<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
September 30, 1999.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION FROM _______ TO ________.
COMMISSION FILE NUMBER 000-26175
DISCOVERY INVESTMENTS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 88-0409151
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2980 S. Rainbow Boulevard, Suite 108
Las Vegas, Nevada 89146
- -------------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)
N/A
----------------------------------------------
(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 [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
At September 30, 1999, there were outstanding 2,100,000 shares of the
Registrant's Common Stock, $.001 par value.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE> 2
PART I
FINANCIAL INFORMATION
Item I. Financial Statements
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
BALANCE SHEET - ASSETS 1
BALANCE SHEET - LIABILITIES AND STOCKHOLDERS' EQUITY 2
STATEMENT OF OPERATIONS 3
STATEMENT OF STOCKHOLDERS' EQUITY 4
STATEMENT OF CASH FLOWS 5
NOTES TO FINANCIAL STATEMENTS 6-10
</TABLE>
<PAGE> 3
DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
6 Mos Ending Year Ended
Sep. 30,1999 Mar.31,1999
(Unaudited) (Audited)
------------ -----------
<S> <C> <C>
CURRENT ASSETS $ 0 $ 0
---------- ----------
TOTAL CURRENT ASSETS $ 0 $ 0
---------- ----------
OTHER ASSETS $ 0 $ 0
---------- ----------
TOTAL OTHER ASSETS $ 0 $ 0
---------- ----------
TOTAL ASSETS $ 0 $ 0
---------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements
- 1 -
<PAGE> 4
DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
6 Mos Ending Year Ended
Sep. 30, 1999 Mar. 31, 1999
(Unaudited) (Audited)
------------- -------------
<S> <C> <C>
CURRENT LIABILITIES
Officers Advances (Note 6) $ 15,654 $ 0
-------- --------
TOTAL CURRENT LIABILITIES $ 15,654 $ 0
-------- --------
STOCKHOLDERS EQUITY (Note 1)
Common stock, $.001 par value
authorized 25,000,000 shares
issued and outstanding at
March 31, 1999 - 2,100,000 shares $ 2,100
September 30, 1999 - 2,100,000 shares $ 2,100
Additional paid in Capital 0 0
Deficit accumulated during
Development stage -17,754 -2,100
-------- --------
TOTAL STOCKHOLDERS' EQUITY $-15,654 $ 0
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 0 $ 0
-------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements
-2-
<PAGE> 5
DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Sep. 10, 1996
3 Mos Ended 3 Mos Ended 6 Mos Ended 6 Mos Ended (Inception)
Sep. 30, Sep. 30, Sep. 30, Sep. 30, to Sep. 30,
1999 1998 1999 1998 1999
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
REVENUE: $ 0 $ 0 $ 0 $ 0 $ 0
---------- ---------- ---------- ---------- ----------
EXPENSES:
General, Selling
and Administrative $ 2,429 $ 0 $ 15,654 $ 0 $ 17,754
---------- ---------- ---------- ---------- ----------
Total Expenses $ 2,429 $ 0 $ 15,654 $ 0 $ 17,754
---------- ---------- ---------- ---------- ----------
Net Profit/Loss (-) $ -2,429 $ 0 $ -15,654 $ 0 $ -17,754
---------- ---------- ---------- ---------- ----------
Net Profit/Loss(-)
per weighted
share (Note 2) $ -.0012 $ NIL $ -.0075 $ NIL $ -.0085
---------- ---------- ---------- ---------- ----------
Weighted average
number of common
shares outstanding 2,100,000 2,100,000 2,100,000 2,100,000 2,100,000
---------- ---------- ---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements
-3-
<PAGE> 6
DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
--------- --------- --------- --------
<S> <C> <C> <C> <C>
Balance,
March 31, 1997 21,000 $ 2,100 $ 0 $ -2,100
Net loss year ended
March 31, 1998 0
--------- --------- --------- --------
Balance,
December 31, 1997 21,000 $ 2,100 $ 0 $ -2,100
March 15, 1999
Changed from NO PAR
VALUE to $.001 -2,079 +2,079
March 15, 1999
Forward Stock Split
100:1 2,079,000 +2,079 -2,079
Net loss year ended
March 31, 1999 0
--------- --------- --------- --------
Balance,
March 31, 1999 2,100,000 $ 2,100 $ 0 $ -2,100
Net Loss,
April 1, 1999, to
September 30, 1999 -15,654
--------- --------- --------- --------
Balance,
September 30, 1999 2,100,000 $ 2,100 $ 0 $-17,754
--------- --------- --------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements
- 4 -
<PAGE> 7
DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Sep. 10, 1996
3 Mos Ended 3 Mos Ended 6 Mos Ended 6 Mos Ended (Inception)
Sep. 30, Sep. 30, Sep. 30, Sep 30, to Sep. 30,
1999 1998 1999 1998 1999
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Cash Flow from
Operating Activities
Net Loss $ -2,429 $ 0 $-15,654 $ 0 $-17,754
Adjustment to reconcile
net loss to net cash
provided by operating
activities 0 0 0 0 0
Changes in Assets
and Liabilities
Increase in current
Liabilities
Officers Advances +2,429 0 +15,654 0 $+15,654
-------- -------- -------- -------- --------
Net cash used in
operating Activities $ 0 $ 0 $ 0 $ 0 $ -2,100
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
-------- -------- -------- -------- --------
Net increase
(decrease)
in cash $ 0 $ 0 $ 0 $ 0 $ 0
Cash, beginning
of period 0 0 0 0 0
-------- -------- -------- -------- --------
Cash, end of period $ 0 $ 0 $ 0 $ 0 $ 0
-------- -------- -------- -------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements
- 5 -
<PAGE> 8
DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999, and March 31, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized September 10, 1996, under the laws of the
State of Nevada as Discovery Investments, Inc., Inc. The Company
currently has no operations and in accordance with SFAS #7, is
considered a development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly
liquid investments with the maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents
as of September 30, 1999.
