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 MARCH 31, 2008.
  [ 
 ]      TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
_____________ TO ___________
  BEVERLY
HOLDINGS, INC.
 (Exact
name of registrant as specified in its charter)
 
 Nevada
              33-14982-LA
              77-0530472(State
      of other jurisdiction of incorporation)
              (Commission
      File Number)
              (IRS
      Employer Identification No.)
 
 Unit
155 33rd
Northwest 185th
, Portland OR 97229
 
 (Address
of principal executive
offices)         (Zip
Code)
  Company's
telephone number, including area code: (503)
520-1376
 
 (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.
 [ ]
Yes  [ X  ] No
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) [X] Yes  [   ]
No
  State
the number of shares outstanding of each of the issuer’s classes of common
equity as of the latest practicable date. Approximately 47,590,473 Shares of
common stock issued and outstanding as of the date of this
report.
  Transitional
Small Business Disclosure Format (check one): [   ]
Yes    [ X
] No
 
 
 1
 
 
 Form
10-QSB for the Quarter ended March 31, 2008
  Table
of Contents
  Part
      I. FINANCIAL INFORMATION
              Page
      NoItem
      1. Financial Statements
              3Condensed
      Balance Sheets:

                  March
      31, 2008 (Unaudited) and June 30, 2007 (Audited)
              3Condensed  Statements
      of Losses:

                  Three
      and Nine Months Ended March 31, 2008 and 2007
      (Unaudited)
              4Condensed
      Statements of Cash Flows:

                  Nine
      Months Ended March 31, 2008 and 2007 (Unaudited)
              5Notes
      to Unaudited Condensed  Financial Information
              6-8Item
      2. Management Discussion and Analysis
              9Item
      3. Controls and Procedures
              13Part
      II. OTHER INFORMATION
              14Item
      1. Legal Proceedings
              14Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
              14Item
      3. Defaults Upon Senior Securities
              14Item
      4. Submission of Matters to a Vote of Security Holders
              14Item
      5. Other Information
              14Item
      6. Exhibits
              14Signatures
              15
   2
  PART
1 - FINANCIAL INFORMATION
  ITEM 1.
FINANCIAL STATEMENTS
  BEVERLY
HOLDINGS, INC.
  CONDENSED
BALANCE SHEETS
  March
      31,
              
              
              June
      30,2008
              
              
              2007(Unaudited)
              
              
              (Audited)ASSETSCurrent
      Assets:Cash
              
              $
              24,843
              
              
              $
              --Prepaid
      expenses - related party
              
              
              120,000Total
      Current Assets
              
              
              144,843
              
              
              
              --Property &
      EquipmentFixed
      assets net of accumulated depreciation
              
              
              1,109
              
              
              
              -Net
      Property & Equipment
              
              
              1,109
              
              
              
              -Total
      Assets
              
              $
              145,952
              
              
              $
              --LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Accounts  payable
      and accrued expenses
              
              $
              11,722
              
              
              $
              --Convertible  notes  payable
              
              
              250,000
              
              
              
              --Total  Current
      Liabilities
              
              
              261,722
              
              
              
              --Stockholders'
      Equity (Deficit):Common
      stock,  $0.001 par value; 50,000,000shares  authorized;
      5,590,473 and5,590,473
      shares issued and outstanding,as
      of March 31, 2008 and June 30, 2007
              
              
              5,590
              
              
              
              5,590Additional
      paid-in capital
              
              
              634,715
              
              
              
              634,715Accumulated
      deficit
              
              
              (756,075
              )
              
              
              (640,305
              )Total
      Stockholders' Equity (Deficit)
              
              
              (115,770
              )
              
              
              --Total
      Liabilities and Stockholders' Equity (Deficit)
              
              $
              145,952
              
              
              $
              --
    See
accompanying notes to unaudited condensed financial statements.
  3
  BEVERLY
HOLDINGS, INC.
 CONDENSED
STATEMENTS OF LOSSES
  (UNAUDITED)
   For
      the Three Months
              
