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

                                   FORM 10-QSB

(Mark One)
         [ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended March 31, 2002.

         [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

         For the transition period from ________________to_______________

                         Commission file number: 0-27704

                           DIGITAL DATA NETWORKS, INC.
                 (Name of small business issuer in its charter)


Washington                                              91-1426372
(State or other jurisdiction of                         (IRS Employer
incorporation or organization)                          Identification No.)

3102 Maple Avenue, Suite 230
Dallas, Texas  75201                                    (214) 969-7200
(Address of principal executive offices)             (Issuer's telephone number)



As of April 30, 2002, 2,452,641 shares of Common Stock were outstanding.


<PAGE>



                                      INDEX

                                                                        Page

PART I. FINANCIAL INFORMATION

     Item 1. Consolidated Financial Statements                          3

     Item 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations                        9

     Item 3. Quantitative and Qualitative Disclosure about              10
             Market Risk

PART II. OTHER INFORMATION

     Item 1. Legal Proceedings                                          (a)

     Item 2. Changes in Securities                                      (a)

     Item 3. Defaults Upon Senior Securities                            (a)

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

     Item 5. Other Information (a)

     Item 6. Exhibits and Reports on Form 8-K                           (a)

SIGNATURES                                                              11


----------------------------------------------------------------------------

(a)  There are no issues requiring disclosure for these items and they have
     therefore been omitted.

<PAGE>


PART I.  FINANCIAL INFORMATION
Item 1.  Consolidated Financial Statements

                           DIGITAL DATA NETWORKS, INC.
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)
<TABLE>
<CAPTION>

                                                                                 December 31,       March 31,
                                                                                   2001                2002
                                                                                 (audited)          (unaudited)
                                                                                -----------         ---------

  Current assets:
<S>                                                                             <C>                 <C>
    Cash and cash equivalents                                                   $       26          $      1
    Trade accounts receivable, net of allowances
       for doubtful accounts of $8                                                      93                38
    Prepaid expenses and other current assets                                           51                55
    Receivables from officer and director, net of reserves of $36                       95                71
                                                                                ----------          --------
       Total current assets                                                            265               165
  Equipment, net of accumulated depreciation                                            39                31
  Other assets                                                                           1                 1
                                                                                ----------          --------

  Total assets                                                                  $      305          $    197
                                                                                ==========          ========

  Current liabilities:
    Accounts payable                                                            $      100          $     88
    Accrued payroll and related                                                         22                16
    Unearned income                                                                    124                83
    Other accrued liabilities                                                           45                45
    Notes payable                                                                      167               155
                                                                                ----------          --------
       Total current liabilities                                                       458               387
                                                                                ----------          --------
  Commitments and contingencies (Note 3)

  Stockholders' deficit:
     Preferred stock, no par value, 1,000,000 shares authorized,
       no shares issued or outstanding                                                   -                 -
    Common stock, no par value, 10,000,000 shares authorized,
      2,458,390 and 2,452,641 shares issued and outstanding                         13,403            13,402
    Accumulated deficit                                                            (13,556)          (13,592)
                                                                                ----------          --------
       Total stockholders' deficit                                                    (153)             (190)
                                                                                ----------          --------

       Total liabilities and stockholders' deficit                              $      305          $    197
                                                                                ==========          ========
</TABLE>












                 See accompanying notes to financial statements

                                       3
<PAGE>


                           DIGITAL DATA NETWORKS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in Thousands, Except Per Share Data)
<TABLE>
<CAPTION>

                                                                                 Three Months Ended March 31,
                                                                                -----------------------------
                                                                                     2001         2002
                                                                                   -------       ------
<S>                                                                                <C>           <C>
Revenues                                                                           $   221       $  140
                                                                                   -------       ------

Expenses:
   Direct operating costs                                                              111           58
   Salaries and related                                                                 91           83
   Marketing, general and administrative                                                38           33
                                                                                   -------       ------

      Total expenses                                                                   240          174
                                                                                   -------       ------

Loss from operations                                                                   (19)         (34)
                                                                                   -------       ------

