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 SEPTEMBER 30, 2001.

[ ]      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 N. O'Connor Blvd., 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)


<PAGE>

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or such  shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                                                                [X] Yes   [ ] No

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:

     Approximately 5,240,473 Shares as of the date of this report.


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


<PAGE>

<TABLE>
<CAPTION>
                             BEVERLY HOLDINGS, INC.

              Form 10-QSB for the Quarter ended September 30, 2001

                                Table of Contents

                                                                                      Page
PART 1 - FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
<S>                                                                                      <C>
     Condensed Balance Sheets (Unaudited) - September 30 and
     June 30, 2001                                                                        1

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

     Condensed  Statements of Cash Flows  (Unaudited) for the Three Months Ended
     September  30,  2001 and for the  Periods  from  August  30,  2000 (Date of
     Reorganization) through September 30, 2000
     and 2001                                                                             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)


                                     ASSETS
<TABLE>
<CAPTION>
                                                                                 September 30,   June 30,
                                                                                      2001         2001
                                                                                   ---------    ---------
<S>                                                                                <C>          <C>
Current Assets - Cash                                                              $   8,964    $   3,102
                                                                                   ---------    ---------

Investment in Non-Marketable Securities                                               25,000         --
                                                                                   ---------    ---------

Total Assets                                                                       $  33,964    $   3,102
                                                                                   ---------    =========


                      LIABILITIES AND STOCKHOLDERS' DEFICIT


Current Liabilities - Accounts payable                                             $  35,736    $  32,958

Stockholders' Deficit
      Common stock, $0.001 par value; 50,000,000 shares authorized;
        5,140,473 and 3,140,473 shares and outstanding, respectively                   5,140        3,140
      Additional paid-in capital                                                     113,365       35,365
      Deficit accumulated during the development stage                              (120,277)     (68,361)
                                                                                   ---------    ---------

           Total Stockholders' Deficit                                                (1,772)     (29,856)
                                                                                   ---------    ---------

Total Liabilities and Stockholders' Deficit                                        $  33,694    $   3,102
                                                                                   =========    =========
</TABLE>


                  See accompanying notes to unaudited condensed
                             financial statements.

                                        1
<PAGE>

                             BEVERLY HOLDINGS, INC.
                        (A Development Stage Enterprise)
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                        Cumulative From
                                              For the Three             August 30, 2000
                                               Months Ended                 Through
                                               September 30,              September 30,
                                                    2001              2000            2001
                                                -----------    ----------------   -----------
<S>                                             <C>            <C>                <C>
Sales                                           $      --      $           --     $      --

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

Gross Profit                                           --                  --            --

General and Administrative Expenses                 (51,916)               --        (120,277)
                                                -----------    ----------------   -----------

Net Loss                                        $   (51,916)   $           --     $  (120,277)
                                                ===========    ================   ===========

Basic and Diluted Loss Per Share                $     (0.01)   $           0.00
                                                ===========    ================

Weighted Average Number of Shares Outstanding     4,264,114             140,473
                                                ===========    ================
</TABLE>


                  See accompanying notes to unaudited condensed
                             financial statements.

                                        2
<PAGE>

                             BEVERLY HOLDINGS, INC.
                        (A Development Stage Enterprise)
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                    Cumulative From
                                                                    August 30, 2000
                                                 For the Three   (Date of Reorganization)
                                                  Months Ended            Through
                                                  September 30,        September 30,
                                                      2001          2000          2001
                                                   ---------    ------------   ---------
<S>                                                <C>          <C>            <C>
Cash Flows From Operating Activities
    Net loss                                       $ (51,916)   $       --     $(120,277)
    Changes in current liabilities;
       Accounts payable                                2,778            --       (45,759)
                                                   ---------    ------------   ---------

       Net Cash Used in Operating Activities         (49,138)           --      (166,036)
                                                   ---------    ------------   ---------

Cash Flows From Investing Activities
    Investment in non-marketable securities          (25,000)           --       (25,000)
                                                   ---------    ------------   ---------

