U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                            FORM 10-QSB SEC File No:
                                   33-14982-LA

[X]      QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000.

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO ___________




                           DIGITAL D.J. HOLDINGS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


    Nevada                        33-14982-LA                    77-0530472
--------------------------------------------------------------------------------
(State or other                   (Commission                   (IRS Employer
jurisdiction of                   File Number)               Identification No.)
incorporation)


                657 Third Street, San Francisco, California 94107
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)


Company's telephone number, including area code:      (415) 597-8878
                                                --------------------


        1658 E. Capitol Expressway, Suite 294, San Jose, California 95121
--------------------------------------------------------------------------------
          (Former name or former address, 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 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.

                                                                [X] Yes   [ ] No

                                        1


<PAGE>


State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:

     14,017,526 Shares as of the date of this report.

Transitional Small Business Disclosure Format (check one):      [ ] Yes   [X] No




                                        2


<PAGE>


                            BREAKTHROUGH ELECTRONICS

              Form 10-QSB for the Quarter ended September 30, 2000

                                Table of Contents

                                                                          Page
         FINANCIAL INFORMATION                                               4

PART 1 - ITEM 2..............................................................4
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS FOR DIGITAL D.J. HOLDINGS, INC............4

     CAUTION REGARDING FORWARD-LOOKING INFORMATION...........................4
     ---------------------------------------------
     OVERVIEW OF THE COMPANY.................................................4
     -----------------------

PART II - OTHER INFORMATION..................................................8
     ITEM 1 - LEGAL PROCEEDINGS..............................................8
     ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS......................9
     ITEM 3 - DEFAULTS UPON SENIOR SECURITIES................................9
     ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............9
     ITEM 5 - OTHER INFORMATION..............................................9
     ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K...............................9
     SIGNATURES..............................................................9





                                        3


<PAGE>


                                         DIGITAL HOLDINGS, INC. AND SUBSIDIARIES
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                      CONSOLIDATED BALANCE SHEET

                                                              September 30, 2000

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


                                     ASSETS

Current assets

     Cash                                                 $         21,108
     Accounts receivable                                            45,000
     Prepaid income taxes                                           20,000
     Other current assets                                            5,966
                                                          ----------------

         Total current assets                                       92,074

Property and equipment, net                                         29,870
Other assets                                                        28,420
                                                          ----------------

                  Total assets                            $        150,364
                                                          ================


   The accompanying notes are an integral part of these financial statements

                                       F-1

<PAGE>

                                         DIGITAL HOLDINGS, INC. AND SUBSIDIARIES
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                      CONSOLIDATED BALANCE SHEET

                                                              September 30, 2000

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


                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities

     Accounts payable                                          $        182,307
     Short-term loans                                                    35,665
     Notes payable                                                      100,000
     Accrued expenses and other current liabilities                     181,399
     Deferred revenue                                                 1,262,500
     Current portion of capital lease obligations                        19,243
                                                               ----------------

         Total current liabilities                                    1,781,114

Capital lease obligations, net of current portion                        10,938
                                                               ----------------

              Total liabilities                                       1,792,052
                                                               ----------------

Commitments and contingencies

Minority interest                                                         1,142
                                                               ----------------

Shareholders' deficit
     Preferred stock, no par value
         6,000,000 shares authorized
         no shares issued and outstanding                                     -
     Common stock, $0.001 par value
         50,000,000 shares authorized
         528,701 shares issued and outstanding                              529
     Additional paid-in capital                                      13,323,874
     Deficit accumulated during the development stage               (14,967,233)
                                                               ----------------

              Total shareholders' deficit                            (1,642,830)
                                                               ----------------

                  Total liabilities and shareholders' deficit  $        150,364
                                                               ================

   The accompanying notes are an integral part of these financial statements


                                       F-2

<PAGE>

                                         DIGITAL HOLDINGS, INC. AND SUBSIDIARIES
                                                   (A DEVELOPMENT STAGE COMPANY)
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                             For the Years Ended September 30, 2000 and 1999 and
           for the Period from December 6,1991 (Inception) to September 30, 2000

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

<TABLE>
<CAPTION>

                                                                                          For the
                                                                                        Period from
                                                                                        December 6,
                                                                                           1991
                                                            For the Years Ended       (Inception) to
                                                               September 30,           September 30,
                                                           2000            1999            2000
                                                       ------------    ------------    ------------
<S>                                                    <C>             <C>             <C>
Revenues