Other income (expense):
   Interest expense                                                                     (2)          (3)
   Interest income                                                                       4            1
                                                                                   -------       ------

      Total other income (expense), net                                                  2           (2)
                                                                                   -------       ------

Net Loss                                                                           $   (17)      $  (36)
                                                                                   =======       ======

Net loss per share - basic and diluted                                             $ (0.01)      $(0.02)
                                                                                   =======       ======

Weighted average shares outstanding                                                  2,305        2,455
                                                                                   =======       ======
</TABLE>
























                 See accompanying notes to financial statements

                                       4
<PAGE>


                           DIGITAL DATA NETWORKS, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                                   (Unaudited)
                                 (In Thousands)


<TABLE>
<CAPTION>




                                                            Common Stock             Accumulated
                                                      Shares            Amount          Deficit          Total
                                                      ------            ------          -------          ------

<S>                                                    <C>            <C>            <C>                 <C>
Balance, December 31, 2001                             2,458          $ 13,403       $ (13,556)          $ (153)

Cancellation of shares in exchange for
   note receivable                                        (6)               (1)              -               (1)

Net loss                                                   -                 -             (36)             (36)
                                                       -----          --------       ---------           ------

Balance, March 31, 2002                                2,452          $ 13,402       $ (13,592)          $ (190)
                                                       =====          ========       =========           ======
</TABLE>


































                 See accompanying notes to financial statements

                                       5
<PAGE>



                           DIGITAL DATA NETWORKS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Dollars in Thousands)

<TABLE>
<CAPTION>

                                                                                    Three Months Ended March 31,
                                                                                         2001            2002
                                                                                         ----            ----

Cash flows from operating activities
<S>                                                                                    <C>             <C>
Net Loss                                                                               $  (17)         $ (36)
   Adjustments to reconcile net loss to net cash
     used by operating activities
       Depreciation and amortization                                                        4              8
       Decrease (increase) in accounts receivable                                          (8)            55
       Decrease in accounts payable and accrued liabilities                               (41)           (18)
       Decrease in unearned revenue                                                       (29)           (41)
       Other                                                                               29             22
                                                                                       ------          -----
Net cash used in operating activities                                                     (62)           (10)
                                                                                       ------          -----

Cash flows from investing activities
   Purchases of equipment                                                                 (80)             -
                                                                                       ------          -----
Net cash used in investing activities                                                     (80)             -
                                                                                       ------          -----

Cash flows from financing activities
   Proceeds from exercise of stock options                                                  9              -
   Debt principal payments                                                                  -            (15)
                                                                                       ------          -----
Net cash provided (used) by financing activities                                            9            (15)
                                                                                       ------          -----

Net decrease in cash and cash equivalents                                                (133)           (25)

Cash and cash equivalents
   Beginning of Period                                                                    347             26
                                                                                       ------          -----

   End of Period                                                                       $  214          $   1
                                                                                       ======          =====
</TABLE>




















          See accompanying notes to consolidated financial statements

                                        6

<PAGE>

                           Digital Data Networks, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1  Description of Business

Digital Data Networks, Inc. ("the Company" or DDN"), a wireless, passenger
communication and advertising company, is principally engaged in the operation
of a "digital information network", a network of computerized electronic message
displays that deliver current news, information and advertising to riders
on-board public transit vehicles. The digital information network consists of a
series of electronic information displays utilizing digital radio transmission
technology. The Company, incorporated in 1988, operates a digital information
network in Dallas, Texas under the name The Transit Network. Through an
arrangement with a third party, the Company also derives revenue from selling
truckside advertising.

The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim financial information and with the instructions to Form
10-QSB. Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements. These consolidated financial
statements should be read in conjunction with the consolidated financial
statements and related notes thereto included in the Company's 2001 Annual
Report on Form 10-KSB. In the opinion of management, all adjustments, consisting
only of normal recurring accruals, considered necessary for a fair presentation
have been included. Operating results for the three-month period ended March 31,
2002 are not necessarily indicative of the results that may be expected for the
year.

