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 June 30, 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.
        (Exact name of small business issuer as specified 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 August 9, 2002, 2,652,641 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 Market Risk                                       10

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                        11

SIGNATURES                                                              12


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

(a)      There are no issues requiring disclosure for these items and they have
         therefore been omitted.
                                       2
<PAGE>


PART I.  FINANCIAL INFORMATION
Item 1.  Consolidated Financial Statements

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

                                                                                 December 31,             June 30,
                                                                                    2001               2002
                                                                                 (audited)      (unaudited)
                                                                                 ---------      -----------
  Current assets:
<S>                                                                                <C>               <C>
    Cash and cash equivalents                                                      $    26           $     9
    Trade accounts receivable, net of allowances
       for doubtful accounts of $8                                                      93                 7
    Prepaid expenses and other current assets                                           51                43
    Receivables from officer and director, net of reserves of $36                       95                67
                                                                                    ------           -------
       Total current assets                                                            265               126
  Equipment, net of accumulated depreciation                                            39                24
  Other assets                                                                           1                 1
                                                                                    ------           -------

  Total assets                                                                     $   305           $   151
                                                                                    ======            ======

  Current liabilities:
    Accounts payable                                                               $   100           $    45
    Accrued payroll and related                                                         22                16
    Unearned income                                                                    124               109
    Other accrued liabilities                                                           45                58
    Notes payable                                                                      167               143
                                                                                    -----            -------
       Total current liabilities                                                       458               371
                                                                                    ------           -------


  Commitments and contingencies (Note 4)

  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)          (13,622)
                                                                                    ------           -------
       Total stockholders' deficit                                                   (153)              (220)
                                                                                    ------           ------

       Total liabilities and stockholders' deficit                                 $   305           $   151
                                                                                    ======            ======
</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                  Six Months
                                                     Ended June 30,               Ended June 30,
                                                     --------------               --------------
                                                 2001            2002            2001            2002
                                               --------      ---------      ----------       -------------



<S>                                           <C>            <C>            <C>              <C>
   Revenues                                   $     221      $     170      $     442        $   310
                                               --------       --------       --------         ------

   Expenses:
     Direct operating costs                          81             61            194            120
     Salaries and related                            89             91            180            174
     Marketing, general and administrative           42             45             78             77
                                               --------       --------       --------         ------

       Total expenses                               212            197            452            371
                                               --------       --------       --------         ------

   Income (loss) from operations                      9            (27)           (10)           (61)
                                               --------       --------       --------         ------

   Other income (expense):
     Interest expense                                (2)            (4)            (4)            (7)
     Interest income                                  5              1              9              2
     Unrealized loss on equity securities            (2)             -             (2)             -
                                               ---------      --------       --------         ------

       Total other income (expense), net              1             (3)             3             (5)
                                               --------       --------       --------         ------

   Net income (loss)                          $      10      $     (30)     $      (7)       $   (66)
                                               ========       ========       ========         ======

   Net income (loss) per share -
        basic and diluted                     $    0.00      $   (0.01)     $    0.00        $ (0.03)
                                               ========       ========       ========         ======

    Weighted average shares outstanding           2,358         2,453           2,332          2,454
                                               ========       ========       ========         ======
</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                                                   -                 -             (66)             (66)
                                                       -----           -------        --------            -----

Balance, June 30, 2002                                 2,452          $ 13,402       $ (13,622)          $ (220)
                                                       =====           =======        ========            =====
</TABLE>



































                 See accompanying notes to financial statements

                                       5
<PAGE>




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

                                                                                      Six Months Ended June 30,
                                                                                         2001            2002
                                                                                         ----            ----

Cash flows from operating activities:
<S>                                                                                     <C>            <C>
Net Loss                                                                                $   (7)        $  (66)
   Adjustments to reconcile net loss to net cash
     used by operating activities
       Depreciation and amortization                                                        14             15
       Decrease in accounts receivable                                                       1             86
       Decrease in prepaid expenses and other current assets                                 7              8
       Decrease in accounts payable and accrued liabilities                                (55)           (48)
       Decrease in unearned income                                                        (117)           (15)
       Other                                                                                 1             29
                                                                                         -----         ------
Net cash provided (used) in operating activities                                          (156)             9
                                                                                         -----         ------

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

Cash flows from financing activities
   Debt principal payments                                                                   -            (24)
   Proceeds from exercise of stock options                                                   9              -
                                                                                         -----          -----
Net cash provided (used) by financing activities                                             9            (24)
                                                                                         -----          -----

Net decrease in cash and cash equivalents                                                 (227)           (17)

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

   End of Period                                                                        $  120         $    9
                                                                                         =====          =====

-------------------------------------------------------------------------------------------------------------
Non-cash financing activity
   Cancellation of shares in exchange for notes receivable                              $    -         $    6

</TABLE>
See accompanying notes to financial statements

                                        6
<PAGE>



                           Digital Data Networks, Inc.
                          NOTES TO 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
agreement with a third party, the Company also derives revenue from previously
sold 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 six-month period ended June 30,
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 June 30, 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, it can extend the Company's contract again or solicit new
proposals for this project via a Request for Proposal ("RFP") and allow any and
all interested parties to submit a bid. There is no guarantee that DART will
extend the Company's contract. While the Company intends to respond to any 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 would 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.