              
              For
      the NineMonthsEnded
      March 31,
              
              
              Ended
      March31,2008
              
              
              2007
              
              
              2008
              
              
              2007Cost
      and expenses:General
      and administrative expenses
              
              $
              23,244
              
              
              $
              --
              
              
              $
              109,984
              
              
              $
              --Loss
      from operations
              
              
              (23,244
              )
              
              
              --
              
              
              
              (109,984
              )
              
              
              --Interest
      expense
              
              
              3,550
              
              
              
              --
              
              
              
              5,786
              
              
              
              --Net
      Loss before provision for income taxes
              
              $
              (26,794
              )
              
              $
              --
              
              
              $
              (115,770
              )
              
              $
              --Income
      tax (benefit)
              
              
              --
              
              
              
              --
              
              
              
              --
              
              
              
              --Net
      loss
              
              $
              (26,794
              )
              
              $
              --
              
              
              $
              (115,770
              )
              
              $
              --Basic
      and diluted loss per share
              
              $
              (0.00
              )
              
              $
              --
              
              
              $
              (0.02
              )
              
              $
              --Weighted
      average number of shares outstanding
              
              
              5,955,308
              
              
              
              5,590,473
              
              
              
              5,761,276
              
              
              
              5,590,473
     See
accompanying notes to unaudited condensed financial statements.
    4
  BEVERLY
HOLDINGS, INC.
 CONDENSED
STATEMENTS OF CASH FLOWS
 (UNAUDITED)
  For
      the Nine Months EndedMarch
      31,2008
              
              
              2007Cash
      Flows From Operating Activities:Net
      loss
              
              $
              (115,770
              )
              
              $
              --Depreciation
              
              
              101
              
              
              
              --Increase
      in accounts payable and accrued expenses
              
              
              11,722
              
              
              
              --Increase in prepaid expenses - related party
              
              
              (120,005
              )
              
              
              --Net
      Cash Used in Operating Activities
              
              
              (223,947
              )
              
              
              --Cash
      Used In Investing ActivitiesInvestment
      in loans receivable
              
              
              (120,000
              )
              
              
              --Purchases
      of property, plant & equipment
              
              
              (1,210
              )
              
              
              --Net
      Cash Used In Investing Activities
              
              
              (121,210
              )
              
              
              --Cash
      Flows From Financing Activities:Proceeds
      from issuance of convertible notes payable
              
              
              250,000
              
              
              
              --Net
      Cash Provided by Financing Activities
              
              
              250,000
              
              
              
              --Net
      Change In Cash
              
              $
              24,844
              
              
              $
              --Cash
      at Beginning of Period
              
              
              --
              
              
              
              --Cash
      at End of Period
              
              $
              24,844
              
              
              $
              --Supplemental
      cash flow information cash paid during the period for interest
              