Note 2  Financial Condition, Liquidity and Going Concern

The Company continues to experience net losses and negative cash flows from
operations, and has an accumulated deficit at March 31, 2002 of approximately
$13.6 million and a negative working capital position. The Company has a
contract to provide services with the Dallas Area Rapid Transit ("DART"), which
was extended for one year and which now expires in October 2002. If DART wishes
to continue having a digital information network on its vehicles, as the Company
believes it does, DART must solicit new proposals for this project via a Request
for Proposal ("RFP"), and allow any and all interested parties to submit a bid.
While the Company intends to respond to this RFP and hopes to enter into a new
contract in order to continue providing services to DART, there can be no
assurance that the Company will be the successful bidder or that a new contract
would have terms similar to the current contract. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.

The ability of the Company to generate positive cash flows from operations and
net income, is dependent, among other things, on market conditions, the recovery
of recorded assets, cost control, identifying and securing additional revenue
sources, and the Company's ability to raise capital under acceptable terms. The
Company has pursued merger possibilities and continues to do so. While the
Company has had some successes in these endeavors in the past, there can be no
assurance that its efforts will be successful in the future. These financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.

At May 10, 2002, the Company has cash balances of approximately $47,000. The
Company believes that its cash reserves and cash flows from operations may be
adequate to fund its operations through June 2002. If additional revenue sources
or cash infusions are not realized, the Company may need to dramatically change
its business plan, sell or merge its business, or face bankruptcy. In addition,
the issuance of equity or equity-related securities will dilute the ownership
interest of existing stockholders.

Note 3  Revenue Recognition

In accordance with the guidance provided in EITF 99-19, "Reporting Revenue Gross
as Principal Versus Net as an Agent," the Company recognizes some revenue gross
as a principal and other revenue net as an agent. For each revenue source, the
Company has analyzed the features of the applicable arrangements and the
presence or absence of indicators of net versus gross reporting in those
arrangements.

All revenue included in the December 31, 2001 Annual Report was recognized on a
gross basis as the Company was the primary obligor in the transaction. In
January 2002, the Company changed its contract terms for truckside advertising,
whereas a third party became the primary obligor in the transaction. The Company
now only receives

                                       7
<PAGE>

Note 3  Revenue Recognition (continued)

a commission from the third party as the Company is acting as the agent in the
transaction. Accordingly, truckside advertising revenues are now recognized on a
net basis as commissions in accordance with EITF 99-19.

Note 4  Commitments and Contingencies

The Company is subject to various legal proceedings and claims that arise in the
ordinary course of business. Company management currently believes that
resolution of such legal proceedings will not have a material adverse impact on
the Company's financial position, results of operations or cash flows.






                                       8
<PAGE>

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


         The following discussion and analysis should be read in conjunction
with the Company's interim consolidated financial statements included elsewhere
in this Quarterly Report on Form 10-QSB (the "Quarterly Report") and with the
Company's consolidated annual financial statements and management's discussion
and analysis included in the Company's December 31, 2001 Annual Report on Form
10-KSB (the "Annual Report"). This Quarterly Report and the Annual Report
include forward-looking statements that involve risks and uncertainties, such as
statements of the Company's plans, objectives, expectations and intentions.
Forward-looking statements, within the meaning of Section 21E of the Securities
and Exchange Act of 1934, are made throughout this Management's Discussion and
Analysis of Financial Condition and Results of Operations. For this purpose, any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. Without limiting the foregoing, the
words "believes", "anticipates", "plans", "expects", "estimates" and similar
expressions are intended to identify forward-looking statements. There are a
number of important factors that could cause the results of the Company to
differ materially from those indicated herein.



Results of Operations

         Revenues decreased from $221,000 to $140,000 during the three months
ended March 31, 2002, as compared to the prior year period. Transit advertising
decreased $48,000, due to decreased demand and because the Marquee Headliner
product was not providing revenue for a two-month period while production and
installation was being completed for a new advertiser. Truckside advertising
declined $33,000, as the Company is devoting substantially all of its
revenue-generating efforts to transit advertising.

