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, 2002.

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO ___________


                             BEVERLY HOLDINGS, INC.
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Nevada              33-14982-LA                 77-0530472
   ------------------      ----------------           -----------------
   (State or other          (Commission                 (IRS Employ
   jurisdiction of           File Number)             Identification No.)
   incorporation)


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


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



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

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

                                               [ X ] Yes  [   ] No

State the number of shares  outstanding of each of the issuers classes of common
equity as of the latest practicable date.


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

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

      See accompanying notes to unaudited condensed financial statements.
                                       1
<PAGE>


                             BEVERLY HOLDINGS, INC.

              Form 10-QSB for the Quarter ended September 30, 2002
<TABLE>
<CAPTION>

                                Table of Contents

                                                                                 Page
                                                                                 ----
<S>                                                                              <C>
         Condensed Balance Sheets (Unaudited) - June 30, 2002 and
         September 30, 2002                                                       3

         Condensed Statements of Operations (Unaudited) for the Three
         Months Ended September 30, 2002 and 2001 and for the Period
         from August 30, 2000 (Date of Reorganization) through September
         30, 2002                                                                 3

         Condensed Statements of Cash Flows (Unaudited) for the Three
         Months Ended September 30, 2002 and for the Period from
         August 30, 2000 (Date of Reorganization) through September
         30, 2002                                                                 5

         Notes to Condensed Financial Statements (Unaudited)                      6

Item 2. Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                              8


PART II - OTHER INFORMATION                                                      12
ITEM 1 - LEGAL PROCEEDINGS
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS                               12
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES                                         12
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY
         HOLDERS                                                                 12
ITEM 5 - OTHER INFORMATION                                                       12
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K                                        12
SIGNATURE                                                                        13
</TABLE>

                                       2
<PAGE>

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


Item 1. Condensed Financial Statements

<TABLE>
<CAPTION>

                             BEVERLY HOLDINGS, INC.
                        (A Development Stage Enterprise)
                            CONDENSED BALANCE SHEETS
                                   (UNAUDITED)

                                     ASSETS

                                                                    September 30      June 30
                                                                        2002            2002
                                                                    ------------    ------------
<S>                                                                 <C>             <C>
Current Assets
Cash                                                                $        126    $        868
Prepaid expenses and other current asset                                   5,263           2,000
                                                                    ------------    ------------

   Total Current Assets                                                    5,389           2,868

Investments in Non-Marketable Securities                                    --           285,000
                                                                    ------------    ------------

Total Assets                                                        $      5,389    $    287,868
                                                                    ============    ============

                   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Accounts payable                                                    $    154,708    $    113,679
Advances from related party                                                8,400           6,400
                                                                    ------------    ------------

   Total Current Liabilities                                             163,108         120,079

Stockholders' Equity (Deficit)
Common stock,  $0.001 par value; 50,000,000
shares  authorized;  5,590,473 and
5,490,473 shares issued and outstanding,
respectively                                                               5,590           5,490
Additional paid-in capital                                               472,915         463,015
Deficit accumulated during the development stage                        (636,224)       (300,716)
                                                                    ------------    ------------

  Total Stockholders' Equity (Deficit)                                  (157,719)        167,789
                                                                    ------------    ------------

Total Liabilities and Stockholders' Equity (Deficit)                $      5,389    $    287,868
                                                                    ============    ============
</TABLE>

             See accompanying notes to unaudited condensed financial
                                  statements.
                                       3
<PAGE>
<TABLE>
<CAPTION>

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

                                                                                   For the Period
                                                                                   From August 30,
                                                                                    2000 (Date of
                                                         For the Three Months      Reorganization)
                                                          Ended September 30,          Through
                                                         ----------------------     September 30,
                                                           2002         2001             2002
                                                         ---------    ---------       ---------

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

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

Gross Profit                                                 --           --              --

General and Administrative Expenses                        50,508       51,916         326,224
Impairment of investment in non-
marketable securities                                     285,000         --           310,000
                                                        ---------    ---------       ---------