              $
              --
              
              
              $
              --Cahs
      paid during the period for taxes
              
              $
              --
              
              
              $
              --
  See
accompanying notes to unaudited condensed financial statements
  5
  BEVERLY
HOLDINGS, INC.
 NOTES
TO CONDENSED FINANCIAL STATEMENTS
 March
31, 2008
 (UNAUDITED)
  NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  General
  The
accompanying unaudited condensed financial statements have been prepared in
accordance with the instructions to Form 10-QSB, and therefore, do not include
all the information necessary for a fair presentation of financial position,
results of operations and cash flows in conformity with accounting principles
generally accepted in the United States of America for a complete set of
financial statements.
  In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. The unaudited
condensed financial statements should be read in conjunction with the June 30,
2007 financial statements and footnotes thereto included in the Company's Form
10KSB.
  Business
and Basis of Presentation
  Beverly
Holdings, Inc. (the "Company"), was formed under the laws of the State of Nevada
in July, 1986. The Company ceased operations in September 2002 and has not
undertaken any business activities from continuing operations. The Company is
currently dormant, while a plan to reorganize and recapitalize the Company is
developed.  See Note 6.
  Due to a
lack of liquidity, the Company failed to timely file its quarterly reports on
Form 10-QSB for the nine months ended March 31, 2008. The Company has raised
limited funds and is in the process of becoming current with its financial
reporting requirements.
  Basis of
Presentation -- The accompanying unaudited condensed financial statements have
been prepared on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of
business.
  As of
March 31, 2008, the Company had cash of $24,843, a working capital deficit of
$116,879 and negative net worth of $115,770 and no revenues for the nine months
then ended. These factors, among others, indicate that the Company may be unable
to continue as a going concern. The Company’s ability to continue as a going
concern is dependent upon its ability to generate sufficient cash flows to meet
its obligations on a timely basis, to obtain additional financing and ultimately
to attain successful operations. The Company is currently dormant and its
purpose is to enter into the reverse mortgage business.  See Note
6.
  6
  NOTE
2 – PREPAID EXPENSES-RELATED PARTY
  As of March 31, 2008 the
Company has advanced $120,000 to MIRA LLC, an entity controlled by the Company's
Chief Executive Officer and sole Director. The funds were in connection with
anticipated services to be provided to the Company by MIRA LLC subsequent to
March 31, 2008 (See Note 4).The advances
will be applied to the fees and expenses billed to the Company by
MIRA.
  NOTE
3 – CONVERTIBLE NOTES PAYABLE
  On
October 24, 2007, the Company entered into a Securities Purchase Agreement with
certain investors under which investors agreed to purchase unsecured Convertible
Notes from the Company.  The Convertible Notes issuable under the
agreement accrue interest at 12.0% per annum, with principal and interest due in
full one year from the date of issuance.  The investors may convert
any portion of their Convertible Notes at any time into Company Common Stock at
a fixed conversion price of $0.50 per share, which is subject to adjustment in
the event that the Company sells newly issued Common Stock at less than
$0.50.   On October 24, 2007, January 26, 2008 and February 20, 2008,
the Company received $100,000, $100,000 and $50,000 respectively, from investors
and issued Convertible Notes in accordance with the Securities Purchase
Agreement.  As of March 31, 2008, the balance due under the
Convertible Note was $258,022, including accrued interest.
  NOTE
4 - STOCKHOLDERS' EQUITY (DEFICIT)
  The
Company is authorized to issue 50,000,000 shares of common stock with a par
value of $0.001 per share. As of March 31, 2008, the Company has issued and
outstanding 5,590,473 shares of Common Stock.
  On
October 24, 2007, the Company entered into a Securities Purchase Agreement with
certain investors under which investors agreed to purchase unsecured Convertible
Notes from the Company.  The Convertible Notes issuable under the
agreement accrue interest at 12% per annum, with principal and interest due in
full one year from the date of issuance.  The investors may convert
any portion of their Convertible Notes at any time into Company Common Stock at
a fixed conversion price of $0.50 per share, which is subject to adjustment in
the event that the Company sells newly issued Common Stock at less than
$0.50.  On October 24, 2007, January 26, 2008 and February 20, 2008