The Company believes that its existing cash and cash flows from operations,
supplemented by cash received from the sale of its common stock and collection
of related party notes receivable, should be adequate to fund its operations
through the end of the year. If additional revenue sources or cash infusions are
not realized, the Company may need to change its business plan, sell or merge
its business, or consider other alternatives.

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.

                                       7
<PAGE>



Note 3  Revenue Recognition (continued)

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. For
contracts entered into in 2002, a third party became the primary obligor in some
transactions, resulting in the Company receiving a commission from the third
party as the Company is acting as the agent in those transactions. 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.

Note 5  Subsequent Event

The Company is in the process of seeking to sell a total of 1,250,000 shares of
its common stock at an offering price of $0.08 per share. Subsequent to June 30,
2002, the Company issued 200,000 shares of its common stock through private
placements under Section 4(2) of the Securities Act of 1933 in exchange for cash
of $16,000 from one accredited investor.



                                       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 $170,000 for the three-month period
ended June 30, 2002 as compared to the prior year period. Transit advertising
decreased $18,000, due to a decline of $35,000 from electronic information
system revenue, which was partially offset by an increase of $17,000 from
Marquee Headliner revenue. Truckside advertising decreased approximately
$33,000, due to the fact that the Company has been devoting substantially all of
its revenue-generating efforts to transit advertising in 2002. For the six-month
period ended June 30, 2002, transit advertising and truckside advertising each
declined by $66,000, contributing to an overall decrease in revenues from
$442,000 to $310,000.

         Total expenses for the three-month period ended June 30, 2002 decreased
from $212,000 to $197,000 as compared to the prior year period, while total
expenses for the six-month period decreased from $452,000 to $371,000, primarily
due to $28,000 and $94,000 decreases, respectively, in direct costs. Direct
operating costs decreased significantly primarily due to a substantial decline
in truckside advertising revenues, of which approximately 80% was required for
production and installation. For the six-month period ending June 30, 2002,
salaries and related decreased from $180,000 to $174,000, primarily the result
of sales commissions being paid on lower revenues, and, marketing, general and
administrative expenses decreased from $78,000 to $77,000, primarily due to
reduced legal and accounting expenditures.

         As a result of the decrease in revenues exceeding the decrease in
expenses, the net loss increased to $30,000 for the three months ended June 30,
2002, from net income of $10,000 for the comparative prior year period, and to
$66,000 for the six months ended June 30, 2002 as compared to $7,000 for the
prior year period.

         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 assets
cannot be determined to be more likely than not.

Financial Condition, Liquidity and Capital Resources

         Net cash provided by operating activities for the six months ended June
30, 2002 was $9,000, a $165,000 increase as compared to the $156,000 used
during the comparative prior year period. The decrease in cash used in operating
activities resulted primarily from a larger decrease in accounts receivable and
smaller decrease in deferred revenue during the 2002 year period as compared to
2001. 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 $24,000 in 2002 for payments on the DART note payable as compared to no debt
payments made in the prior year period.

                                       9

<PAGE>

         The Company continues to experience net losses and negative cash flows
from operations, and has an accumulated deficit at June 30, 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, it can extend the Company's contract again or solicit
new proposals for this project via a Request for Proposal ("RFP") and allow any
and all interested parties to submit a bid. There is no guarantee that DART will
extend the Company's contract. While the Company intends to respond to any 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 would 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, 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.

         The Company believes that its existing cash and cash flows from
operations, supplemented by cash received from the sale of its common stock and
collection of related party notes receivable, should be adequate to fund its
operations through the end of the year. If additional revenue sources or cash
infusions are not realized, the Company may need to change its business plan,
sell or merge its business, or consider other alternatives.

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>


PART II.  OTHER INFORMATION
Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibit 99.1 - Certification by CEO pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002.
         (b) Exhibit 99.2 - Certification by CFO pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002.
         (c) Reports on Form 8-K - On August 7, 2002, the Company filed a
             Current Report on Form 8-K having an August 6, 2002 date of report.
             Pursuant to a unanimous consent dated July 8, 2002, the board of
             directors of the Company authorized the Company to offer, issue and
             sell in a private offering ("Offering") a maximum of 1,250,000
             shares of common stock ("Shares") at an offering price of $0.08 per
             share for working capital and general corporate purposes.

             The Offering was made in conformity with Section 4(2) under the
             Securities Act of 1933, as amended (the "Act") and Rule 506
             thereunder. Under the Offering, a single investor subscribed for
             the purchase of 200,000 shares, payable in the amounts of $8,000 on
             July 19, 2002 and $8,000 on August 6, 2002. As of the date of this
             report, no other shares have been sold. The registrant claims the
             exemption from registration afforded by Section 4(2) of the Act. No
             underwriter was involved in the transaction, the purchaser took the
             shares for investment and not with a view to distribution and the
             certificate for the shares, when issued, will bear a restrictive
             legend stating that the shares may not be sold in the absence of an
             effective registration statement or an opinion of counsel that
             registration is not required.


                                       11
<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:     August 9, 2002          By:    /s/   Donald B. Scott, Jr.
                                  ------------------------------
                                  Donald B. Scott, Jr., President



Date:     August 9, 2002          By:    /s/   Richard J. Boeglin
                                  ----------------------------
                                  Richard J. Boeglin
                                  Vice President, Finance & Operations



                                       12
<PAGE>