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, 2003.





[
]      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
33rd
Northwest 185th,
Portland OR 97229





(Address
of principal executive
offices)         (Zip
Code)





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





(Former
name or former address, if changed since last report)




Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months  (or such shorter
period that the
registrant was required to file such reports), and (2) has been subject
to such filing   requirements for the past 90
days.    [] Yes  [ X  ] No





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) [X] Yes  [   ]
No




State the
number of shares outstanding of each of the issuer’s classes of common equity as
of the latest practicable date, 5,590,473 Shares of common stock issued and
outstanding  as of the date of this report.





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







1




Form
10-QSB for the Quarter ended December 31, 2003







Table
of Contents





Part
      I. FINANCIAL INFORMATION
            Page
      NoItem
      1. Financial Statements
            3Condensed
      Balance Sheet:
            3December
      31, 2003 (Unaudited) and June 30, 2003 (Audited)
            3Condensed  Statements
      of Losses:
            4Three
      and Six Months Ended December 31, 2003 and 2002
(Unaudited)
            4Condensed
      Statements of Cash Flows:
            5Six
      Months Ended December 31, 2003  and 2002
    (Unaudited)
            5Notes
      to Unaudited Condensed  Financial Information
            6Item
      2. Management Discussion and Analysis
            8Item
      3. Controls and Procedures
            13Part
      II. OTHER INFORMATION
            13Item
      1. Legal Proceedings
            13Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
            13Item
      3. Defaults Upon Senior Securities
            14Item
      4. Submission of Matters to a Vote of Security Holders
            14Item
      5. Other Information
            14Item
      6. Exhibits
            14Signatures
            15








2





PART 1 -
FINANCIAL INFORMATION





ITEM 1.
FINANCIAL STATEMENTS





BEVERLY
HOLDINGS, INC.
 CONDENSED
BALANCE SHEETS





December
      31,
            
            
            June
      30,2003
            
            
            2003(Unaudited)
            
            
            (Audited)ASSETSTotal
      Assets
            
            $
            --
            
            
            $
            --LIABILITIES AND STOCKHOLDERS'
      EQUITYTotal
      Liabilities
            
            $
            --
            
            
            $
            --Stockholders'
      EquityCommon
      stock,  $0.001 par value; 50,000,000shares  authorized;  5,590,473
      and5,590473
      shares issued and outstanding,respectively
            
            
            5,590
            
            
            
            5,590Additional
      paid-in capital
            
            
            634,715
            
            
            
            634,715Accumulated  deficit
            
            
            (640,305
            )
            
            
            (640,305
            )Total
      Stockholders' Equity
            
            
            --
            
            
            
            --Total
      Liabilities and Stockholders' Equity
            
            $
            --
            
            
            $
            ---




See
accompanying notes to unaudited condensed financial
statements.


3




BEVERLY
HOLDINGS, INC.


CONDENSED
STATEMENT OF LOSSES


(UNAUDITED)


For
      the Thee Months
            
            
            For
      the Six monthsEnded
      December 31
            
            
            Ended
      December 31,2003
            
            
            2002
            
            
            2003
            
            
            2002General
      and Administrative Expenses
            
            $
            
            
            
            $
            4,225
            
            
            $
            
            
            
            $
            54,733Impairment
      of investment in non-marketable
      securities
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            285,000Total
      operating expenses
            
            
            --
            
            
            
            4,225
            
            
            
            --
            
            
            
            339,733Income
      taxes (benefit)Net
      Loss
            
            $
            --
            
            
            $
            (4,225
            )
            
            $
            --
            
            
            $
            (339,733
            )Basic
      and Diluted Loss Per Share
            
            $
            --
            
            
            $
            --
            
            
            $
            --
            
            
            $
            (0.06
            )Weighted
      Average Number of SharesOutstanding
            
            
            5,590,473
            
            
            
            5,590,473
            
            
            
            5,590,473
            
            
            
            5,563,299




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
      31,2003
            
            
            2002Cash
      Flows From Operating ActivitiesNet
      loss
            
            $
            --
            
            
            $
            (339,733
            )Impairment
      of investment in non-marketable
      securities
            
            
            --
            
            
            