the Company received $100,000, $100,000 and $50,000 from investors and issued
Convertible Notes in accordance with the Securities Purchase
Agreement.  As of March 31, 2008, the balance due under the
Convertible Notes was $258,022, including accrued interest.
  NOTE 5
-  RELATED PARTY TRANSACTIONS
  The
Company has entered into a consulting agreement with a related party, MIRA LLC
(see Note 5).  The Company’s CEO and sole director, Mr. Roylance is a
principal in the entity that has been engaged to perform consulting service
respecting the Company’s proposed entry into the financial services business
employing so-called reversed mortgages as an initial financial
product.  Although a principal, Mr. Rowlance does not own a
controlling interest in MIRA LLC.
  7
  NOTE 6
– SUBSEQUENT EVENTS
  On April
9, 2008 and April 15, 2008 the Company sold Convertible Notes in the amounts of
$90,000 and  $100,000, respectively, to Investors according to the
terms of the October 27, 2007 Securities Purchase Agreement.
  On June
14, 2008, the Company (“Beverly”, “we”, “us”, “our”, and the like) entered in to
a Business Development Agreement (the “Agreement”) with MIRA, LLC, a Nevada
limited liability company (“MIRA”).  Pursuant to the Agreement, we
engaged MIRA and its owners (collectively the “Consultants”) to provide us with
consulting services respecting our proposed entry into the financial service
business employing so-called reverse mortgages as our initial financial product
offering. In this regard, we engaged the Consultants to, among other things,
conceptualize, develop, implement, and execute a plan that will cause the
formation, start-up, and operation of a financial service business providing
reverse mortgage, insurance, and/or other investment advisory or financial
services to the senior market, together with ancillary products and services
that Consultants determine may provide profit opportunities for our new
business. The Agreement served to formalize the prior informal relationship
between us.
  Pursuant
to the Agreement, the Consultants will identify and engage the initial
management team, identify and negotiate the acquisition terms of an existing
mortgage brokerage company we will acquire, and develop and contract for
operational procedures and systems necessary to market, sell, and close reverse
mortgage transactions. Pursuant to the Agreement, it is contemplated we will
acquire the various contractual arrangements and other rights negotiated by MIRA
and deemed necessary to engage in the reverse mortgage business. The Agreement
gives the Consultants significant discretion in deciding exactly how and to what
extent our entry into the reverse mortgage business will be developed. No
assurance can be given that either our consultants or we will be successful at
entering into or developing a reverse mortgage business.
  Pursuant
to the terms of the Agreement and in addition to other compensation specified in
the Agreement, we issued and delivered to the Consultants, an aggregate of
42,000,000 shares of our common stock to the Consultants for their services
rendered and to be rendered., and agreed to raise through the private placement
of debentures, no less than $500,000 to pay expenses associated with the
Consultants’ efforts on our behalf, including the fees necessary to file our
periodic reports with the U.S. Securities and Exchange Commission (“SEC”), and
the fees of other independent consultants who assist in the development of our
new business, and who may also agree to assume senior management roles with us
upon or before our entry into any reverse mortgage business developed. In
contemplation of the finalization of the terms of the Agreement, we previously
commenced the offering of 12% convertible debentures, and as of the date hereof,
we have raised $440,000 through the sale of our debentures (see Note
3).  At such time as we enter into the reverse mortgage business, we
will issue an additional 13,904,730 shares of our common stock.  We
may repurchase the shares issued and delivered to the Consultants for $.0001 per
share in the event the Consultants do not meet certain performance targets,
including the updating of our periodic reports required by the Securities and
Exchange Commission, and entering into a binding purchase agreement with a
suitable mortgage company. It can also be expected that we will issue additional
shares of common stock to attract and retain experienced management. In
contemplation of the obligations undertaken in our Agreement and subject to
compliance with SEC regulations, we have obtained shareholder approval to
increase our authorized shares of common stock from 50,000,000 to 100,000,000.
In addition, and also subject to compliance with SEC regulations, we have
obtained shareholder approval to change our name to MIRA Financial Corporation.
In contemplation of moving forward with this plan of business and entering into
