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 DECEMBER 31, 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
                                                --------------------



--------------------------------------------------------------------------------
          (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

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


                                        1
<PAGE>


                           DIGITAL D.J. HOLDINGS, INC.

               Form 10-QSB for the Quarter ended December 31, 2000

                                Table of Contents

                                                                          Page
                                                                          ----

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..................................................7
     ITEM 1 - LEGAL PROCEEDINGS..............................................7
     ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS......................7
     ITEM 3 - DEFAULTS UPON SENIOR SECURITIES................................7
     ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............7
     ITEM 5 - OTHER INFORMATION..............................................7
     ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K...............................8
     SIGNATURE...............................................................8


                                       2
<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 traffic information service in the mobile market.


                                       3
<PAGE>


         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. For financial
reporting  purposes,  the Company was considered the successor to the historical
Digital D.J.  Holdings,  Inc., and Subsidiaries and the Company was considered a
newly organized entity on August 30, 2000, the date negotiations relating to the
reorganization  was approved by the  shareholders.  The  accompanying  Company's
financial statements do not include any of the historical  operations related to
the operations of the Digital D.J.  Holdings,  Inc., and  Subsidiaries  prior to
August 30, 2000.  The Company has not yet completed its private  placements  and
has not conducted any  operations,  has had no revenues and minimal  expenses in
the quarter ended December 31, 2000.

Results of Operations

         As of December 31, 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  since it divested its operating  subsidiaries  in August 2000.  The
Company had minimal activities at the operating subsidiary level from the period
between July 1, 2000 and August 30, 2000.  Thereafter,  the Company's activities
related  only to the  actions  necessary  to  complete  the  divestiture  of the
operating subsidiaries.


                                       4
<PAGE>


Three Months Ended December 31, 2000

         Revenue.  The Company had no revenues during the quarter ended December
31, 2000.  The decrease in revenue is the result of the lack of new sales in the
quarter ended  December 31, 2000 and the previous  divestiture  of its operating
subsidiaries.

         Cost of Sales.  The  Company  incurred no cost of sales for the quarter
ended  December 31, 2000.  This  decrease is primarily  due to the fact that the
Company did not sell any new  products  during the quarter  ended  December  31,
2000.

         Gross  Profit.  The Company  experienced  no gross profit for the three
months  ended  December  31,  2000.  The gross  profit  percentage  decrease  is
attributed  to the fact  that the  Company  had  minimal  cost of sales  for the
revenues incurred in the three months ended December 31, 2000.

         Operating Expenses.  The Company had minimal operating expenses for the
three months ended December 31, 2000 of $155.

Liquidity and Capital Resources

         Cash and cash  equivalents  and net working capital  (deficit)  totaled
$-0- and ($81,650), respectively, as of December 31, 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  to fund  its
operations  during the periods  discussed.  The Company received $25,070 in debt
financing for the three months ended December 31, 2000, respectively.

         The Company has only minimal  existing cash and cash equivalents and no
cash flow  from  operations.  The  Company  will  have to rely upon cash  raised
through private  placements or loans from its shareholders or others 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

         The Company has had no material change in operation  during the quarter
ended December 31, 2000.

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.


                                       5
<PAGE>


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

         None.

         ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

         None.

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

         None.

         ITEM 5 - OTHER INFORMATION

Change In Registrant's Certifying Accountant

         Effective  February  15, 2001,  the Company has engaged the  accounting
firm  of  Hansen,  Barnett  &  Maxwell  as its  principal  accountants  and  the
accounting firm of Singer, Lewak,  Greenbaum & Goldstein has been dismissed,  as
of February 15, 2001.

         The Singer,  Lewak,  Greenbaum & Goldstein previous reports contained a
qualification  as to the  Registrant's  ability to continue as a going  concern,
however, such qualifications were unrelated to the dismissal.

         The decision to change  accountants  was  recommended  by the Company's
Board of Directors.

