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, 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)


   657 Third Street, San Francisco, California               94107
-------------------------------------------------------------------------------
   (Address of principal executive offices)                Zip Code)


Company's telephone number, including area code:      (415) 597-8877
                                                -------------------------------


                           DIGITAL D.J. HOLDINGS, INC.
                          -----------------------------
          (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

                                        1

<PAGE>



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 11,060,701 Shares as of the date of this report.


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



                                        2

<PAGE>


<TABLE>
<CAPTION>

                             BEVERLY HOLDINGS, INC.

                Form 10-QSB for the Quarter ended March 31, 2001

                                Table of Contents

                                                                                                               Page
                                                                                                               ----
<S>                                                                                                              <C>
PART 1 - ITEM 2...................................................................................................4
     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS FOR BEVERLY HOLDINGS, INC..........................................................4
     CAUTION REGARDING FORWARD-LOOKING INFORMATION................................................................4
     OVERVIEW OF THE COMPANY......................................................................................4

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

                                        3

<PAGE>



PART 1 - ITEM 2

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS FOR BEVERLY HOLDINGS, INC.

                             BEVERLY HOLDINGS, INC.
                        (A Development Stage Enterprise)


                          INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>



                                                                                                       Page


<S>                              <C> <C>                                                                   <C>
           Balance Sheet - March 31, 2001 (Unaudited)                                                    F-1

           Statements of Operations (Unaudited) for the Three Months Ended March
           31, 2001 and for the Period from August 30,
           2000 (Date of Reorganization) through March 31, 2001                                          F-2

           Statements of Cash Flows (Unaudited) for the Three Months Ended March
           31, 2001 and for the Period from August 30,
           2000 (Date of Reorganization) through March 31, 2001                                          F-3

           Notes to Financial Statements (Unaudited)                                                     F-4

</TABLE>





<PAGE>

                             BEVERLY HOLDINGS, INC.
                        (A Development Stage Enterprise)
                                  BALANCE SHEET
                                   (UNAUDITED)
                                 March 31, 2001




                                     ASSETS
                                     ------

Current Assets  $                88
                -------------------


Total Assets    $                88
                ====================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------


Current Liabilities
      Accrued expenses                                     $     76,562
      Advances payable                                           25,255
                                                           -------------

           Total Current Liabilities                            101,817
                                                           -------------

Stockholders' Deficit
      Preferred Stock, no par value
           6,000,000 shares authorized
           no shares issued and outstanding                          --
      Common stock, $0.001 par value
           50,000,000 shares authorized
           560,701shares issued and outstanding                     561
      Deficit paid-in capital                                   (82,056)
      Deficit accumulated during the development stage          (20,234)
                                                           --------------

           Total Stockholders' Deficit                         (101,729)
                                                           --------------

Total Liabilities and Stockholders' Deficit                $         88
                                                           =============

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

                                      F-1
<PAGE>


                             BEVERLY HOLDINGS, INC.
                        (A Development Stage Enterprise)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                               Cumulative From
                                                               August 30, 2000
                                                                  (Date of
                                         For the Three         Reorganization)
                                         Months Ended              Through
                                         March 31, 2001        March 31, 2001
                                         ---------------       ---------------
Sales                                    $           --        $           --

Cost of Sales                                        --                    --

Gross Profit                                         --                    --

General and Administrative Expenses               20,079                20,234
                                         ---------------       ---------------

Net Loss                                 $        20,079       $        20,234
                                         ===============       ===============

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




                                      F-2
<PAGE>

                             BEVERLY HOLDINGS, INC.
                        (A Development Stage Enterprise)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                                Cumulative From
                                                                                                August 30, 2000
                                                                                                    (Date of
                                                                            For the Three        Reorganization)
                                                                            Months Ended            Through
                                                                           March 31, 2001        March 31, 2001
                                                                           ---------------       ---------------
<S>                                                                        <C>                   <C>
Cash Flows From Operating Activities
    Net Loss                                                               $       (20,079)      $       (20,234)
    Adjustments to reconcile net loss to
     net cash used in operating activities:
       Accrued expenses                                                             19,982                (4,933)
       Advances payable                                                                185                25,255
                                                                           ---------------       ---------------