the Agreement, Mr. Roylance was appointed as our Chief Executive Officer on
December 20, 2007. Mr. Roylance will resign and be replaced at such time as we
formally enter the reverse mortgage business. MIRA is an affiliate of Beverly in
that the majority of its owners are shareholders of Beverly, including Mr.
Roylance.
  8
  ITEM
2. MANAGEMENT DISCUSSION AND ANALYSIS
  As used
in this Form 10-QSB, references to the "Company," "we," “our” or "us" refer to
Beverly Holdings, Inc. unless the context otherwise indicates.
  Forward-Looking
Statements
  The
following discussion should be read in conjunction with our financial
statements, which are included elsewhere in this Form 10-QSB. This Form 10-QSB
contains forward-looking statements, which relate to future events or our future
financial performance. In some cases, you can identify forward-looking
statements by terminology such as “may”, “should”, “expects”, “plans”,
“anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or
the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties, and
other factors that may cause our or our industry’s actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.
  While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.
  Comparison
of Current Period Results of Operations with Prior Periods
  Beverly
Holdings, Inc. (the "Company", "we" or "us") was formed under the laws of the
State of Nevada in 1986. The Company ceased operations in September 2002 and has
not undertaken any business activities from continuing operations. The Company
is currently dormant, while we develop a plan to reorganize and recapitalize the
Company and pursue a new line of business involving reverse mortgages and
related financial products.  The Company has begun fundraising
activities and is maintaining corporate records and complying with financial
reporting requirements.
  Due to a
lack of liquidity, the Company failed to timely file its quarterly report on
Form 10-QSB for the nine months ended March 31, 2008. The Company has since
raised limited funds and is in the process of becoming current with its
financial reporting requirements.
  The
Company ceased operations in September 2002 and has not undertaken any business
activities from continuing operations. The Company has begun to file all
delinquent Form 10QSB’s and Form 10KSB’s; while developing a plan to reorganize
and recapitalize the Company is developed and pursue a new line of business
involving reverse mortgages and related financial products.
  On
June 14, 2008 the Company has changed it prior business purpose of seeking,
investigating and possible engaging in a business combination, to developing and
pursuing a new plan of operations involving the marketing of reverse mortgage
products and related financial products and services. The Company considers June
14, 2008 its date of inception as a development stage enterprise.
  9
  In this
regard, On June 14, 2008, we entered in to a Business Development Agreement (the
“Mira Agreement”) with MIRA, LLC, a Nevada limited liability company (“MIRA”).
MIRA is controlled by the Company's CEO and sole Director. Pursuant to the Mira
Agreement, we engaged MIRA and its owners (collectively the “Consultants”) to
provide us with consulting services with respect to our proposed entry into the
financial service business employing so-called reverse mortgages as our initial
financial product offering. In this regard, we engaged the Consultants to, among
other things, conceptualize, develop, implement, and execute a plan that will
cause the formation, start-up, and operation of a financial service business
providing reverse mortgage, insurance, and/or other investment advisory or
financial services to the senior market, together with ancillary products and
services that Consultants determine may provide profit opportunities for our new
business. The Mira Agreement served to formalize the prior informal relationship
between us and the Consultants.
  Pursuant
to the Mira Agreement, the Consultants will identify and engage the initial
management team, identify and negotiate the acquisition terms of an existing
mortgage brokerage company we will acquire, and develop and contract for
operational procedures and systems necessary to market, sell, and close reverse
mortgage transactions. Pursuant to the Mira Agreement, we have the option to
acquire for a period of one year from the date of the execution of the Mira
Agreement, various contractual arrangements and other rights negotiated by MIRA
and deemed necessary to engage in the reverse mortgage business (the “Business
Acquisition”). The Mira Agreement gives the Consultants significant discretion
in deciding exactly how and to what extent our entry into the reverse mortgage
business will be developed. No assurance can be given that either the
Consultants or we will be successful at entering into or developing a reverse
