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 JUNE 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 incorporation    (I.R.S. Employer Identification
               or organization)                                  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

<PAGE>

                      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]


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.


                           DISCOVERY INVESTMENTS, INC.

                          (A Development Stage Company)

                         CONSOLIDATED FINANCIAL REPORTS

                            JUNE 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
                                  JUNE 30, 2003

                                                  June 30, 2003      June 30, 2002           December           December
                                                                                             31, 2002           31, 2001
                                                  -------------      -------------        -----------           --------
                                     ASSETS
<S>                                                   <C>                 <C>             <C>                   <C>
CURRENT ASSETS
Cash                                                         $0                $72                 $0                 $0
Goodwill                                                     $0             $6,297                 $0                 $0
Assets of discontinued operations                            $0                 $0           $467,621                 $0
Total current assets                                         $0             $6,369           $467,621                 $0

TOTAL ASSETS                                                 $0             $6,369           $467,621                 $0


                                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Bank overdraft                                               $0                 $0                $62                 $0
Accounts payable                                        $54,847             $5,928             $4,847             $2,136
Officers' advances                                      $63,693            $62,280            $63,693            $50,000
Liabilities of discontinued operations                       $0                 $0         $2,319,298                 $0
Total current liabilities                              $118,540            $68,208         $2,387,900            $52,136

TOTAL LIABILITIES                                      $118,540            $68,208         $2,387,900            $52,136

STOCKHOLDERS' EQUITY                                                                                              $2,200
24,499,583 shares at June 30, 2003                      $24,500             $7,000            $38,500             $2,200
Retained Earnings                                     $(143,040)          $(68,839)       $(1,958,779)          $(54,136)
TOTAL STOCKHOLDERS' EQUITY                            $(118,540)          $(61,839)       $(1,920,279)          $(52,136)
Total liabilities and stockholders' equity                   $0             $6,369           $467,621                 $0
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.



<PAGE>

<TABLE>
<CAPTION>

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

                                                                                                           Sept 10, 1996
                                         Six Months Ended                      Years Ended                (Inception) to
                                     June 30,         June 30,       December 31,       December 31,            June 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               $50,000          $14,503            $21,266            $11,579           1,795,238

Net operating income (loss)
                                     $(50,000)        $(14,503)          $(21,266)          $(11,579)        $(1,795,238)

Non operating income
(expense)                                  $0               $0                 $0           $(98,753)          $(284,753)

Net (Loss) before
extraordinary item                   $(50,000)        $(14,503)          $(21,266)         $(110,332)        $(2,029,991)

Reorganization items                       $0               $0                 $0           $(30,858)           $(30,858)

Net (Loss) from continuing
operations                           $(50,000)        $(14,503)          $(21,266)         $(141,190)        $(2,060,849)

Extraordinary gain on
prepetition debt
discharge                                  $0               $0                 $0         $1,985,317          $1,985,317

                                     $(50,000)        $(14,503)          $(21,266)        $1,844,157            $(75,502)

Gain (Loss) from
discontinued operations            $2,539,282               $0        $(1,865,677)                $0         $(1,865,677)

Net income (loss)                  $2,489,282         $(14,503)       $(1,886,943)        $1,844,157         $(1,949,179)

Net income (loss) per share
basic and diluted (Note 2)              $0.10         $(0.0008)            $(0.08)             $0.25            $(0.2356)

Average number of
shares of common
stock outstanding                  24,499,583       17,066,349         23,540,679          7,380,733           8,274,952
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

<PAGE>

<TABLE>
<CAPTION>
                           DISCOVERY INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                  JUNE 30, 2003


                                                                                         Additional           Additional
                                                           Common Stock                   Paid-In              Paid-In
                                                      Shares            Amount            Capital              Capital
                                                                                         (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, June 30, 2003                              24,499,583         $24,500          $(1,958,779)        $(1,906,179)
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

<PAGE>

<TABLE>
<CAPTION>



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

                                                      Six Months Ended                Years Ended
                                                                                                             September 10,
                                                                                                                1996
                                                    June 30,     June 30,   December 31,    December 31,    (inception) to
                                                    2003         2002          2002            2001          June 30, 2003
                                                    --------     --------   ------------    ------------    --------------
<S>                                                 <C>          <C>            <C>           <C>               <C>
Cash Flows From Operating Activities
Net income (loss)                                   $(50,000)    $(14,503)      $(21,266)     $1,844,157         $(125,500)
Impairment of Intangible Asset                                                     4,800                             4,800
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              50,000                                     107,121           436,913
  expenses (pre-petition)
Increase in accounts payable and accrued
  expenses (post-petition)                                 0        2,295          2,773           2,136             4,909
Increase in officer advances (pre-petition)                0            0              0           1,075            17,576
Increase in officer advances (post-petition)               0       12,280              0          50,000            63,693

Net cash provided by (used in) operating                   0           72              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

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            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                                              0            0              0               0                 0

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

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


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

See Accompanying Notes to Consolidated Financial Statements.



<PAGE>


                           DISCOVERY INVESTMENTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  JUNE 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 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, 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
                  JUNE 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 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>


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


<PAGE>

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

<TABLE>
<CAPTION>

                         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)
</TABLE>

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

NOTE 3. REORGANIZATION ITEMS

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

                         June 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
                  JUNE 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).

         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 six months ended June 30,
         2003 and 2002 was  24,499,583,  and 17,066,849,  respectively,  for the
         years ended  December  31,  2002 and 2001,  23,540,670  and  2,108,757,
         respectively,  and 8,274,952 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
                  JUNE 30, 2003 AND DECEMBER 31, 2002 AND 2001


NOTE 6. INCOME TAXES

         There is no  provision  for income  taxes for the period ended June 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 June 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.

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

<PAGE>


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

         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.

         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.

         As of March 31, 2003, the Company had no current business activities or
         operations and minimal assets. Pursuant to an agreement entered into as
         of  April  29,  2002,  the  Company  acquired  all  of the  issued  and
         outstanding  shares of stock of Bycom  Media Inc.,  an Ontario,  Canada
         corporation.  The  closing  occurred  on  May 5,  2002.  See  Note  10.
         Subsequent Events. Notes to Consolidated Financial Statements contained
         in Item 1 above.

         Bycom   Media  Inc.   is  engaged  in   multimedia   applications   for
         internet-based   businesses.   Utilizing   business  search  tools  and
         databases,  Bycom Media Inc.  will be able to locate and access  global
         business information. Bycom Media Inc. intends to use its technology in
         order to enter into various  business  combinations  with  entities who
         offer products or services which are susceptible to internet marketing.
         As an  alternative,  Bycom Media Inc.  will also sell,  for a fee, this
         information and will act as an "out-source provider" of information. As
         an "out-source  provider," the information will be  cost-effective  for
         the user.  This is because the customer  typically lacks the technology
         expertise, capital, personnel or ability to bear the time to market and
         operating risk to install,  maintain and monitor business  information.
         Bycom  Media  Inc.  for  itself  and for  its  customers  will  provide
         personnel who are readily  available to respond to technical issues and
         marketing issues, and who can assist in developing and implementing the
         effective use of the business search tools and data base.

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

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

         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

<PAGE>

         be no assurance that the Company will be successful in identifying  and
         evaluating  suitable  business  opportunities  or completing a business
         combination.


                           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.

         (a) Board Meeting

         The board held no meetings during the quarter ended June 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.
         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.

         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

<PAGE>

         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  Corporation,  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.

                                   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, President and sole Director
(Signature and Title)*

Date:  October 14, 2003