Net Cash Provided By Operating Activities                                               88                    88
                                                                           ---------------       ---------------

Net Increase (Decrease) in Cash and
   Cash Equivalents                                                                     88                    88

Cash and Cash Equivalents at Beginning of Period                                       --                    --
                                                                           ---------------       ---------------

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

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


                                      F-3
<PAGE>

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

NOTE 1 --SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business  and  Organization--   Beverly  Holdings,   Inc.  (the  "Company")  was
incorporated as "Golden Queens Mining Company" on July 31, 1986 under the law of
the State of Nevada,  primarily for the purpose of exploration,  development and
production of certain mining properties located in Esmeralda County,  Nevada. In
July,  1987, the Company changed its name to "Breakthrough  Electronics,  Inc.",
terminated its activities in the mining  business,  and began efforts to develop
and market electronic  product.  This business was terminated several years ago.
On November  22, 1999,  the Company  acquired  Digital DJ,  Inc.,  pursuant to a
reverse  triangle  merger . This  merger  resulted  in  control  of the  Company
transferring from the former  shareholders to the former shareholders of Digital
DJ Inc.  Digital DJ Inc. was incorporated in December 1991. Its primary business
activity  was the  development  and  marketing  of a digital  data  system  that
provides  a  variety  of  information  services  to  radio  listeners  using  FM
subcarrier technology.

On August 30, 2000, the Company's  shareholders and its Board of Directors voted
to distribute  the majority of the  outstanding  shares of each of the Company's
subsidiaries. Ninety-five percent (95%) of the outstanding shares of each of the
subsidiaries  were distributed to the  shareholders,  ratably,  based upon their
ownership interest. The Company elected a new Board of Directors and changed its
name to Digital Holdings,  Inc. On March 6, 2001, the Board of Directors decided
to change the Company's name from Digital  Holdings,  Inc. to Beverly  Holdings,
Inc.

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

Interim  Financial   Statements--The   accompanying   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.  The results of operations  for the three month
period  ended March 31, 2001 are not  necessarily  indicative  of the  operating
results to be expected for the full year.  There were no  operations  during the
period from August 20, 2000 through September 30, 2000. Therefore, the six month
results of operations for the period from October 1, 2000 through March 31, 2001
were the same as those from August 30, 2000 through March 31, 2001.

Basis  of  Presentation  -- The  accompanying  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 March 31, 2001,  the Company  incurred net losses of $20,079.
As of March 31,  2001,  the  accumulated  deficit  from  reorganization  totaled
$20,234. These factors, among others, indicate that the Company may be unable to

                                       F-4
<PAGE>

continue  as a going  concern.  The  accompanying  financial  statements  do not
include any adjustments  relating to the carrying amount and  classification  of
recorded assets or the amount and  classification  of liabilities  that might be
necessary  should the  Company be unable to  continue  as a going  concern.  The
Company's  ability to continue as a going concern is dependent  upon its ability
to generate  sufficient cash flows to meet its obligations on a timely basis, to
obtain additional financing and ultimately to attain successful operations.  The
Company is currently  considered a development stage enterprise whose purpose is
to seek merger and acquisition candidates.

NOTE 2- STOCKHOLDERS' EQUITY

On March 31, 2001,  the  Company's  Board of  Directors  approved the terms of a
financial  proposal from International  Fiduciary Trust & Holdings,  S.A., which
contemplates an initial private offering by the Company of 20,000,000  shares of
common stock for $0.01 per share,  a subsequent 4 to 1 reverse stock split and a
second  private  offering  of up to an  additional  800,000  shares at $1.00 per
share.

NOTE 3 - CONSULTING AGREEMENT

On March 1, 2001, the Company  entered into an agreement  with  Mackenzie  Shea,
Inc.(MSI) to engage and retain MSI as a Business  Consultant for a period of two
years  unless  otherwise  terminated.  The  Company  agreed to pay MSI a monthly
advisory fee of $15,000 plus other normal and reasonable out-of-pocket expenses.