   Revenues                                            $    465,000    $    444,449    $  1,587,921
   Rental income                                               --            99,094         218,050
                                                       ------------    ------------    ------------

     Total revenues                                         465,000         543,543       1,805,971
                                                       ------------    ------------    ------------

Costs and expenses

   Cost of revenues                                             245          24,261       1,208,096
   Cost of rental income                                       --            80,398         199,542
   Loss on inventory write down                                --              --         2,271,203
   Loss on sales or write down of property and
     equipment                                                 --            12,188         600,296
   Research and development                                 411,808         371,859       4,173,132
   Selling, general, and administrative                   1,093,261         803,867       9,576,645
                                                       ------------    ------------    ------------

       Total costs and expenses                           1,505,314       1,292,573      18,028,914
                                                       ------------    ------------    ------------

Loss from operations                                     (1,040,314)       (749,030)    (16,222,943)
                                                       ------------    ------------    ------------

Other income (expense)
   Gain on sale of property and equipment                    19,137            --            19,137
   Interest expense, net                                    (96,988)        (86,379)       (201,069)
   Other                                                     25,560          (6,804)         21,898
                                                       ------------    ------------    ------------

     Total other income (expense)                           (52,291)        (93,183)       (160,034)
                                                       ------------    ------------    ------------

Loss before provision for income taxes and
   extraordinary item                                    (1,092,605)       (842,213)    (16,382,977)

Provision for income taxes                                     --             3,000          10,290
                                                       ------------    ------------    ------------

Loss before extraordinary item                           (1,092,605)       (845,213)    (16,393,267)

Extraordinary item

   Gain on restructuring of accounts payable, net of
     income tax expense of $0, $10,000, and $10,000          55,314       1,370,720       1,426,034
                                                       ------------    ------------    ------------
</TABLE>

   The accompanying notes are an integral part of these financial statements

                                       F-3

<PAGE>


PART 1 - ITEM 2

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS FOR DIGITAL D.J. HOLDINGS, INC.

         The following  discussion of the  financial  conditions  and results of
operations  of the  Company  should be read in  conjunction  with the  financial
statements, including notes thereto, for the Company.

CAUTION REGARDING FORWARD-LOOKING INFORMATION
---------------------------------------------

         This quarterly report contains certain  forward-looking  statements and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to  the  Company  or  management.   When  used  in  this  document,   the  words
"anticipate,"   "believe,"   "estimate,"   "expect"  and  "intend"  and  similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward- looking  statements.  Such statements reflect the current view
of the  Company  regarding  future  events and are  subject  to  certain  risks,
uncertainties  and  assumptions,  including  the risks or  uncertainties  noted.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying  assumption prove incorrect,  actual results may vary materially from
those  described  herein  as  anticipated,   believed,  estimated,  expected  or
intended. In each instance,  forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.

OVERVIEW OF THE COMPANY
-----------------------

         Digital D.J. Holdings, Inc. (the "Company") was incorporated as "Golden
Queens  Mining  Company" on July 31, 1986 under the laws of the State of Nevada,
primarily for the purpose of exploration,  development and production of certain
mining  properties  located in Esmeralda  County,  Nevada.  In July,  1987,  the
Company changed its name to  "Breakthrough  Electronics,  Inc.,"  terminated its
activities  in the mining  business,  and began  efforts  to develop  and market
electronic  products,  including a telephone device designed to screen telephone
calls,  acquired from its then President.  This business was terminated  several
years ago. On November  22,  1999,  the Company  acquired  Digital  D.J.,  Inc.,
pursuant to a reverse triangular merger in a transaction in which  approximately
12,466,992  shares of the Company's common stock were issued to the shareholders
of Digital D.J., Inc. (the  "Reorganization").  The  Reorganization  resulted in
control of the Company  transferring from the former  shareholders to the former
shareholders   of  Digital   D.J.,   Inc.  The  terms  and   conditions  of  the
Reorganization are set forth in the Company's Form 8-K filed with the Commission
for the period beginning on November 22, 1999.