       Net Cash Used in Investing Activities         (25,000)           --       (25,000)
                                                   ---------    ------------   ---------

Cash Flows From Financing Activities
    Proceeds from issuance of common stock            80,000            --       200,000
                                                   ---------    ------------   ---------

       Net Cash Provided by Financing Activities      80,000            --       200,000
                                                   ---------    ------------   ---------

Net Increase in Cash                                   5,862            --         8,964

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

Cash at End of Period                              $   8,964    $       --     $   8,964
                                                   =========    ============   =========
</TABLE>


                  See accompanying notes to unaudited condensed
                             financial statements.

                                        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  three  month  period  ended  September  30,  2001  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 three months ended  September  30, 2001,  the Company  incurred a net
loss of $51,916.  As of September 30, 2001,  the Company has had no revenues and
the accumulated  deficit from  reorganization  totaled $120,277.  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
$80,000 in proceeds  during the three  months  ended  September  30, 2001 from a
private  placement  offering.  Additionally,  the Company  has  entered  into 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 hopes
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
considers this to be a long-term investment.


                                        4
<PAGE>

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

During  August of 2001 the Company  purchased  50,000  common  shares of SGI for
$25,000. Subsequent to September 30, 2001, during October, the Company purchased
an additional 200,000 shares for $100,000.  Because the present ownership of SGI
by the Company is only a minority  ownership  (less than 3%), 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.

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.

NOTE 4 - SUBSEQUENT EVENTS

During  October of 2001,  the Company  sold  150,000  shares of common stock for
$150,000  in  proceeds  pursuant  to  the  exercise  of  150,000  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 will be used for the Company's general operational  purposes
and for further investment in SGI.

During  October of 2001, the Company  purchased  200,000 shares of Sonic Garden,
Inc. for $100,000.

                                        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.


                                        6
<PAGE>

         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.

         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. Approximately 13,316,649 shares of DDJ California
and  approximately  532,666 shares of each of DTT, LASS and ELG were distributed
to the Company's shareholders. The Company retained approximately 700,877 shares
of DDJ California and approximately  28,035 shares of each of ELG, LASS and DTT.
The  shareholders  and the Board of Directors  also voted to amend the Company's
Articles of Incorporation to change the Company's name to Digital 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.

Recent Capital Offering

         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) (the  "$200,000  Offering")  and a subsequent  4-for-1  reverse
stock split. The Company has completed a private  placement of 20,000,000 shares
at $0.01  per  share as of  August  30,  2001 and has  authorized  and  approved
reducing  the  number  of  shares  outstanding  as set  forth in this  report to
5,240,473.

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

                                        7
<PAGE>

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 a title to certain proprietary  intellectual
property   rights  and  technology   from  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.

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  250,000
shares of Sonic Garden and has not purchased interests in any other companies as
of the date of this report.

Three Months Ended September 30, 2001

         Revenue. The Company had no revenues during the quarter ended September
30,  2001.  The lack of  revenue  is the  result of the lack of new sales in the
quarter ended  September 30, 2001 and the previous  divestiture of its operating
subsidiaries.

         Cost of Sales.  The  Company  incurred no cost of sales for the quarter
ended  September  30, 2001.  This decrease is primarily due to the fact that the
Company did not sell any new products  during the quarter  ended  September  30,
2001.

                                        8
<PAGE>

         Gross  Profit.  The Company  experienced  no gross profit for the three
months ended September 30, 2001.

         Operating Expenses.  The Company had minimal operating expenses for the
three months ended September 30, 2001 of $51,916,  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 $8,964 and
($26,772),  respectively,  as of September 30, 2001. 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  September 30,
2001.

         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 September 30, 2001.

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.

                                        9
<PAGE>

         ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.

         ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

         None.

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

         None.

         ITEM 5 - OTHER INFORMATION

         Change In Registrant's Certifying Accountant

         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.


November 14, 2001                       BEVERLY HOLDINGS, INC.



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




                                       10