- 6 -
<PAGE> 9
DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 1999, and March 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilative common stock equivalents had been converted to common
stock. As of September 30, 1999, the Company had no dilative
common stock equivalents such as stock options.
Year End
The Company has selected March 31st as its year-end.
- 7 -
<PAGE> 10
DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 1999, and March 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Year 2000 Disclosure
The year 2000 issue is the result of computer programs being
written using two digits rather than four to define the
applicable year. Computer programs that have time sensitive
software may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in a system failure or
miscalculations causing disruption of normal business
activities. Since the Company currently has no operating
business and does not use any computers, and since it has no
customers, suppliers or other constituents, there are no
material Year 2000 concerns.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended September
30, 1999, 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, 1999, is as follows:
<TABLE>
<S> <C>
Net operation loss carry forward $2,100
Valuation allowance $2,100
Net deferred tax asset $ 0
</TABLE>
The federal net operating loss carry forward will expire in 2017.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
- 8 -
<PAGE> 11
DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 1999, and March 31, 1999
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of Discovery Investments, Inc. consists of
25,000,000 shares with a par value of $0.001 per share.
Preferred Stock
Discovery Investments, Inc. has no preferred stock.
On September 15, 1996, the Company issued 21,000 shares of its no par
value common stock in consideration of $2,100 in cash.
On March 15, 1999, the Company filed with the Secretary of State of
Nevada, a Certificate of Amendment of its 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.
Further, the Company forward split its common stock 100:1,
thus increasing the number of outstanding common stock shares from
21,000 shares to 2,100,000.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal
course of business. However, the Company does not have significant cash
or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to
continue as a going concern. It is the intent of the Company to seek a
merger with an existing, operating company. Until that time, the
stockholders/officers and or directors have committed to advancing the
operating costs of the Company interest free.
- 9 -
<PAGE> 12
DISCOVERY INVESTMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
September 30, 1999, and March 31, 1999
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An
officer 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 of 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 interests. The
Company has not formulated a policy for the resolution of such
conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
- 10 -
<PAGE> 13
Item II. Management's Discussion and Analysis or Plan of
Operation
Results of Operation.
The Company has not commenced business activities and has no assets or
operations. The Company has commenced negotiations with the shareholders of
LLO-Gas, Inc., a Delaware corporation, to acquire the company. See Part II, Item
5, below. Until such time as the Company has completed this acquisition, the
Company is dependent upon its officers to meet any de minimis costs which may
occur.
Kimberly Lynn Jack, 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 she is an officer
and director of the Company when the obligation is incurred. All advances are
interest-free.
In addition, since the Company has had no operating history nor any
revenues or earnings from operations, with no significant 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 which
will increase continuously until the Company can consummate a business
combination with a profitable business opportunity and consummate such a
business combination.
PART II
OTHER INFORMATION
Item 1 - Legal Proceedings ...........................................None
Item 2 - Changes in the Rights of the Company's
Security Holders ............................................None
Item 3 - Defaults by the Company on its
Senior Securities ...........................................None
Item 4 - Submission of Matter to Vote of Security
Holders .....................................................None
<PAGE> 14
Item 5 - Other Information
The Company has entered into a Letter of Intent to acquire all of the
issued and outstanding stock of LLO-Gas, Inc., a Delaware corporation, in
exchange for not to exceed 8,500,000 shares of the common stock of the Company.
LLO-Gas, Inc. owns seven (7) ARCO AM/PM gas station/convenience stores recently
acquired from Atlantic Richfield Company, a Delaware corporation. The total
purchase price paid by LLO-Gas, Inc. on or about October 26, 1999 to Atlantic
Richfield Company was the approximately sum of $9,467,000. Credit Suisse/CSFC
provided secured financing in the approximate sum of $7,750,000 to LLO- Gas,
Inc. to complete the transaction and the balance of the funds was provided by
unsecured loans from third parties or from cash contributions or loans to
LLO-Gas, Inc. by its shareholder(s). The Company and the shareholder(s) of
LLO-Gas, Inc. are in the process of completing the definitive agreements
covering the proposed transaction which will include LLO-Gas, Inc.'s,
representations and warranties satisfactory to the parties that LLO-Gas, Inc.
will have proper financial information and such additional information so that
the Company can file all applicable documents to comply with the Securities Act
of 1934, as amended.
Item 6 - Exhibits and Reports on Form 8-K .................................None
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: November 19, 1999 DISCOVERY INVESTMENTS, INC.
(Company)
By: /s/ Kimberly Lynn Jack
--------------------------
Kimberly Lynn Jack
President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 15,654
<BONDS> 0
0
0
<COMMON> 2,100
<OTHER-SE> (15,654)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 2,429
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 2,429
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,429)
<EPS-BASIC> (.001)
<EPS-DILUTED> (.001)
</TABLE>