         Digital DJ Inc. was incorporated in December 1991. Its primary business
activity  was the  development  and  marketing  of a digital  data  system  that
provides  a  variety  of  information  services  to  radio  listeners  using  FM
subcarrier technology.  On April 1, 1999, the Company established a wholly owned
subsidiary, FM Intelligent  Transportation Systems, Inc. (FMITS), which provided
a


                                        4


<PAGE>


traffic  information service in the mobile market, with an initial investment of
$5,000  for  5,000,000  shares of common  stock.  On June 1, 1999,  the  Company
transferred  1,142,376  shares of the common stock of FMITS  (approximately  23%
interest)  to  Nichimen  America,   Inc.  (Nichimen)  in  consideration  of  the
cancellation of accounts payable to Nichimen in the amount of $951,980.

Subsequent Events and Changes

         On  August  30,  2000,  the  Company's  shareholders  and its  Board of
Directors voted to distribute the majority of the outstanding  shares of each of
the Company's  subsidiaries,  Digital D.J., Inc., a California corporation ("DDJ
California"),  Latin  American  Subcarrier  Services,  a California  corporation
("LASS"),  European  Licensing  Group,  a  California  corporation  ("ELG")  and
Domestic  Transmission  Technologies,  a California  corporation ("DTT"), to the
Company's  shareholders.  Ninety-five percent (95%) of the outstanding shares of
each of the subsidiaries  were distributed to the shareholders,  ratably,  based
upon their ownership interest. Approximately 13,316,649 shares of DDJ California
and  approximately  532,666 shares of each of DTT, LASS and ELG were distributed
to the Company's shareholders. The Company retained approximately 700,877 shares
of DDJ California and approximately  28,035 shares of each of ELG, LASS and DTT.
The  shareholders  and the Board of Directors  also voted to amend the Company's
Articles of  Incorporation  to change the  Company's  name to Digital  Holdings,
Inc., and to conduct a twenty-five  for one reverse stock split of the Company's
common  stock.  After  distributing  out  ninety-five  percent (95%) of the core
businesses of the Company to its shareholders, the Company elected to seek other
acquisition  candidates  and to sell up to 1,000,000  shares of its common stock
for up to $.10 per share, to be paid in goods, services or cash.

Results of Operations

         As of September  30,  2000,  the Company is in the  development  stage.
Until  August 30,  2000,  the Company  was  primarily  engaged in  research  and
development  activities.  On August  30,  the  Company  elected  to  divest  its
operating subsidiary and search for an acquisition candidate.  Accordingly,  the
accompanying  consolidated  statements of  operations  should not be regarded as
typical for normal periods of operation. The Company's development stage status,
recurring  net losses and  capital  deficit  raise  substantial  doubt about its
ability to continue as a going concern. Additional financing or restructuring of
its  liabilities  will be  required  in order for the  Company to  complete  its
development  stage  activities.  Management hopes that it will be able to obtain
such financing from new investors, and restructure its liabilities.

         The Company had no operations  or revenues,  or  significant  assets or
liabilities over the past several years until  completion of the  Reorganization
on November 22, 1999. All  representations  of the Company prior to November 22,
1999,  set forth in this  Management's  Discussion  and Analysis  are  therefore
provided  on a pro forma  basis as if the  Reorganization  had  occurred in such
period.  In August,  1998,  the Company  entered into a License  Agreement  with
Deutsche  Telekom  AG to use the  Company's  Radio  Information  System - Europe
Version,  for a term of 5 years  for a total  license  fee of  $1,625,000,  paid
$1,250,000 in 1998, and $125,000, in March of the years 1999, 2000 and 2001 (the
"DT Contract"). The DT Contract constituted the Company's sole source of revenue


                                        5


<PAGE>


in 1998. In January 1999, the Company entered into a license  agreement with its
only other customer, the Netherlands Broadcasting  Transmission Company, for the
same technology for a five year contract,  which  constituted the Company's sole
new source of revenue in 1998. The Netherlands  Broadcasting  contract was for a
five year term for total  license  fees of $300,000,  paid  $200,000 in 1999 and
$25,000 per year in 2000, 2001, 2002 and 2003.  Because the Company licensed its
technology over a five year term it was forced to recognize the revenue from the
licenses over a five year period, rather than on a cash basis.

Three Months Ended September 30, 2000

         Revenue. The Company had no revenues during the quarter ended September
30, 2000.  The decrease in revenue is the result of the lack of new sales in the
quarter ended September 30, 2000.

         Cost of Sales.  The  Company  incurred no cost of sales for the quarter
ended  September  30, 2000.  This decrease is primarily due to the fact that the
Company did not sell any new products  during the quarter  ended  September  30,
2000.

         Operating  Expenses.  The Company has operating  expenses for the three
months ended September 30, 1999 of $_______.