NOTE 4 - SUBSEQUENT EVENTS

The Company  sold  10,500,000  shares of common  stock  pursuant to the offering
proposal  from a group of  investors  which was  mentioned  in NOTE 2. The total
offering price received is $105,000, however, the Company anticipates completing
the full $200,000 private placement.  No underwriting discounts were experienced
and no commissions or finder's fees were paid. The proceeds will be used for the
Company's general operational purposes.

                                      F-5

<PAGE>

     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.  On April 1, 1999, the Company established a wholly owned
subsidiary, FM Intelligent  Transportation Systems, Inc. (FMITS), which provided
a traffic information service in the mobile market.

                                        4

<PAGE>



         On  August  30,  2000,  the  Company's  shareholders  and its  Board of
Directors voted to distribute the majority of the outstanding  shares of each of
the Company's  subsidiaries,  Digital D.J., Inc., a California corporation ("DDJ
California"),  Latin  American  Subcarrier  Services,  a California  corporation
("LASS"),  European  Licensing  Group,  a  California  corporation  ("ELG")  and
Domestic  Transmission  Technologies,  a California  corporation ("DTT"), to the
Company's  shareholders.  Ninety-five percent (95%) of the outstanding shares of
each of the subsidiaries  were distributed to the shareholders,  ratably,  based
upon their ownership interest. Approximately 13,316,649 shares of DDJ California
and  approximately  532,666 shares of each of DTT, LASS and ELG were distributed
to the Company's shareholders. The Company retained approximately 700,877 shares
of DDJ California and approximately  28,035 shares of each of ELG, LASS and DTT.
The  shareholders  and the Board of Directors  also voted to amend the Company's
Articles of Incorporation to change the Company's name to Digital D.J. Holdings,
Inc., and to conduct a twenty-five  for one reverse stock split of the Company's
common  stock.  After  distributing  out  ninety-five  percent (95%) of the core
businesses of the Company to its shareholders, the Company elected to seek other
acquisition  candidates  and to sell up to 1,000,000  shares of its common stock
for up to $.10 per share,  to be paid in goods,  services or cash. For financial
reporting  purposes,  the Company was considered the successor to the historical
Digital D.J.  Holdings,  Inc., and Subsidiaries and the Company was considered a
newly organized entity on August 30, 2000, the date negotiations relating to the
reorganization  was approved by the  shareholders.  The  accompanying  Company's
financial statements do not include any of the historical  operations related to
the operations of the Digital D.J.  Holdings,  Inc., and  Subsidiaries  prior to
August 30,  2000.  The Company was unable to sell shares at $.10 per share since
the Company's stock was priced at $0.02 per share.  Effective March 6, 2001, the
Company changed its name to Beverly Holdings, Inc.

         On March 31, 2001, the Company's  Board of Directors voted to approve a
proposed  restructuring  and financing plan proposed by International  Fiduciary
Trust & Holdings,  S.A.,  which  contemplates an initial private offering by the
Company of 20,000,000  shares of common stock for $.01 per share, a subsequent 4
to 1 reverse  stock split and a second  private  offering of up to an additional
800,000 shares thereafter at $1.00 per share. See Section II, Item 2, CHANGES IN
SECURITIES AND USE OF PROCEEDS.

Results of Operations

         As of March 31, 2001, the Company is in the  development  stage.  Until
August 30, 2000, the Company was primarily  engaged in research and  development
activities. On August 30, the Company elected to divest its operating subsidiary
and  search  for  an  acquisition  candidate.   Accordingly,   the  accompanying
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  4btain  such  financing  from  new
investors, and restructure its liabilities.

                                       5

<PAGE>



         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.

Three Months Ended March 31, 2001

         Revenue. The Company had no revenues during the quarter ended March 31,
2001.  The  decrease  in  revenue  is the result of the lack of new sales in the
quarter  ended  March 31, 2001 and the  previous  divestiture  of its  operating
subsidiaries.

         Cost of Sales.  The  Company  incurred no cost of sales for the quarter
ended  March 31,  2001.  This  decrease  is  primarily  due to the fact that the
Company did not sell any new products during the quarter ended March 31, 2001.

         Gross  Profit.  The Company  experienced  no gross profit for the three
months ended March 31, 2001.