            285,000Capitalization
      of previously incurred debt
            
            
            --
            
            
            
            153,400Changes
      in current assets and liabilities:Prepaid
      expenses and other current assets
            
            
            --
            
            
            
            2,000Accounts
      payable
            
            
            --
            
            
            
            (113,504
            )Advances
      from related party
            
            
            --
            
            
            
            2,000Net
      Cash Used in Operating Activities
            
            $
            --
            
            
            $
            (10,837
            )Net
      Cash Used in Investing Activities
            
            
            --
            
            
            
            --Cash
      Flows From Financing ActivitiesProceeds
      from issuance of common stock
            
            
            --
            
            
            
            10,000Net
      Cash Provided by Financing Activities
            
            $
            --
            
            
            $
            10,000Net
      Change In Cash
            
            $
            --
            
            
            $
            (837
            )Cash
      at Beginning of Period
            
            
            --
            
            
            
            868Cash
      at End of Period
            
            $
            --
            
            
            $
            31




See
accompanying notes to unaudited condensed financial statements.




5




BEVERLY
HOLDINGS, INC.


NOTES
TO CONDENSED FINANCIAL STATEMENTS


December
31, 2003


(UNAUDITED)





NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


General




The
accompanying unaudited condensed financial statements have been prepared in
accordance with the instructions to Form 10-QSB, and therefore, do not include
all the information necessary for a fair presentation of financial position,
results of operations and cash flows in conformity with accounting principles
generally accepted in the United States of America for a complete set of
financial statements.




In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. The unaudited
condensed financial statements should be read in conjunction with the June 30,
2003 financial statements and footnotes thereto included in the
Company's  Form 10KSB.




Business
and Basis of Presentation




Beverly
Holdings, Inc. (the "Company"), was formed under the laws of the State of Nevada
in July, 1986. The Company ceased operations in September 2002 and we have not
undertaken any business activities from continuing operations. The Company is
currently dormant, while a plan is developed 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, 2003 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, 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.





As of
December 31, 2003, the Company had no revenues and a accumulated deficit that
totaled $640,305.  Additionally, the Company had no assets and no
liabilities.   These factors, among others, indicate that the
Company may be unable to continue as a going concern. The Company’s ability to
continue as a going concern is dependent upon its ability to generate sufficient
cash flows to meet its obligations on a timely basis, to obtain additional
financing and ultimately to attain successful operations. The Company is
currently dormant and its purpose is to 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.





6




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.





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, 2003, 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 Company 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
March 31, 2003 an obligation of the Company was capitalized as a capital
contribution and recorded as Additional Paid-in Capital.  An $8,400
payable to Mackenzi Shea, Inc. (“MSI”)  was recorded in the capital
account.  MSI 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 six months ended  December 31, 2002,  and the year ended
June 30, 2003, MSI made advances to the Company to 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 December 31, 2002,
the balance of $8,400 for advances and $120,000 consulting fees payable, 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 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 three months ended September 30, 2003 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, 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.





The
Company ceased operations in September 2002 and has not undertaken any business
activities from continuing operations. The Company has begun to file all
delinquent Form 10QSB’s and Form 10KSB’s :, while we develop a plan to
reorganize sand recapitalize the Company is developed.




The
Company intends 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, the Company has virtually
unlimited discretion to search for and enter into potential business
opportunities.





The
Company does not have any particular acquisition in mind and has not entered
into any negotiations regarding such an acquisition. Neither our sole officer
nor any affiliate has engaged in any negotiations with any representative of any
company regarding the possibility of an acquisition or merger between our
company and such other company. 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




The
Company will not restrict its potential candidate target companies to any
specific business, industry or geographical location and, thus, may acquire any
type of business. Further, the Company 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.




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.




9




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 single factor 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.




In
implementing a structure for a particular business acquisition, the Company may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another entity. It 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 officer and director, 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, the company 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 the Company 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.




10




We are
presently subject to all of the reporting requirements included in the
Securities Exchange Act 0f 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, 2003 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 were 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.




The
Company, based on the 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.





The
Company is  dormant and has no revenue or business
operations.  Over the next 12 months, from the date of this document,
the Company 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.