mortgage business.
  Pursuant
to the terms of the Mira Agreement and in addition to other compensation
specified in the Mira Agreement, we issued and delivered to the Consultants, an
aggregate of 42,000,000 shares of our common stock to the Consultants for their
services rendered and to be rendered (the “Engagement Shares”).  At
such time as the Business Acquisition is closed, we will issue an additional
aggregate 13,904,730 shares of our common stock to the Consultants (the
“Business Plan Shares”). As of March 31, 2008 the Company has advanced $120,000
to MIRA in connection with the anticipated services to be provided under the
consulting agreement.
  We may
repurchase the Engagement Shares issued and delivered to the Consultants for
$.0001 per share in the event the Consultants do not meet certain performance
targets, including the updating of our periodic reports required by the
Securities and Exchange Commission by September 30, 2008, entering into a
binding purchase agreement with a suitable mortgage company by August 31, 2008
or obtaining a listing on the pink sheets by December 31, 2008.
  If we do
not exercise our option to acquire the plan to develop the reverse mortgage
business, then the Consultants shall have the sole right in such plan to develop
the reverse mortgage business.  Further, Consultants may advise us
that they intend to terminate our option to acquire the plan to develop the
reverse mortgage business or the Consultants may within the one year period from
the execution of the MIRA Agreement reacquire the plan to develop the reverse
mortgage business regardless of whether we have exercised our
option.  In the event that we do not exercise our option or the
Consultants exercise its option, then the Consultants shall return an aggregate
of 36,000,000 shares of common stock to the Company for cancellation that have
previously been issued to the Consultants.  It can also be expected
that we will issue additional shares of common stock to attract and retain
experienced management.
  Further,
we agreed to raise the required funding, no less than $500,000, to pay expenses
associated with the Consultant’s efforts on our behalf, including the fees
necessary to update our periodic reports with the U.S. Securities and Exchange
Commission (“SEC”), and the fees of other independent consultants who assist in
the development of our new business, and who may also agree to assume senior
management roles with us upon or before our entry into any reverse mortgage
business developed.  In contemplation of the finalization of the terms
of the Mira Agreement, we sold and issued 12% convertible debentures in the
principal amount of $440,000.  The debentures were issued between
October 2007 and April 2008, mature one year from the date of issuance and are
convertible into shares of common stock at $0.50 per share.
  10
  Upon the
acquisition of the development of the plan to develop the reverse mortgage
business, we will pay MIRA a monthly fee of $15,000 as well as reimburse each of
the Consultants for their expenses.  Further, for a period of 30 years
commencing upon the acquisition of the reverse mortgage business, we granted the
Consultants an aggregate payment equal to 6% of all of our revenue from all
sources for a period of 30 years to be paid no later than 45 days following the
end of each fiscal quarter.
  In
contemplation of the obligations undertaken in the Mira Agreement and subject to
compliance with SEC regulations. we have obtained shareholder approval to
increase our authorized shares of common stock from 50,000,000 to 100,000,000
and to change our name to “MIRA Financial Corporation”.  We intend to
file a preliminary 14c information statement with the SEC in the near
future.
  The
Company, based on the proposed business activities, although we have engaged the
Consultants to develop a specific business plan, is are a "blank check" company.
The U.S. Securities and Exchange Commission (the “SEC”) defines those companies
as "any development stage company that is issuing a penny stock, within the
meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and that has no specific business plan or purpose, or has
indicated that its business plan is to merge with an unidentified company or
companies." Under SEC Rule 12b-2 under the Securities Act of 1933, as amended
(the “Securities Act”), the Company also qualifies as a “shell company,” because
it has no or nominal assets (other than cash) and no or nominal operations. Many
states have enacted statutes, rules and regulations limiting the sale of
securities of "blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a market to develop
in our securities, either debt or equity, until we have successfully concluded a
business combination. The Company intends to comply with the periodic reporting
requirements of the Exchange Act for so long as we are subject to those
requirements.
 
