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, 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                  (Commission                (IRS Employer
  jurisdiction of                  File Number)            Identification No.)
   incorporation)


          5215 North O'Connor Boulevard, Suite 200, Irving, Texas 75039
          -------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


Company's telephone number, including area code:      (972) 443-9800


          -------------------------------------------------------------
          (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 issuers  classes
         of common equity as of the latest practicable date.


               Approximately 5,490,473 Shares as of the date of this report.

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

<PAGE>


                             BEVERLY HOLDINGS, INC.

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

                                Table of Contents
                                -----------------
<TABLE>
<CAPTION>

                                                                                      Page
                                                                                      ----
<S>                                                                                    <C>
         Condensed Balance Sheets (Unaudited) - March 31, 2002 and
         June 30, 2001                                                                  1

         Condensed  Statements  of Operations  (Unaudited)  for the Three Months
         Ended  March 31,  2002 and 2001,  for the Nine  Months  Ended March 31,
         2002, and for the Periods from August 30, 2000 (Date of Reorganization)
         through March 31, 2001
         and 2002                                                                       2

         Condensed  Statements  of Cash Flows  (Unaudited)  for the Nine  Months
         Ended March 31, 2002 and for the Periods  from August 30, 2000 (Date of
         Reorganization) through March 31,
         2001 and 2002                                                                  3

         Notes to Condensed Financial Statements (Unaudited)                            4

Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                                    6


PART II - OTHER INFORMATION                                                             9
ITEM 1 - LEGAL PROCEEDINGS
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS                                      9
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES                                                9
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY
         HOLDERS                                                                        9
ITEM 5 - OTHER INFORMATION                                                              9
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K                                               9
SIGNATURE                                                                              10


</TABLE>

<PAGE>

Item 1. Condensed Financial Statements

                             BEVERLY HOLDINGS, INC.
                        (A Development Stage Enterprise)
                            CONDENSED BALANCE SHEETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                     ASSETS
                                     ------

                                                                     March 31,    June 30
                                                                      2002          2001
                                                                    ---------    ---------
<S>                                                                <C>          <C>
Current Assets
Cash                                                               $     568    $   3,102
Prepaid expenses and other current asset                               2,000         --
                                                                   ---------    ---------

   Total Current Assets                                                2,568        3,102

Investments in Non-Marketable Securities                             310,000         --
                                                                   ---------    ---------

Total Assets                                                       $ 312,568    $   3,102
                                                                   =========    =========


                 LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
                 ----------------------------------------------


Current Liabilities
Accounts payable                                                   $  67,644    $  32,958
Advances from related party                                            3,300         --
                                                                   ---------    ---------

   Total Current Liabilities                                          70,944       32,958

Stockholders' Equity (Deficit)
Common stock, $0.001 par value; 50,000,000 shares authorized
5,490,473 and 3,140,473 shares issued and outstanding,
respectively                                                           5,490        3,140
Additional paid-in capital                                           463,015       35,365
Deficit accumulated during the development stage                    (226,881)     (68,361)
                                                                   ---------    ---------

  Total Stockholders' Equity (Deficit)                               241,624      (29,856)
                                                                   ---------    ---------

Total Liabilities and Stockholders' Equity (Deficit)               $ 312,568    $   3,102
                                                                =========    =========
</TABLE>

<PAGE>

                                       1
<TABLE>
<CAPTION>
                             BEVERLY HOLDINGS, INC.
                        (A Development Stage Enterprise)
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                                                                                                                        For the
                                                                                                                      Period From
                                                                                                                    August 30, 2000
                                              For the            For the       For the Period From      For the        (Date of
                                            Three Months       Nine Months  August 30, 2000 (Date of   Six Months   Reorganization)
                                                Ended             Ended       Reorganization) Through    Ended          Through
                                              March 31,          March 31,          March 31,           March 31,     December 31,
                                         2002         2001         2002        2001         2002          2001           2001
                                     ===========  ===========  ===========  ===========  ===========   ==========    ===========

<S>                                  <C>          <C>          <C>          <C>          <C>            <C>            <C>
Sales                                $      --    $      --    $      --    $      --    $      --      $      --      $      --

Cost of Sales                               --           --           --           --           --             --             --
                                     -----------  -----------  -----------  -----------  -----------    -----------    -----------

Gross Profit                                --           --           --           --           --             --             --

General and Administrative Expenses       51,084       20,079      158,520       20,234      226,881        107,436        175,797
                                     -----------  -----------  -----------  -----------  -----------    -----------    -----------

Net Loss                             $   (51,084) $   (20,079) $  (158,520) $   (20,234) $  (226,881)   $  (107,436)   $  (175,797)
                                     ===========  ===========  ===========  ===========  ===========    ===========    ===========

Basic and Diluted Loss Per Share     $     (0.01) $     (0.14) $     (0.03) $     (0.14)
                                     ===========  ===========  ===========  ===========

Weighted Average Number of Shares
Outstanding                            5,490,473      140,473    5,027,791      140,473
                                     ===========  ===========  ===========  ===========
</TABLE>

