U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-QSB




[X]
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2002[ 
       ]
            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 or other
      jurisdiction of incorporation)
            (Commission File
      Number)
            (IRS Employ
      Identification No.)




Unit 155, 3300  Northwest
185thAvenue, Portland OR
97229      97229




(Address
of principal executive
offices)            (Zip
Code)





Company's
telephone number, including area code: (503) 520-1376





Copies
to:


Stephen
M. Fleming, Esq.


Law
Offices of Stephen M. Fleming PLLC


110 Wall
Street, 11th
Floor


New York,
New York  10005


Telephone:
(516) 833-5034


Fax:
(516) 977-1209


Former name
or former address: 5215 North O’Connor Boulevard, Suite 200, Irving, Texas,
75036, former phone number (972) 443-9800, 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 5,590,473
Shares as of the date of this report.




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




See
accompanying notes to unaudited condensed financial statements.










Form
10-QSB for the Quarter ended December 31, 2002





Table
of Contents





Page
      NoPart
      I. FINANCIAL INFORMATION
            3Item
      1. Financial Statements
            3Condensed
      Balance Sheet: December 31, 2002 (Unaudited) and June 30, 2002
      (Audited)
            3Condensed  Statements
      of Losses: Three and Six Months Ended December 31, 2002 and 2001
      (Unaudited)
            4Condensed
      Statements of Cash Flows: Six Months Ended December 31, 2002 and 2001
      (Unaudited)
            4Notes
      to Unaudited Condensed  Financial Information
            6Item
      2. Management Discussion and Analysis
            7Item
      3. Controls and Procedures
            13Item
      3(A)T. Controls and Procedures
            14Part
      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 SHE ETS


December
      31,
            
            
            June
      30,2002
              (Unaudited)
            
            
            2002
              (Audited)ASSETSCurrent
      AssetsCash
            
            $
            32
            
            
            $
            868Prepaid
      expenses and other current asset
            
            
            -
            
            
            
            2,000Total
      Current Assets
            
            
            32
            
            
            
            2,868Investments
      in Non-Marketable Securities
            
            
            -
            
            
            
            285,000Total
      Assets
            
            $
            32
            
            
            $
            287,868LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)Current
      LiabilitiesAccounts
      payable
            
            $
            176
            
            
            $
            113,679Advances
      from related party
            
            
            8,400
            
            
            
            6,400Total
      Current Liabilities
            
            
            8,576
            
            
            
            120,079Stockholders’
      Equity (Deficit):Common
      stock,  $0.001 par value; 50,000,000shares  authorized;  5,590,473
      and5,490,473
      shares issued and outstanding,Respectively
            
            
            5,590
            
            
            
            5,490Additional
      paid-in capital
            
            
            626,315
            
            
            
            463,015Accumulated
      Deficit
            
            
            (640,449
            )
            
            
            (300,716
            )Total
      Stockholders’  Equity ( Deficit)
            
            
            (8544
            )
            
            
            167,789Total
      Liabilities and Stockholders’ Equity
            
            $
            32
            
            
            $
            287,868




See
accompanying notes to unaudited condensed financial statements.
  3


BEVERLTY
HOLDINGS, INC.


CONDENSED
STATEMENT OF LOSSES


(UNAUDITED)




For
      the Thee Months
            
            
            For
      the Six monthsEnded
      December 31
            
            
            Ended
      December 31,2002
            
            
            2001
            
            
            2002
            
            
            2001Sales$
            --
            
            
            $
            --
            
            
            $
            --
            
            
            $
            --Cost
      of Sales--
            
            
            
            --
            
            
            
            --
            
            
            
            --Gross
      Profit--
            
            
            
            --
            
            
            
            --
            
            
            
            --General
      and Administrative Expenses
            
            
            4,225
            
            
            
            55,520
            
            
            
            54,733
            
            
            
            107,436Impairment
      of investment in non-marketable
      securities
            
            
            0
            
            
            