 For the
past several years, the Company is dormant and has no revenue or business
operations except for fundraising activities and maintaining our corporate
records and financial reporting.
  The
Company entered into a Securities Purchase Agreement dated October 24, 2007 with
certain investors, pursuant to which the Investors agreed to purchase 
Convertible notes issued by the Company.  The Company expects that it
will need to raise additional funds in order to effectuate our business plan.
The Company intends initially to seek additional investors to lend funds or to
purchase its stock to provide working capital to fund operations. Thereafter,
the Company will seek to establish or acquire businesses or assets with
additional funds raised either via the issuance of shares or debt. There can be
no assurance that additional capital will be available. The Company may seek to
raise the required capital by other means. It may have to issue additional debt
or equity or enter into a strategic arrangement with a third party. Currently
there are no agreements, arrangements or understandings with any person to
obtain additional funds through bank loans, lines of credit or any other
sources. Since no such arrangements or plans are currently in effect, the
Company’s inability to raise funds will have a severe negative impact on its
ability to remain a viable company. In pursuing the foregoing goals, the Company
may seek to expand or change the composition of the Board or make changes to our
current capital structure, including issuing additional shares or debt and
adopting a stock option plan.
  11
  The
Company does not expect to generate any revenues over the next twelve months.
  As of
March 31, 2008, the Company had cash of $24,843, a working capital deficit of
$116,878 and negative net worth of $115,770 and no revenues for the period from
July 1, 2007 to March 31, 2008.
  Going
Concern Consideration
  The
condensed financial statements contained in this Report have been prepared on a
‘going concern’ basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. For the reasons
discussed in this Report, there is a significant risk that we will be unable to
continue as a going concern, in which case, you would suffer a total loss on
your investment in our company.
  The
independent auditors report on our June 30, 2007 financial statements states
that our recurring losses raise substantial doubts about our ability to continue
as a going concern
  Liquidity
and Capital Resources
  As of
March 31, 2008, the Company had an accumulated deficit of $756,075 and negative
net worth of $115,770. The Company used $223,947 in cash for operations and
$1,210 in cash for investing activities, and generated $250,000 of cash flow
from financing activities for the nine months ended March 31, 2008.
  On
October 24, 2007, the Company entered into a Securities Purchase Agreement with
certain Investors under which Investors agreed to purchase up to $500,000 in
unsecured Convertible Notes from the Company.  The Convertible Notes
issuable under the agreement accrue interest at 12.0 percent per annum, with
principal and interest due in full on October 24, 2008. The Investors may
convert any portion of their Convertible Notes at any time into Company common
stock at a fixed conversion price of $0.50 per share, which is subject to
adjustment in the event that the Company sells newly issued common stock at less
than $0.50.  On October 24, 2007, January 26, 2008 and February 20,
2008 the Company received $100,000, $100,000 and $50,000 respectively, from
investors and issued Convertible Notes in accordance with the Securities
Purchase Agreement. As of March 31, 2008, the balance due under the Convertible
Note was $258,022, including accrued interest.
  On April
9, 2008 and April 15, 2008 the Company sold Convertible Notes in the amount of
$90,000 and $100,000, respectively, to Investors according to the terms of the
October 27, 2007 Securities Purchase Agreement.  While the Company has
raised capital to meet our working capital and financing needs in the past,
additional financing is required in order to meet current and projected cash
flow deficits from operations and development. The Company is seeking additional
financing under the Securities Purchase Agreement or through other forms of
equity issuances or borrowings in order to provide the necessary working
capital; however there is no guarantee that we will be successful in raising
additional required funds.
  If we
are unable to raise additional capital through debt or equity financings, on
terms acceptable to us, and are not successful in generating sufficient
liquidity from operations, then this lack of financing would have a material
adverse effect on our business, results of operations, liquidity and financial
condition.
  Product
Research and Development
  The
Company does not anticipate incurring research and development expenditures
during the next 12 months.
  12
  Acquisition