                                       2
<PAGE>

<TABLE>
<CAPTION>

                             BEVERLY HOLDINGS, INC.
                        (A Development Stage Enterprise)
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                       For the       For the Period From
                                                     Nine Months   August 30, 2000 (Date of
                                                        Ended      Reorganization) Through
                                                      March 31,           March 31,
                                                        2002         2001          2002
                                                      ---------    ---------    ---------
<S>                                                   <C>          <C>          <C>
Cash Flows From Operating Activities
Net loss                                              $(158,520)   $ (20,234)   $(226,881)
Changes in current assets and liabilities:
Prepaid expenses and other current assets                (2,000)      (2,000)
Accounts payable                                         34,686       25,255      (13,851)
Advances from related party                               3,300       (4,933)       3,300
                                                      ---------    ---------    ---------

Net Cash Provided by (Used) in Operating Activities    (122,534)          88     (239,432)
                                                      ---------    ---------    ---------

Cash Flows From Investing Activities
Investments in non-marketable securities               (310,000)        --       (310,000)
                                                      ---------    ---------    ---------

Net Cash Used in Investing Activities                  (310,000)        --       (310,000)
                                                      ---------    ---------    ---------

Cash Flows From Financing Activities
Proceeds from issuance of common stock                  430,000         --        550,000
                                                      ---------    ---------    ---------

Net Cash Provided by Financing Activities               430,000         --        550,000
                                                      ---------    ---------    ---------

Net Change In Cash                                       (2,534)          88          568

Cash at Beginning of Period                               3,102         --           --
                                                      ---------    ---------    ---------

Cash at End of Period                                 $     568    $      88    $     568
                                                      =========    =========    =========
</TABLE>

                                       3
<PAGE>





                             BEVERLY HOLDINGS, INC.
                        (A Development Stage Enterprise)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 1 --SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial  Statements--The  accompanying  condensed financial statements
are unaudited.  In the opinion of management,  all necessary  adjustments (which
include only normal recurring  adjustments) have been made to present fairly the
financial  position,  results  of  operations  and cash  flows  for the  periods
presented.  Certain  information and disclosures  normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.  It is suggested that these condensed  financial
statements be read in conjunction  with the Company's  financial  statements and
notes  thereto  included in the Form 10-KSB dated June 30, 2001.  The results of
operations for the period ended March 31, 2002 is not necessarily  indicative of
the operating results to be expected for the full year.

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 nine months ended March 31, 2002, the Company  incurred a net loss of
$128,520.  As of  March  31,  2002,  the  Company  has had no  revenues  and the
accumulated deficit from reorganization  totaled $196,881.  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 received  $430,000 in
proceeds  during the nine months  ended March 31, 2002 from a private  placement
offering  and an agreement  for the sale of up to 1,000,000  shares at $1.00 per
share. The Company is currently  considered a development stage enterprise whose
purpose is to seek merger and acquisition candidates.

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.  Other than the option  agreement,  there are no shares being  actively
traded. Were the entire 2,000,000 options to be exercised, 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 nine months ended March 31, 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.


                                       4
<PAGE>
                             BEVERLY HOLDINGS, INC.
                        (A Development Stage Enterprise)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


On January 24, 2002,  the Company  purchased  100,000 common shares of Corporate
Playbook Holdings,  Inc.,  (Corporate  Playbook) a privately held corporation in
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.

NOTE 3- STOCKHOLDERS' EQUITY

On August 10, 2001, the Company  authorized a 1-for-4 reverse stock split of the
Company's  $0.001 par value common stock. All share and per share data have been
retroactively restated to reflect this reverse stock split.

On March 31, 2001,  the  Company's  Board of  Directors  approved the terms of a
financial  proposal  from  an  institutional  investor  for  the  sale  of up to
1,000,000  shares of common  stock to the  investor at $1.00 per share after the
Company conducted a $200,000 private placement  offering  (20,000,000  shares at
$0.01 per share) and a subsequent  4-to-1  reverse stock split.  During April of
2001, the Company entered into a stock purchase agreement with various investors
in connection  with the private  placement  offering spoken of above. As of June
30, 2001,  $120,000 in proceeds had been  received.  During August of 2001,  the
remaining  $80,000 was  collected.  After the  $200,000 had been  received,  the
5,000,000 common shares were issued on August 30, 2001. For financial  reporting
purposes,  the shares  were  considered  issued  upon the  receipt of  proceeds,
therefore, 2,000,000 shares were considered to have been issued during August of
2001. No underwriting  discounts were experienced and no commissions or finder's
fees were paid.  The proceeds  were used for the Company's  general  operational
purposes and to invest in common shares of SGI.

During the nine months ended March 31, 2002,  the Company sold 350,000 shares of
common  stock for  $350,000  in  proceeds  pursuant  to the  exercise of 350,000
options by an institutional investor. The options were issued in connection with
the financial proposal for the sale of up to 1,000,000 shares of common stock at
$1.00 per share.  The proceeds were used for the Company's  general  operational
purposes and for further investment in SGI.