Liquidity and Capital Resources

         Cash and cash equivalents and net working capital  (deficit) totaled $0
and ($0), respectively, as of September 30, 2000. The primary source of cash has
been net proceeds  generated from debt  financings.  The Company has relied upon
loan proceeds from  convertible  promissory  notes and annual payments under its
two license agreements to fund its operations during the periods discussed.  +

         The Company does not have  existing cash and cash  equivalents  or cash
flow from  operations or cash raised  through  private  placements  that will be
sufficient to meet the Company's presently anticipated working capital needs for
the next 13 months.  The Company will be required to obtain additional funds, if
available,  through borrowings or equity  financings.  There can be no assurance
that such  capital  will be available  on  acceptable  terms.  If the Company is
unable to obtain sufficient financing, it may be unable to continue to operate.

Material Changes in Operations

         As discussed  above,  in the three months ended September 30, 2000, the
Company's Board of Directors and  shareholders  voted to change the focus of its


                                        6


<PAGE>


business  plan to shift from a retail and  wholesale  provider of FM  subcarrier
content and hardware and software (and  committed to divest itself of 95% of its
operating and other subsidiaries) to search for an acquisition target.

Year 2000 Compliance

         The Company experienced no Year 2000 complications with its products or
services and experienced no problems due to Year 2000  complications with any of
its key customers, licensees, licensors or vendors.

PART II - OTHER INFORMATION

         ITEM 1 - LEGAL PROCEEDINGS

         The  Company  is not a  party  to or  aware  of any  legal  proceeding,
involving the Company and the Company is not aware of any proceedings  involving
any of the Company's  directors,  officers,  agents,  representatives or persons
that beneficially own 5% or more of the Company's voting securities.

         ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

         On August 30, 2000, the Company's  shareholders  and Board of Directors
voted to:

         1. Amend the  Company's  Articles  of  Incorporation  to conduct a 1:25
reverse  split of the  Company's  common  stock in which  each 25  shares of the
Company's  common  stock  outstanding  would  be  converted  into 1  share.  The
resulting reverse split will reduce the outstanding  shares of common stock from
approximately 14,017,526 to 560,701.

         2. Amend the Company's  Articles of Incorporation to change the name of
the Company.

         3. To distribute 95% of the outstanding shares of each of the Company's
four direct subsidiaries to the Company's shareholders.  Shares of the Company's
primary operating subsidiary, Digital D.J., Inc., a California corporation, will
be  distributed  prior  to  the  reverse  split  on a one  for  one  basis  in a
distribution in which 95% of the full 14,017,526  outstanding prior to the split
will be distributed to the Company's  shareholders  .95 shares of DDJ California
prior to the reverse split.

         ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

         None.

         ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         At 10:00 a.m. on August 30,  2000, a special  meeting of the  Company's
shareholders was held in Irvine,  California.  The meeting involved the election
of directors in which  Tsutomu  Takahisa,  Clifford  Wildes and Mark Van Wagoner


                                        7


<PAGE>


were  elected as  directors of the  Corporation  and  Yasuhiko  Ohmnori and Koyo
Hasagawa  were  removed.  The  shareholders  were also asked to vote in favor or
against the following ballot items:

         1. The  Amendment  to  the  Company's  Articles  of  Incorporation   to
authorize the reverse split of the Company's  outstanding  shares, one share for
every twenty five and the change of the Company's name;

         2. The  distribution  of 95% of the  outstanding  shares of each of the
Company's four subsidiaries to the Company shareholders, ratably;

         3. The private  placement by the Company of up to 1,000,000  post split
shares for $.01 per share; and

         4. A private placement by each of the Company's subsidiaries.


         ITEM 5 - OTHER INFORMATION

         None.


         ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

         The Company's financial statements for the periods described herein are
attached.

         The Form 8-K filed by the Company as of August 17,  2000,  and exhibits
and  financial  statements  filed  therewith,  including a copy of the Company's
Notice of Shareholders  Meeting and the Company's Proxy, are hereby incorporated
herein by reference.

                                        8


<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

November 20, 2000                 DIGITAL DJ HOLDINGS, INC.

                                  By: /S/ Thomas Takahisa
                                  -----------------------
                                          Thomas Takahisa, President

                                  DIGITAL DJ HOLDINGS, INC.


                                  By: /S/ Thomas Takahisa
                                  -----------------------
                                          Thomas Takahisa, Secretary/Treasurer


                                        9