         Operating Expenses.  The Company had minimal operating expenses for the
three months ended March 31, 2001 of $20,079.

Liquidity and Capital Resources

         Cash and cash  equivalents  and net working  (deficit)  totaled $88 and
($101,729),  respectively,  as of March 31, 2001. The primary source of cash has
been net proceeds  generated from debt  financings.  The Company has relied upon
advances from shareholders to fund its operations during the periods  discussed.
The Company received $105 in debt financing for the three months ended March 31,
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 March 31, 2001.


                                        6

<PAGE>

PART II - OTHER INFORMATION

         ITEM 1 - LEGAL PROCEEDINGS

         The  Company  is not a  party  to or  aware  of any  legal  proceeding,
involving the Company and the Company is not aware of any proceedings  involving
any of the Company's  directors,  officers,  agents,  representatives or persons
that beneficially own 5% or more of the Company's voting securities.

         ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

         On March 31, 2001,  the Board of Directors of the Company  approved the
terms of a proposal provided by International Fiduciary Trust & Holdings,  S.A.,
pursuant  to which the  Company  would  enter  into an  overall  financing  plan
requiring two consecutive but differing  private  placements and a reverse stock
split.  The plan  calls  for the  Company  to  conduct a  private  placement  of
20,000,000 shares of its common stock at $.01 per share, which was approximately
50% of the market value of the Company's publically traded shares as of the date
of the resolution.  Upon completion of the first private placement,  the Company
will  conduct  a 4 to 1 reverse  stock  split  upon  approval  of the  Company's
shareholders.   Upon  completion  of  the  reverse  stock  split,  International
Fiduciary Trust & Holdings,  S.A. agreed to purchase up to 800,000 shares of the
Company's  common stock for $1.00 per share. As of the date of this report,  the
Company has completed and accepted subscriptions for 10,500,000 shares of common
stock and received aggregate  subscription proceeds in the amount of $105,000 in
the first private placement, as more particularly described below:

                  a. The Company sold 10,500,000 shares of common stock pursuant
to this offering effective on May 3, 2001.

                  b. There were no principal underwriters.  The shares were sold
on a private basis to accredited  investors only that had a preexisting business
relationship  with the Company,  its financial  consultants,  legal  advisors or
accounts.

                  c. The securities were sold for cash. The total offering price
received to date is $105,000,  however,  the Company anticipates  completing the
full $200,000 private placement.  No underwriting discounts were experienced and
no commissions or finder's fees were paid.

                  d. The  securities  were sold in reliance upon the  exemptions
from  registration   afforded  under  Regulation  D  and  Rule  506  promulgated
thereunder.  Securities were offered only to accredited investors. Each investor
completed a Subscriber  Questionnaire  and a Subscription  Agreement  certifying
that they were accredited investors.

                  e.  Proceeds  of the  offering  were  used  for the  Company's
general operational purposes and as follows.


                                        7

<PAGE>

         Accounting  and audit fees,  retirement  of debt,  new transfer  agency
fees, outstanding consulting fees and general working capital.

         ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

         None.

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

         None.


         ITEM 5 - OTHER INFORMATION

Change In Registrant's Certifying Accountant

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

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

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

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

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


                                        8

<PAGE>

Consulting Agreement

         On March 1, 2001, the Company entered into a Consulting  Agreement with
Mackenzie Shea, Inc. ("MSI") to provide various business consulting and advisory
services for the  Company.  Pursuant to the  Agreement,  MSI is paid $15,000 per
month for such services and is reimbursed for normal business  expenses incurred
in the course of its  engagement.  The  Agreement  is  cancellable  upon 30 days
written notice.  MSI has also agreed to temporarily allow the Company to utilize
MSI's office as its primary business location.


         ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

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

         3.1    Amended Articles of Incorporation of Digital D.J. Holdings, Inc.

         10.1   Form of Stock Purchase Agreement in $0.01 private placement.

         10.2   Form of Option Agreement





                                   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, 2001                   BEVERLY HOLDINGS, INC.



                               By:  /s/ Thomas Takahisa
                                  ----------------------------------
                                        Thomas Takahisa, President
                                       9
<PAGE>