NOTE 4- RELATED PARTY TRANSACTIONS

During the nine months  ended March 31, 2002 a  consultant  advanced the Company
$3,300  for  operating  expenses.  As of  March  31,  2002  amounts  due to this
consultant is $30,000 which had been included in accounts payable.


                                       5
<PAGE>


PART 1 - ITEM 2

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION
AND RESULTS OF OPERATIONS FOR BEVERLY 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
-----------------------

         Beverly  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.  The Company  licensed the use of its  technology to its
subsidiaries for the territories of Europe, North America and Latin America.

                                       6
<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"),  the primary operating company Latin American Subcarrier Services,
a  California  corporation  ("LASS"),  the  Latin  American  licensee,  European
Licensing  Group,  a California  corporation  ("ELG") and Domestic  Transmission
Technologies,  a California corporation ("DTT"), the North American licensee, 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.  The Company retained  approximately five percent
(5%) of the  outstanding  shares of DDJ  California  and 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 D.J. Holdings,
Inc., and to conduct a twenty-five  for one reverse stock split of the Company's
common stock. After distributing out approximately  ninety-five percent (95%) of
the  ownership 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.  The Company was unable to sell shares at $.10 per share since
the Company's stock was priced at $0.02 per share and had virtually no volume at
that price  level.  Effective  March 6, 2001,  the  Company  changed its name to
Beverly Holdings, Inc.

Acquisition of Interest in Sonic Garden

On July 19,  2001,  the  Company  entered  into an option  agreement  with Sonic
Garden, Inc. (the "Option"),  to purchase up to 2,000,000 shares of common stock
of Sonic Garden for $0.50 per share for a total  purchase  price of  $1,000,000,
which purchase represents approximately 22% of the outstanding equity securities
of Sonic Garden as of the date of the Option.  The Company hopes to exercise the
Option in multiple  traunches over the next 12 months,  however,  the Company is
not obligated to purchase any shares from Sonic Garden.  The price per share for
the  common  stock  was  determined  as a result of an arms  length  negotiation
between the Company and Sonic  Garden.  The Company has been informed that Sonic
Garden obtained title to certain  proprietary  intellectual  property rights and
technology from The Phoenix Group International, LLC ("Phoenix"). The Company is
further   informed  that  Phoenix  obtained  the  digital  music  and  web-based
intellectual  property and technology from a third party that spent in excess of
$10,000,000 in developing the assets now owned by Sonic Garden.  The Company was
unable to raise  sufficient  funds to purchase  2,000,000 shares of Sonic Garden
and ultimately  only exercised  options to purchase  $285,000 worth of stock, or
570,000  shares since there was only a limited  investment in Sonic Garden,  the
Company  determined that it would be more attractive to a merger candidate if it
divested  its Sonic  Garden  shares and  focused on a  complete  merger  with an


                                       7
<PAGE>

operating  company.  As a result,  the Company is in the process of distributing
the Sonic Garden shares to the Company's shareholders.  On January 24, 2002, the
Company purchased 100,000 common shares of Corporate  Playbook  Holdings,  Inc.,
(Corporate  Playbook) a privately held corporation in 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.


Results of Operations

         Until August 30, 2000,  the Company was  primarily  engaged in research
and  development  activities.  On August 30, 2000, the Company elected to divest
its operating subsidiary and search for an acquisition  candidate.  Accordingly,
the accompanying  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  prior to 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. The Company has begun on a limited basis to initiate
its plan to  acquire  interests  in  operating  business  through  the option to
acquire  shares of Sonic  Garden,  but the  Company has only  purchased  570,000
shares of Sonic Garden and has not purchased interests in any other companies as
of the date of this report.

Three Months Ended March 31, 2002

         Revenue. The Company had no revenues during the quarter ended March 31,
2002.  The lack of revenue is the result of the lack of new sales in the quarter
ended March 31, 2002 and the previous divestiture of its operating subsidiaries.

         Cost of Sales.  The  Company  incurred no cost of sales for the quarter
ended  March 31,  2002.  This  decrease  is  primarily  due to the fact that the
Company did not sell any new products during the quarter ended March 31, 2002.

         Gross  Profit.  The Company  experienced  no gross profit for the three
months ended March 31, 2002.

                                       8
<PAGE>

         Operating Expenses.  The Company had minimal operating expenses for the
three  months ended March 31, 2002 of $51,084,  primarily  from  consulting  and
other professional services.

         The  preceding  results are not compared  with the same periods for the
preceding year due to the change in the Company's business.

Liquidity and Capital Resources

         Cash and cash  equivalents and net working  (deficit)  totaled $568 and
$38,376,  respectively,  as of March 31, 2002. The Company has relied upon sales
of common stock to fund its operations during the periods discussed. The Company
received $0 in debt financing for the three months ended March 31, 2002.

         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 March 31, 2002.


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.

                                       9
<PAGE>

         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

         None.


        ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

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



                                   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.


May 15, 2002                          BEVERLY HOLDINGS, INC.


                                      By:   /s/Vincent Train
                                            ----------------------------
                                               Vincent Traina, President



                                       10