            --
            
            
            
            285,000
            
            
            
            --Net
      Loss
            
            $
            (4,225
            )
            
            $
            (55,520
            )
            
            $
            (339,733
            )
            
            $
            (107,436
            )Basic
      and Diluted Loss Per Share
            
            
            (0.00
            )
            
            
            (0.01
            )
            
            
            (0.06
            )
            
            
            (0.02
            )Weighted
      Average Number of SharesOutstanding
            
            
            5,590,473
            
            
            
            5,338,843
            
            
            
            5,563,299
            
            
            
            4,801,478




See
accompanying notes to unaudited condensed financial statements.
  4


BEVERLY
HOLDINGS, INC.


CONDENSED
STATEMENTS OF CASH FLOWS


(UNAUDITED)








For
      the Six
            
            
            For
      the SixMonths
            
            
            MonthsEnded
            
            
            EndedDecember
      31,
            
            
            December
      31,2002
            
            
            2001Cash
      Flows From Operating ActivitiesNet
      loss
            
            $
            (339,733
            )
            
            $
            (107,436
            )Impairment
      of investment in non-marketable
      securities
            
            
            285,000Capitalization
      of previously incurred accounts  payables
            
            
            153,400Changes
      in current assets and liabilities:Prepaid
      expenses and other current assets
            
            
            2,000
            
            
            
            (1,000
            )Accounts
      payable
            
            
            (113,504
            )
            
            
            (735
            )Advances
      from related party
            
            
            2,000Net
      Cash Used in Operating Activities
            
            $
            (10,837
            )
            
            $
            (109,171
            )Cash
      Flows From Investing ActivitiesInvestments
      in non-marketable securities
            
            
            0
            
            
            
            (250,000
            )Net
      Cash Used in Investing Activities
            
            
            0
            
            
            
            (250,000
            )Cash
      Flows From Financing ActivitiesProceeds
      from issuance of common stock
            
            
            10,000
            
            
            
            430,000Net
      Cash Provided by Financing Activities
            
            $
            10,000
            
            
            $
            430,000Net
      Change In Cash
            
            $
            (837
            )
            
            $
            70,829Cash
      at Beginning of Period
            
            $
            868
            
            
            $
            3,102Cash
      at End of Period
            
            $
            31
            
            
            $
            73,931





See
accompanying notes to unaudited condensed financial statements.
  5


BEVERLY
HOLDINGS, INC.


NOTES
TO CONDENSED FINANCIAL STATEMENTS


December
31, 2002


(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 results
from operations for the six-month period ended December 31, 2002 are not
necessarily indicative of the results that may be expected for the year ended
June 30, 2003. The unaudited condensed financial statements should be read in
conjunction with the June 30, 2002 financial statements and footnotes thereto
included in the Company's Form 10K-SB.




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 we have not
undertaken any business activities from continuing operations. The Company is
currently dormant, while we develop a plan to reorganize and recapitalize the
Company.




Due to a
lack of liquidity, the Company failed to timely file its quarterly report on
Form 10-QSB for the six months ended December 31, 2002 and all subsequent
quarterly and annual reports. The Company has since raised limited funds and is
in the process of filing its annual reports for the years ended June 30, 2003,
June 30, 2004, June 30, 2005, June 30, 2006, and June 30, 2007  and
all quarterly reports through and including the period ended December 31, 2007.
The Company anticipates filing its remaining delinquent filings in the near
future at which point the Company will be current in its
filings.





Basis of
Presentation -- The accompanying 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.  During the six months ended December 31, 2002, the Company
incurred a net loss of $4,225.  As of December 31, 2002, the Company
has had no revenues and the accumulated deficit from reorganization totaled
$640,449.  These factors, among others, indicate that the Company may
be unable to continue as a going concern.  The accompanying financial
statements do not include any adjustments relating to the carrying amount and
classification of recorded assets or the amount and classification of
liabilities that might be necessary should the Company 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 seek merger and acquisition candidates.