The
Company expects that it will need to raise funds in order to effectuate our
business plans. The Company intends initially to seek additional investors to
purchase its stock to provide working capital to fund operations. Thereafter,
the Company will seek to establish or acquire businesses or assets with
additional funds raised either via the issuance of shares or debt. There can be
no assurance that additional capital will be available. The Company may seek to
raise the required capital by other means. It may have to issue debt or equity
or enter into a strategic arrangement with a third party. Currently there are no
agreements, arrangements or understandings with any person to obtain funds
through bank loans, lines of credit or any other sources. Since no such
arrangements or plans are currently in effect, the Company’s inability to raise
funds will have a severe negative impact on its ability to remain a viable
company. In pursuing the foregoing goals, the Company may seek to expand or
change the composition of the Board or make changes to our current capital
structure, including issuing additional shares or debt and adopting a stock
option plan.




The
Company does not expect to generate any revenues over the next twelve months.
The 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 the
Company shareholders.




As of
December 31, 2003, the Company had no cash. It has no revenue and generated a
net loss of $339,733 for the period July 1, 2002 to December 31, 2003. In
addition, the Company had a accumulated deficit of $ 640,305 as of December 31,
2003.




11




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, 2003 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, 2003, the Company had accumulated deficit of
$640,305.  The Company generated no cash flow from operations during
the six month period ended December 31, 2003.




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




Currently
the Company has 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.





Product
Research and Development




The
Company does not anticipate incurring research and development expenditures
during the next 12 months.




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 31, 2008 the Company had no full or part time employees, other than Jon
Roylance who functions in the capacity of the Company’s chief executive and
chairman of the board. Should the Company enter into a business or development
opportunity, it will need to attract an unknown number of qualified employees.
This projected increase in personnel is dependent upon generating revenues and
obtaining sources of financing. There is no guarantee that the Company will be
successful in raising the funds required or generating revenues sufficient to
fund the projected increase in the number of employees.




Off-Balance
Sheet Arrangements




The
Company does not maintain off-balance sheet arrangements nor does it participate
in non-exchange traded contracts requiring fair value accounting
treatment.




Inflation




Our
opinion is that inflation has not had a material effect on our operation.




12




ITEM
3. CONTROLS AND PROCEDURES





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed by the Company in the reports
that are file or submit under the Exchange Act are recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in the reports that are file under the
Exchange Act is accumulated and communicated to our management, including our
principal executive and financial officers, as appropriate to allow timely
decisions regarding required disclosure.




Evaluation of Disclosure
Controls and Procedures





As of the
end of the period covered by this Quarterly Report, we conducted an evaluation,
under the supervision and with the participation of our chief executive officer,
of our disclosure controls and procedures (as defined in Rules Rules
13a-14(c) and 15d-14(c) of the Exchange Act). Based on the evaluation, our CEO
it was concluded that our disclosure controls and procedures need improvement
and were not adequately effective as of December 31, 2003 to ensure timely
reporting with the Securities and Exchange Commission. Management is in the
process of identifying deficiencies with respect to disclosure controls and
procedures and implementing corrective measures, which includes the
establishment of new internal policies related to financial
reporting.




Changes in Internal
Controls





There
were no significant changes in internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation.
There were no significant deficiencies or material weaknesses, and therefore
there were no corrective actions taken. However, the design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events and there is no certainty that any design will succeed in
achieving its stated goal under all potential future considerations, regardless
of how remote.





ITEM 3A(T). CONTROLS AND
PROCEDURES





Not
applicable.




PART
II - OTHER INFORMATION




ITEM
1. LEGAL PROCEEDINGS




In the
ordinary course of business, the Company may be involved in legal proceedings
from time to time. Although occasional adverse decisions or settlements may
occur, it is believe that the final disposition of such matters will not have
material adverse effect on the Company’s financial position, results of
operations or liquidity. The Company will seek to minimize disputes but
recognize the inevitability of legal action in today's business environment as
an unfortunate price of conducting business.





ITEM
2. CHANGES IN SECURITIES AND USE OF PROCEEDS




None.




(a)
            None




(b)
            None




(c)
            None






13




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.Date: April
      15, 2008
              By:
              /s/ Jon
      RoylanceJon
      RoylanceChief
      Executive Officer