 and 2002.

         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.

<PAGE>

                           DISCOVERY INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MARCH 31, 2004 AND DECEMBER 31, 2003 AND 2002

         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.

         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:

<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>

<PAGE>
<TABLE>
<CAPTION>

                           DISCOVERY INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MARCH 31, 2004 AND DECEMBER 31, 2003 AND 2002


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

<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)

<FN>

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

</FN>
</TABLE>


Note 3. Reorganization Items

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

                        March 31, 2004     December 31, 2003   December 31, 2002

Professional Fees              $25,000               $80,000             $80,000


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

<PAGE>


                           DISCOVERY INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MARCH 31, 2004 AND DECEMBER 31, 2003 AND 2002

         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.

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


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.  Later in
         2003, the Cavio  acquisition  was cancelled and the  14,000,000  shares
         were  cancelled.  In December of 2003  2,670,000  shares were issued to
         settle debt. This resulted in 27,170,383 shares outstanding as of March
         31, 2004.

         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).

         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.

         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.

<PAGE>


                           DISCOVERY INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  MARCH 31, 2004 AND DECEMBER 31, 2003 AND 2002


         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,  2004  and  March  31,  2003  was   27,170,383,   and   38,449,583,
         respectively,   for  the  years  ended  December  31,  2003  and  2002,
         24,499,583 and 23,540,670, respectively, and 8,278,121 since inception.
         As of  March  31,  2004 and  December  31,  2003  and  2002  and  since
         inception, the Company had no dilutive potential common shares.


Note 6. Income Taxes

         There is no  provision  for income taxes for the period ended March 31,
         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 March 31, 2004 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
                  MARCH 31, 2004 AND DECEMBER 31, 2003 AND 2002


Note 10.  Other Events/Subsequent Event

         On April 29, 2002,  the Company  entered  into a Plan and  Agreement of
         Reorganization  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 Common Stock.  On
         October 5, 2002,  there was a closing under the Plan and Bycom became a
         wholly  owned  subsidiary  of the  Company  and  there  was a change of
         control.

         Bycom  was  engaged  in  multimedia   applications  for  internet-based
         business. Utilizing business search tools and databases, Bycom intended
         to be able to locate and access global business  information for a fee,
         or was to act as an  "out-source  provider"  of  information.  Bycom is
         currently inactive.

         On September 4, 2002, the Company  completed a transaction set out in a
         Plan and Agreement of Reorganization  dated June 13, 2002,  pursuant to
         which  the  Company  acquired  all of the  outstanding  shares of Cavio
         Corporation,  a  Washington  corporation,  ("Cavio") in exchange for 14
         million  share of Common  Stock.  Due to poor market  condition and the
         Company's  inability to seek adequate  financing  from third parties to
         properly  finance  the  operations  of Cavio,  on  December 2, 2002 the
         Company's  Board  of  Directors  approved,  subject  to  receiving  the
         approval of a majority of the  shareholders,  to unwind the acquisition
         of Cavio in cancellation of the shares of Common Stock issued.

         On December 2, 2002, the Company  unanimously  approved the disposition
         of its  interest  in Cavio and  thereafter  received  the  consent of a
         majority of the  outstanding  shares of the Company  Common Stock.  The
         Company  determined  that the effective date for the  divestiture to be
         June 30, 2003.

         Between  March 31, 2004 and May 21,  2004,  the Company sold and issued
         for cash or in cancellation of  indebtedness,  2,670,000  shares of the
         Company's Common Stock.


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

         The discussion  contained herein contains "forward- looking statements"
that involve risk and  uncertainties.  These statements may be identified by the
use  of  terminology   such  as  "believes,"   "expects,"   "may,"  "should"  or
anticipates" or expressing this terminology negatively or similar expressions or
by discussions of strategy.  The cautionary  statements  made in this Form 10QSB
should be read as being  applicable  to all related  forward-looking  statements
wherever  they  appear in this Form  10QSB.  Our  actual  results  could  differ
materially from those discussed in this report.

Generally.