6




NOTE
2 - INVESTMENT IN NON-MARKETABLE SECURITIES





During
July of 2001, the Company entered into an agreement with Sonic Garden,
Inc.  (SGI), a privately
held  California  corporation in the business of online
music and traditional recordings that gives the Company the right to purchase up
to  2,000,000  shares  of SGI at
$0.50  per  share.  The  price  per  share  was
determined  as a  result  of
an  arms  length  negotiation  between  SGI
and the Company.  If the Company were to exercise the option and
receive the entire 2,000,000 shares of SGI, the Company would own approximately
22% of the outstanding equity securities of SGI.  The Company
originally planned to exercise the Option in multiple traunches over a 12 month
period; however, the Company is not obligated to purchase any shares from SGI.
The Company considered this to be a long-term investment.





During
the year ended June 30, 2002 the Company purchased 570,000 common shares of SGI
for $285,000. Because the present ownership of SGI by the Company is only a
minority ownership  (less than 8%), the investment has been reported
at its market value as an investment in non-marketable
securities.  Because SGI is a privately held corporation and because
there are no comparable shares being traded, the fair market value of the shares
was determined to be the option price of $0.50 per share.





As of
September 30, 2002, management determined that its investment in SGI was
impaired and wrote the investment to zero.  If SGI becomes a publicly
traded company, or a readily determinable market value becomes available, the
carrying value of the investment will be adjusted to the readily determinable
market value.





On
January 24, 2002,  the Company  purchased  100,000
common shares of Corporate Playbook
Holdings,  Inc.,  (Corporate  Playbook) a
privately held corporation the
online  human  resources  industry,  for  $25,000,  or
$0.25 per share.  The purchase price was determined as the result of
an arms length negotiation between the Company and Corporate
Playbook.  Because Corporate Playbook is a privately held corporation,
the purchase was recorded as an investment in non-marketable securities at the
purchase price of $0.25 per share.





As of
June 30, 2002, management determined that its investment in Corporate Playbook
was impaired and wrote the investment to zero.  If Corporate Playbook
becomes a publicly traded company, or a readily determinable market value
becomes available, the carrying value of the investment will be adjusted to the
readily determinable market value.




NOTE
3 - STOCKHOLDERS' EQUITY





The
Company is authorized to issue 50,000,000 shares of common stock with a par
value of $.001 per share. As of December 31, 2002, the Company has issued and
outstanding 5,590,473 shares of common stock.




On July 25, 2002, the Company issued
100,000 shares of common stock for $10,000 in proceeds to the president of the Companyin
consideration for his service as a director and as President, Secretary and
Treasurer. The Company valued the shares at $0.10 per share, or $10,000, which
reflects the fair value of the shares issued. The Company did not charged the
any amount to operations.





As of
December 31, 2002 the certain obligations of the Company were capitalized as
capital contributions and recorded as Additional Paid-in
Capital.  $128,400 payable to MSI and $25,000 payable to Boyd &
Chang were recorded in the capital account.  Both of these debt
holders agreed to the re-characterization of their obligations to paid in
capital without an obligation of the Company to issue new stock.





NOTE
4 - RELATED PARTY TRANSACTIONS





During
the three months ended  September  30,
2002, and the year ended June 30, 2002,Mackenzi
Shea, Inc. (“MSI”) made advances to the Companyto meet
current operating expenses. The Company engaged MSI to provide general business
consulting.  The Company agreed to pay MSI a monthly fee of $15,000
plus normal fees and out of pocket costs.  MSI has on several
occasions advanced the Company funds for operations.  As of September 30, 2002, the
balance of $8,400 was due on demand with no other terms stated.  As of
December 31, 2002 all of the advances to MSI were converted to Additional Paid
in Capital. The Company does not have an obligation to issue any additional
stock because of this contribution.