or Disposition of Plant and Equipment
  The
Company has purchased minor amounts of fixed assets, one or two personal
computer systems.  The Company does not have any other assets other
than cash; therefore the Company does not anticipate any asset sales in the next
12 months.  Unless the Company enters into an acquisition or other
business relationship, the Company does not anticipate the acquisition of any
significant property, plant or equipment during the next 12 months.
  Number
of Employees
  As of
June 30, 2008, the Company had no full or part time employees, other than Jon
Roylance who functions in the capacity of the Company’s chief executive and
chairman of the board. Should the Company enter into a business or development
opportunity, it will need to attract an unknown number of qualified employees.
This projected increase in personnel is dependent upon generating revenues and
obtaining sources of financing. There is no guarantee that the Company will be
successful in raising the funds required or generating revenues sufficient to
fund the projected increase in the number of employees.
  Off-Balance
Sheet Arrangements
  The
Company does not maintain off-balance sheet arrangements nor does it participate
in non-exchange traded contracts requiring fair value accounting
treatment.
  Inflation
  Our
opinion is that inflation has not had a material effect on our
operation.
  ITEM
3. CONTROLS AND PROCEDURES
  Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed by the Company in the reports
that are file or submit under the Exchange Act are recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in the reports that are file under the
Exchange Act is accumulated and communicated to our management, including our
principal executive and financial officers, as appropriate to allow timely
decisions regarding required disclosure.
  Evaluation
of Disclosure Controls and Procedures
  As of the
end of the period covered by this Quarterly Report, we conducted an evaluation,
under the supervision and with the participation of our chief executive officer,
of our disclosure controls and procedures (as defined in Rules Rules
13a-14(c) and 15d-14(c) of the Exchange Act). Based on the evaluation, our CEO
concluded that our disclosure controls and procedures need improvement and were
not adequately effective as of March 31, 2008 to ensure timely reporting with
the Securities and Exchange Commission. Management is in the process of
identifying deficiencies with respect to disclosure controls and procedures and
implementing corrective measures, which includes the establishment of new
internal policies related to financial reporting.
  Changes
in Internal Controls
  There
were no significant changes in internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation.
There were no significant deficiencies or material weaknesses, and therefore
there were no corrective actions taken. However, the design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events and there is no certainty that any design will succeed in
achieving its stated goal under all potential future considerations, regardless
of how remote.
  13
  PART
II - OTHER INFORMATION
  ITEM
1. LEGAL PROCEEDINGS
  In the
ordinary course of business, the Company may be involved in legal proceedings
from time to time. Although occasional adverse decisions or settlements may
occur, it is believe that the final disposition of such matters will not have
material adverse effect on the Company’s financial position, results of
operations or liquidity. The Company will seek to minimize disputes but
recognize the inevitability of legal action in today's business environment as
an unfortunate price of conducting business.
 
 ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  None.
  (a)
              None
  (b)
              None
  (c)
              None
  ITEM
3. DEFAULT UPON SENIOR SECURITIES
  None.
  ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  None.
  ITEM
5. OTHER INFORMATION
  None.
  ITEM
6. EXHIBITS
  Exhibit
      4.1 (1)
              Form
      of 12% Convertible DebentureExhibit
      10.1 (1)
              Business
      Development  Agreement made and entered into by and between MIRA
      LLC, Robert Kendrick, Jonathan Roylance, Peter Gadkowski and Beverly
      Holdings, Inc. dated April 1, 2008Exhibit
      31.1
              Certificate
      pursuant to section 302 of the Sarbanes-Oxley Act of
  2002.Exhibit
      32.1
              Certificate
      pursuant to section 906 of the Sarbanes-Oxley Act of
  2002.
  (1)
Incorporated by reference to the Form 8-K Current Report filed with the
Securities and Exchange Commission on June 25, 2008.
  14
  SIGNATURES
  In
accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
   BEVERLY
      HOLDINGS, INC.Dated:
      June 30, 2008
                By:
                /s/ Jon
      RoylanceJon
      Roylance, Chief Executive Officer and Chief Financial
    Officer
                  15