         During  the  two  most  recent  fiscal  years  and any  interim  period
preceding the former  accountants'  dismissal,  there were no disagreements with
the former  accountants  on any matter of  accounting  principals  or practices,
financial  statements,  the  disclosure,  or auditing scope or procedure,  which
disagreement,  if not resolved to the  satisfaction  of the former  accountants,
would  have  caused  them to  make a  reference  to the  subject  matter  of the
disagreement in connection with their reports.


                                       6
<PAGE>


         The Registrant has provided the former  accountant  with a copy of this
report  that the  former  accountant  received  no later  than the day that this
report is filed with the  Commission.  The  Registrant  has requested the former
accountants to furnish the Registrant with a letter  addressed to the Commission
stating  whether  they  agree  with the  statements  made by the  Registrant  in
response  to this Item and, if not,  stating  the  respects in which they do not
agree. The Registrant shall request the former accountants to provide the letter
as  promptly as  possible  so that the  Registrant  can file the letter with the
Commission   within  ten  business   days  after  the  filing  of  this  report.
Notwithstanding the ten business day period, the Registrant will file the letter
by amendment within two business days of receipt.

         ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

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


                                       7
<PAGE>


                           DIGITAL D.J. HOLDINGS, INC.
                        (A Development Stage Enterprise)

                          INDEX TO FINANCIAL STATEMENTS

                                                                           Page
                                                                           ----

Balance Sheet - December 31, 2000                                           F-1

Statements of Operations  for the Quarter Ended December 31, 2000 and
 for the Cumulative Period from August 30, 2000
 through December 31, 2000                                                  F-2

Statements  of  Stockholders'  Deficit  for the Period from August 30
  (Date of Reorganization) through December 31,
  2000, and for the Quarter Ended December 31, 2000                         F-3

Statements of Cash Flows for the Quarter Ended  December 31, 2000 and
 for the Cumulative Period from August 30, 2000
 through December 31, 2000                                                  F-4

Notes to Financial Statements                                               F-5


<PAGE>


                           DIGITAL D.J. HOLDINGS, INC.
                        (A Development Stage Enterprise)

                                  BALANCE SHEET
                                December 31, 2000

                                                      ASSETS

Current Assets                                           $   --
                                                         --------

Investments at Cost                                          --
                                                         --------

Total Assets                                             $   --
                                                         ========


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
      Accrued expenses                                   $ 56,580
      Advances payable                                     25,070
                                                         --------

           Total Current Liabilities                       81,650
                                                         --------

Stockholders' 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
           560,701 shares issued and outstanding              561
      Deficit paid-in capital                             (82,056)
      Deficit accumulated during the development stage       (155)
                                                         --------

           Total Stockholders' Deficit                    (81,650)
                                                         --------

Total Liabilities and Stockholders' Deficit              $   --
                                                         ========


   The accompanying notes are an integral part of these financial statements.

                                      F - 1
<PAGE>


                           DIGITAL D.J. HOLDINGS, INC.
                        (A Development Stage Enterprise)

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                               Cumulative From
                                                               August 30, 2000
                                         For the               (Date of Reorganization)
                                         Quarter Ended         Through
                                         December 31, 2000     December 31, 2000
                                         ---------------       ---------------
<S>                                      <C>                   <C>
Sales                                    $           --        $           --

Cost of Sales                                        --                    --

Gross Profit                                         --                    --

General and Administrative Expenses                  155                   155
                                         ---------------       ---------------

Net Loss                                 $           155       $           155
                                         ===============       ===============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F - 2
<PAGE>


                           DIGITAL D.J. HOLDINGS, INC.
                        (A Development Stage Enterprise)

                       STATEMENTS OF STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>

                                                                                           Deficit
                                                                                          Accumulated
                                                                           Deficit        During the         Total
                                                Common Stock               Paid-In        Development     Stockholders'
                                            Shares          Amount         Capital           Stage           Deficit
                                        -------------   --------------   -------------   --------------   -------------
<S>                                           <C>       <C>              <C>             <C>              <C>
Balance - August 30, 2000
 (Date of Reorganization)                     560,701   $          561   $     (82,056)  $          --    $     (81,495)