7




ITEM 2. MANAGEMENT'S 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 we
have not undertaken any business activities from continuing operations. The
Company is currently dormant, while we develop a plan to reorganize and
recapitalize the Company. Accordingly, the comparison of current period
operating results with those of prior periods is not meaningful.




Due to a
lack of liquidity, the Company failed to timely file its quarterly report on
Form 10-QSB for the six months ended December 31, 2002 and all subsequent
quarterly and annual reports. The Company has since raised limited funds and is
in the process of filing its annual reports for the years ended June 30, 2003,
June 30, 2004, June 30, 2005, June 30, 2006, and June 30, 2007  and
all quarterly reports through and including the period ended December 31, 2007.
The Company anticipates filing its remaining delinquent filings in the near
future at which point the Company will be current in its
filings.




Current
Operations




The
Company ceased operations in September 2002 and we have not undertaken any
business activities from continuing operations. The Company is currently
dormant, while we develop a plan to reorganize sand recapitalize the
Company.




The
Company intend to seek, investigate and, if such investigation warrants, engage
in a business combination with a private entity whose business presents an
opportunity for our shareholders. Our objectives discussed below are extremely
general and are not intended to restrict our discretion. This discussion of the
proposed business is not meant to be restrictive of our virtually unlimited
discretion to search for and enter into potential business
opportunities.





We have
no particular acquisition in mind and have not entered into any definitive
documentation regarding such an acquisition. We have not yet entered into any
agreement, nor do we have any commitment or understanding to enter into or
become engaged in a transaction.




8




We will
not restrict our potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of business.
Further, we may acquire a venture which is in its preliminary or development
stage, one which is already in operation, or in a more mature stage of its
corporate existence. Accordingly, business opportunities may be available in
many different industries and at various stages of development, all of which
will make the task of comparative investigation and analysis of such business
opportunities difficult and complex.




We
believe that there are numerous firms seeking the perceived benefits of a
publicly registered corporation. These benefits are commonly thought to include
the following:





·
            the
      ability to use registered securities to acquire assets or
      businesses;





·
            increased
      visibility in the marketplace;





·
            ease
      of borrowing from financial
institutions;





·
            improved
      stock trading efficiency;





·
            shareholder
      liquidity;





·
            greater
      ease in subsequently raising
capital;





·
            compensation
      of key employees through stock
options;





·
            enhanced
      corporate image; and





·
            a
      presence in the United States capital
market.





We have
not conducted market research and are not aware of statistical data to support
the perceived benefits of a merger or acquisition transaction for the owners of
a business opportunity.




Target
companies interested in a business combination with our company may include the
following:




·
            a
      company for whom a primary purpose of becoming public is the use of its
      securities for the acquisition of other assets or
    businesses;




·
            a
      company which is unable to find an underwriter of its securities or is
      unable to find an underwriter of securities on terms acceptable to
      it;




·
            a
      company which desires to become public with less dilution of its common
      stock than would occur upon an
underwriting;




·
            a
      company which believes that it will be able to obtain investment capital
      on more favorable terms after it has become
  public;




·
            a
      foreign company which may wish an initial entry into the United States
      securities market;




·
            a
      special situation company, such as a company seeking a public market to
      satisfy redemption requirements under a qualified Employee Stock Option
      Plan;




·
            a
      company seeking one or more of the other mentioned perceived benefits of
      becoming a public company.




We
anticipate seeking out a target business through the existing contacts of the
sole executive officer




9




The
analysis of new business opportunities will be undertaken by or under the
supervision of Jon Roylance, our sole executive officer and
director.  Therefore, it is anticipated that outside consultants or
advisors may be utilized to assist us in the search for and analysis of
qualified target companies.




A
decision to participate in a specific business opportunity will be made based
upon our analysis of the quality of the prospective business opportunity's
management and personnel, assets, the anticipated acceptability of products or
marketing concepts, the merit of a proposed business plan, and numerous other
factors which are difficult, if not impossible, to analyze using any objective
criteria. We have unrestricted flexibility in seeking, analyzing and
participating in potential business opportunities.