         Total expenses decreased from $240,000 to $174,000 during the three
months ended March 31, 2002, as compared to the three months ended March 31,
2001. Direct operating costs decreased significantly from $111,000 to $58,000,
primarily due to decreased truckside advertising costs resulting from decreased
truckside advertising revenues. Salaries and related decreased $8,000, primarily
due to lower commissionable revenue, and marketing, general and administrative
expenses did not change significantly, decreasing from $38,000 to $33,000
compared to the prior year period.

         As a result of the decrease in revenues exceeding the decrease in
expenses, the net loss increased to $36,000 for the three months ended March 31,
2002 as compared to $17,000 for the same period of the prior year.

         The Company continues to record a valuation allowance for the full
amount of deferred income taxes, which would otherwise be recorded for tax
benefits relating to operating losses, as realization of such deferred tax
assets cannot be determined to be more likely than not.

Financial Condition, Liquidity and Capital Resources

         Net cash used in operating activities for the three months ended March
31, 2002 was $10,000, a $52,000 decrease as compared to the $62,000 used during
the comparative prior year period. The decrease in cash used in operating
activities resulted primarily from reduced decreases in accounts payable and
other accrued liabilities during 2002 as compared to the prior year period.
Investing activities used $80,000 of cash for capital expenditures in 2001 as
compared to no capital expenditures in 2002. Financing activities used cash of
$15,000 in 2002 for payments on the DART note payable as compared to no debt
payments made in 2001.

         At March 31, 2002, the Company's principal current assets consisted
primarily of $38,000 of accounts receivable, $71,000 of receivables from
officers and directors, and $55,000 of prepaid expenses. The Company's principal
liabilities consisted of $104,000 in accounts payable and accrued payroll and
related liabilities, $83,000 of unearned income, and $155,000 of notes payable.

                                       9
<PAGE>

         The Company continues to experience net losses and negative cash flows
from operations, and has an accumulated deficit at March 31, 2002 of
approximately $13.6 million and a negative working capital position. The Company
has a contract to provide services with the Dallas Area Rapid Transit ("DART"),
which was extended for one year and which now expires in October 2002. If DART
wishes to continue having a digital information network on its vehicles, as the
Company believes it does, DART must solicit new proposals for this project via a
Request for Proposal ("RFP"), and allow any and all interested parties to submit
a bid. While the Company intends to respond to this RFP and hopes to enter into
a new contract in order to continue providing services to DART, there can be no
assurance that the Company will be the successful bidder or that a new contract
would have terms similar to the current contract. As noted in an explanatory
paragraph in the report of Independent Certified Public Accountants on the
Company's annual audited consolidated financial statements included in the
Annual Report, these conditions raise substantial doubt about the Company's
ability to continue as a going concern.

         The ability of the Company to generate positive cash flows from
operations and net income, is dependent, among other things, on market
conditions, the recovery of recorded assets, cost control, maintaining existing
revenue-producing activities, identifying and securing additional revenue
sources, and the Company's ability to raise capital under acceptable terms. The
Company has pursued merger possibilities and continues to do so. While the
Company has had some successes in these endeavors in the past, there can be no
assurance that its efforts will be successful in the future. These financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.

At May 10, 2002, the Company has cash balances of approximately $47,000. The
Company believes that its cash reserves and cash flows from operations may be
adequate to fund its operations through June 2002. If additional revenue sources
or cash infusions are not realized, the Company may need to dramatically change
its business plan, sell or merge its business, or face bankruptcy. In addition,
the issuance of equity or equity-related securities will dilute the ownership
interest of existing stockholders.


Item 3.   Quantitative and Qualitative Disclosure about Market Risk

         The Company believes that it does not have any material exposure to
interest or commodity risks. The Company does not own any derivative instruments
and does not engage in any hedging transactions.

                                       10
<PAGE>



                                   SIGNATURES

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.



                                   Digital Data Networks, Inc.
                                  (Registrant)


Date:     May 14, 2002             By:    /s/   Donald B. Scott, Jr.
                                   ------------------------------
                                   Donald B. Scott, Jr., President



Date:     May 14, 2002             By:    /s/   Richard J. Boeglin
                                   ----------------------------
                                   Richard J. Boeglin
                                   Vice President, Finance & Operations








                                       11