Net loss from reorganization
  through December 31, 2000                       --               --              --              (155)           (155)
                                        -------------   --------------   -------------   --------------   -------------

Balance - December 31, 2000                   560,701   $          561   $     (82,056)  $         (155)  $     (81,650)
                                        =============   ==============   =============   ==============   =============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F - 3
<PAGE>


                           DIGITAL D.J. HOLDINGS, INC.
                        (A Development Stage Enterprise)

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                        Cumulative From
                                                                        August 30, 2000
                                                  For the               (Date of Reorganization)
                                                  Quarter Ended          Through
                                                  December 31, 2000     December 31, 2000
                                                  ---------------       ---------------
<S>                                               <C>                   <C>
Cash Flows From Operating Activities
    Net Loss                                      $          (155)      $          (155)
    Adjustments to reconcile net loss to
     net cash used in operating activities:
       Change in accrued expenses                         (24,915)              (24,915)
       Change in advances payable                          25,070                25,070
                                                  ---------------       ---------------

Net Cash Used In Operating Activities                         --                    --

Cash - Beginning of Period                                    --                    --
                                                  ---------------       ---------------

Cash - End of Period                              $           --        $           --
                                                  ===============       ===============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F - 4
<PAGE>


                           DIGITAL D.J. HOLDINGS, INC.
                        (A Development Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BUSINESS AND ORGANIZATION

Digital Holdings, Inc. (the "Company") was incorporated as "Golden Queens Mining
Company"  on July 31, 1986 under the law 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
product.  This business was terminated  several years ago. On November 22, 1999,
the Company acquired  Digital DJ, Inc.,  pursuant to a reverse triangle merger .
This  merger  resulted in control of the  Company  transferring  from the former
shareholders to the former  shareholders of Digital DJ Inc.  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 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. Ninety-five percent (95%) of the outstanding shares of each of the
subsidiaries  were distributed to the  shareholders,  ratably,  based upon their
ownership interest. The Company elected a new Board of Directors and changed its
name to Digital Holdings, Inc.

For financial reporting purposes, the Digital Holdings,  Inc. was considered the
successor to the historical  Digital DJ Holdings,  Inc. and Subsidiaries and the
Company was  considered a newly  organized  entity on August 30, 2000,  the date
negotiations  relating to the  reorganization  was approved by the shareholders.
The  accompanying  financial  statements  do not include  any of the  historical
operations  related to the  operations  of the  Digital DJ  Holdings,  Inc.  and
Subsidiaries prior to August 30, 2000.

The Company is currently considered a development stage enterprise whose purpose
is to seek merger and acquisition candidates.

NOTE 2 - COMMON STOCK

On August 30, 2000, the Board of Directors  authorized a 1-for-25  reverse stock
split of the  Company's  $0.001 par value common stock.  The  resulting  reverse
split will  reduce the  outstanding  shares of common  stock from  approximately
14,017,526 to 560,701.  The Company also proposed to conduct a private placement
of up to  2,000,000  shares of common stock to sustain its  operations  while it
seeks merger and acquisition  candidates.  The reverse split and the issuance of
additional  shares of common stock will have a substantial  dilutive effect upon
the  shareholders'   interests  in  the  Company.  The  accompanying   financial
statements  have been restated to reflect the reverse  stock split.  The Company
has not yet changed its name and the name  Digital  Holdings,  Inc. is no longer
available in Nevada.


                                      F - 5
<PAGE>


                           DIGITAL D.J. HOLDINGS, INC.
                        (A Development Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 3 - INVESTMENTS AT COST

After the  reorganization  on August 30, 2000, the Company  retains five percent
(5%) ownership interest in each of the subsidiaries.  From this  reorganization,
the  subsidiaries  took over the  liabilities  of the  Company.  Therefore,  the
Company's  investments  in these  subsidiaries  are carried on the books at zero
(The cost to the Company).


                                      F - 6
<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.

February 15, 2000                  DIGITAL D.J. HOLDINGS, INC.



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



                                       8