In our
efforts to analyze potential acquisition targets, we will consider the following
kinds of factors:





·
            potential
      for growth, indicated by new technology, anticipated market expansion or
      new products;





·
            competitive
      position as compared to other firms of similar size and experience within
      the industry segment as well as within the industry as a
      whole;





·
            strength
      and diversity of management, either in place or scheduled for
      recruitment;





·
            capital
      requirements and anticipated availability of required funds, to be
      provided by our company or from operations, through the sale of additional
      securities, through joint ventures or similar arrangements or from other
      sources;





·
            the
      cost of participation by our company as compared to the perceived tangible
      and intangible values and
potentials;





·
            the
      extent to which the business opportunity can be
  advanced;





·
            the
      accessibility of required management expertise, personnel, raw materials,
      services, professional assistance and other required items;
      and





·
            other
      relevant factors.





In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to our limited capital available for investigation, we may not
discover or adequately evaluate adverse facts about the opportunity to be
acquired.




10




In
implementing a structure for a particular business acquisition, we may become a
party to a merger, consolidation, reorganization, joint venture, or licensing
agreement with another entity. We also may acquire stock or assets of an
existing business. On the consummation of a transaction it is probable that the
present management and shareholders of the company will no longer be in control
of the company. In addition, our officers and directors, as part of the terms of
the acquisition transaction, likely will be required to resign and be replaced
by one or more new officers and directors without a vote of our
shareholders.




It is
anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of a transaction, we may agree to register all or a part of such securities
immediately after the transaction is consummated or at specified times
thereafter. The issuance of substantial additional securities and their
potential sale into any trading market which may develop in our securities may
have a depressive effect on that market.




While the
actual terms of a transaction to which we may be a party cannot be predicted, it
may be expected that the parties to the business transaction will find it
desirable to avoid the creation of a taxable event and thereby structure the
acquisition as a "tax-free" reorganization under Sections 351 or 368 of the
Internal Revenue Code of 1986, as amended.




With
respect to any merger or acquisition, negotiations with target company
management are expected to focus on the percentage of the Company which the
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's shareholders at such time.





The
Company will participate in a business opportunity only after the negotiation
and execution of appropriate agreements. Although the terms of such agreements
cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing, will outline
the manner of bearing costs, including costs associated with the Company's
attorneys and accountants, and will include miscellaneous other
terms.




We are
presently subject to all of the reporting requirements included in the
Securities Exchange Act of 1934 (the “Exchange Act”). Included in these
requirements is the duty of the Company to file audited financial statements as
part of its Form 8-K to be filed with the Securities and Exchange Commission
upon consummation of a merger or acquisition, as well as the Company's audited
financial statements included in its annual report on Form 10-K (or 10-KSB, as
applicable). If such audited financial statements are not available at closing,
or within time parameters necessary to insure the Company's compliance with the
requirements of the Exchange Act, or if the audited financial statements
provided do not conform to the representations made by the target company, the
closing documents may provide that the proposed transaction will be voidable at
the discretion of the present management of the Company. As disclosed, due to a
lack of liquidity, the Company failed to timely file its quarterly report on
Form 10-QSB for the six months ended December 31, 2002 and all subsequent
quarterly and annual reports




It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation would not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Company of the related costs incurred.




Our
Company, based on our proposed business activities, is 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.




11






We dormant
and have no revenue or business operations. Over the next 12 months, from the
date of this document, we will attempt to acquire other assets or business
operations that will maximize shareholder value. No specific assets or
businesses have been definitively identified and there is no certainty that any
such assets or business will be identified or any transactions will be
consummated.




We expect
that we will need to raise funds in order to effectuate our business plans. We
intend initially to seek additional investors to purchase our stock to provide
us with working capital to fund our operations. Thereafter, we 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 to us. We may seek to raise the required capital by
other means. We may have to issue debt or equity or enter into a strategic
arrangement with a third party. We currently have no agreements, arrangements or
understandings with any person to obtain funds through bank loans, lines of
credit or any other sources. Since we have no such arrangements or plans
currently in effect, our inability to raise funds will have a severe negative
impact on our ability to remain a viable company. In pursuing the foregoing
goals, we 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.