         The  Company  currently  has no  assets or  operations.  As of the date
hereof,  the Company can be defined as a "shell" company,  whose sole purpose is
to locate and consummate a merger or acquisition with another public entity or a
private entity.

Plan of Operation.

         The  Company  intends to seek to acquire  assets or shares of an entity
actively  engaged in  business  that  generates  revenues  in  exchange  for its
securities.  As of the date  hereof,  the Company has entered  into  preliminary
negotiations  to acquire  all of the issued and  outstanding  shares of stock of
Ultrabio Technology Limited, Incorporated, a British Virgin Island corporation.

<PAGE>

         In connection  with the  negotiations  to acquire all of the issued and
outstanding shares of stock of Ultrabio Technological Limited, Incorporated, the
Company  has been  informed  that the  Securities  and  Exchange  Commission  is
considering amendments to the Form 8-S and the Form 8-K. The proposed amendments
may expand the  definition  of a shell company to be broader than a company with
no  or  nominal   operations/assets  or  assets  consisting  of  cash  and  cash
equivalents, the amendments may prohibit the use of a From S-8 (a form used by a
corporation to register  securities  issued to an employee,  director,  officer,
consultant or advisor, under certain circumstances), and may revise the Form 8-K
to require a shell company to include current Form 10 or Form 10-SB information,
including audited financial statements, in the filing on Form 8-K that the shell
company files to report the acquisition of the business opportunity.

Financial Condition.

         The Company's  auditor's going concern opinion for prior year ended and
the notation in the financial statements indicate that the Company does not have
significant  cash or other  material  assets and that we are relying on advances
from  stockholders,  officers and directors to meet limited operating  expenses.
The Company does not have sufficient cash or other material assets or do we have
sufficient  operations  or  an  established  source  of  revenue  to  cover  our
operational costs that would allow us to continue as a going concern.

Liquidity and Operational Results.

         The  Company  has no current  operating  history  nor any  revenues  or
earnings from pending  operations.  The Company has limited  assets or financial
resources.  The Company  will, in all  likelihood,  sustain  operating  expenses
without  corresponding  revenues,  at least until the consummation of a business
combination.  This may result in the Company incurring a net operating loss that
will  increase   continuously  until  the  Company  can  consummate  a  business
combination with a profitable business  opportunity.  Although the Company is in
negotiations  to acquire  all of the issued and  outstanding  stock of  Ultrabio
Technology Limited,  Incorporated, a British Virgin Island corporation, there is
no assurance that the Company will consummate the business  combination,  and if
consummated, that the Company will be profitable.

Item 3.  Qualitative and Quantitative Disclosures About Market Risk.

         The Company has not  considered  nor conducted any research  concerning
qualitative and quantitative market risk.

Item 4.  Evaluation of Disclosure on Controls and Procedures.

         Based on an evaluation of our disclosure  controls and procedures as of
the end of the period  covered by this Form 10QSB (and the financial  statements
contained in the report),  our  president  has  determined  that the our current
disclosure controls and procedures are effective.

         There have not been any changes in our internal  control over financial
reporting (as such term is defined in Rule 13a-15(f)  under the Exchange Act) or
any  other  factors  during  the  quarter  covered  by this  report,  that  have
materially affected,  or are reasonably likely to materially affect our internal
control over financial reporting.


<PAGE>


                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

         None

Item 2. Changes in Securities.

         None

Item 3. Defaults Upon Senior Securities.

         None

Item 4. Submission of Matters to a Vote of Security Holders.

         None

Item 5. Other Information.

Board Meeting.

         The  Company  held one (1)  meeting  during the  quarter,  by written
consent by the sole director.

Audit Committee.

         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  Company  did file a Form  8-K on  April  4,  2004
disclosing  the  preliminary  negotiations  referred  to in Item Part II, Item 2
above. The following exhibits are filed with this report:

                  31.1   Certification of Chief Executive Officer and Chief
                         Financial Officer

                  32.1   Section 906  Certification.

<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.

         Date:  May 21, 2004


                          DISCOVERY INVESTMENTS INC.
                          (Registrant)

                          By: /s/ Donald Bell, President and sole Director
                          (Signature and Title)