We do not
expect to generate any revenues over the next twelve months. Our principal
business objective for the next 12 months will be to seek, investigate and, if
such investigation warrants, engage in a business combination with a private
entity whose business presents an opportunity for our shareholders.




As
of December 31, 2002, we had no cash. We incurred a net loss of $339,733
for the period July 1, 2002 to December 31, 2002. In addition, we had a working
capital deficit of $ 640,449 as of December 31, 2002.





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, 2002 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 December 31, 2002,
the Company had a accumulated deficit of $640,449. The Company used $10,837 in
cash from operations and generated $10,000 of cash flow from financing
activities for the six months ended December 31, 2002.




While we
have raised capital to meet our working capital and financing needs in the past,
additional financing is required in order to meet our current and projected cash
flow deficits from operations and development. We are seeking financing in the
form of equity in order to provide the necessary working capital.




We
currently have no commitments for additional financing and there is no guarantee
that we will be successful in raising additional required funds.




By
adjusting its operations and development to the level of capitalization,
management believes it has sufficient capital resources to meet projected cash
flow deficits through the next twelve months. However, if thereafter, we are not
successful in generating sufficient liquidity from operations or in raising
sufficient capital resources, on terms acceptable to us, this could have a
material adverse effect on our business, results of operations, liquidity and
financial condition.




12




Product
Research and Development




We do not
anticipate incurring research and development expenditures during the 12 month
period.




Acquisition
or Disposition of Plant and Equipment




We do not
anticipate the sale of any significant property, plant or equipment during the
12 months. We do not anticipate the acquisition of any significant property,
plant or equipment during the next 12 months.




Number
of Employees




As
of March 20, 2008 we had no full or part time employees, other than
Jon Roylance who functions in the capacity of the Company’s chief executive and
chief financial officer. Should the Company enter into a business or development
opportunity, we will need to attract an unknown number of qualified employees.
This projected increase in personnel is dependent upon our generating revenues
and obtaining sources of financing. There is no guarantee that we 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 us in the reports that we
file or submit under the Exchange Act is 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 by us in the reports that we 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
and chief financial 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 their evaluation, our CEO and CFO have concluded that our disclosure controls
and procedures need improvement and were not adequately effective as of December
31, 2002 to ensure timely reporting with the Securities and Exchange Commission.
Our management is in the process of identifying deficiencies with respect to our
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 our internal controls or in other factors that
could significantly affect these controls subsequent to the date of their
evaluation. As stated above, there were significant deficiencies or material
weaknesses with respect to our internal controls and management will continue to
evaluate our internal controls and implementing corrective measures, which
includes the establishment of new internal policies.. 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




ITEM
3A(T). CONTROLS AND PROCEDURES





Not
applicable.





PART
II - OTHER INFORMATION







ITEM 1. LEGAL
PROCEEDINGS




In the
ordinary course of business, we may be involved in legal proceedings from time
to time. Although occasional adverse decisions or settlements may occur, we
believe that the final disposition of such matters will not have material
adverse effect on our financial position, results of operations or liquidity. We
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




(a)




On July 25, 2002,
the Companyissued
100,000 shares of common stock for $10,000 in proceeds to the P resident
of the Company inconsideration for his service as a director and as President, Secretary
and Treasurer. The Company valued the shares at $0.10 per share, or $10,000,
which reflects the fair value of the shares issued. The Company did not charged
the any amount to operations.




(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




(a)
            Exhibits
      required to be attached by Item 601 of Regulation S-B are listed below and
      are incorporated herein by this reference.Exhibit 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.







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.March
      25, 2008
              By:
              /s/ Jonathan
      RoylanceJonathan
      RoylanceChief
      Executive Officer