Net Loss                                                $(335,508)   $ (51,916)      $(636,224)
                                                        =========    =========       =========

Basic and Diluted Loss Per Share                        $   (0.06)   $   (0.01)
                                                        =========    =========
Weighted Average Number of Shares
Outstanding                                             5,563,299    4,264,114
                                                        =========    =========
</TABLE>


             See accompanying notes to unaudited condensed financial
                                  statements.
                                       4
<PAGE>

<TABLE>
<CAPTION>

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



                                                                              For the Period
                                                                              From August 30,
                                                                               2000 (Date of
                                              For the Three Months            Reorganization)
                                               Ended September 30,               Through
                                             ----------------------            September 30,
                                               2002          2001                  2002
                                             ---------    ---------            ---------
<S>                                          <C>          <C>                  <C>
Cash Flows From Operating Activities
Net loss                                     $(335,508)   $ (51,916)           $(636,224)
Impairment of investment in non-
marketable securities                          285,000         --                310,000
Changes in current assets and liabilities:
Prepaid expenses and other current assets       (3,263)        --                 (5,263)
Accounts payable                                41,029        2,778               73,213
Advances from related party                      2,000         --                  8,400
                                             ---------    ---------            ---------

Net Cash Used in Operating Activities          (10,742)     (49,138)            (249,874)
                                             ---------    ---------            ---------

Cash Flows From Investing Activities
Investments in non-marketable securities          --        (25,000)            (310,000)
                                             ---------    ---------            ---------

Net Cash Used in Investing Activities             --        (25,000)            (310,000)
                                             ---------    ---------            ---------

Cash Flows From Financing Activities
Proceeds from issuance of common stock          10,000       80,000              560,000
                                             ---------    ---------            ---------

Net Cash Provided by Financing Activities       10,000       80,000              560,000
                                             ---------    ---------            ---------

Net Change In Cash                                (742)       5,862                  126

Cash at Beginning of Period                        868        3,102                 --
                                             ---------    ---------            ---------

Cash at End of Period                        $     126    $   8,964            $     126
                                             =========    =========            =========
</TABLE>


             See accompanying notes to unaudited condensed financial
                                  statements.
                                       5
<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 accounting  principles generally accepted
in the United States of America 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, 2002.  The results of operations  for the period ended  September
30, 2002 is not necessarily  indicative of the operating  results to be expected
for the full year.

Basis of Presentation -- The accompanying  condensed  financial  statements have
been prepared on a going concern basis,  which  contemplates  the realization of
assets and the  satisfaction  of  liabilities  in the normal course of business.
During the three months ended  September  30, 2002,  the Company  incurred a net
loss of $335,508.  As of September 30, 2002, the Company has had no revenues and
the accumulated  deficit from  reorganization  totaled $636,224.  These factors,
among  others,  indicate  that the  Company may be unable to continue as a going
concern.  The accompanying  financial  statements do not include any adjustments
relating to the carrying  amount and  classification  of recorded  assets or the
amount and  classification  of  liabilities  that might be necessary  should the
Company be unable to  continue  as a going  concern.  The  Company's  ability to
continue as a going concern is dependent upon its ability to generate sufficient
cash  flows to meet its  obligations  on a timely  basis,  to obtain  additional
financing  and  ultimately  to attain  successful  operations.  The  Company  is
currently  considered a development  stage  enterprise  whose purpose is to seek
merger and acquisition candidates.

NOTE 2 - INVESTMENT IN NON-MARKETABLE SECURITIES

During July of 2001,  the Company  entered into an agreement  with Sonic Garden,
Inc.  (SGI), a privately held  California  corporation in the business of online
music and traditional recordings that gives the Company the right to purchase up
to  2,000,000  shares  of SGI at $0.50  per  share.  The  price  per  share  was
determined  as a  result  of an  arms  length  negotiation  between  SGI and the
Company.  Other than the option  agreement,  there are no shares being  actively
traded. Were the entire 2,000,000 options to be exercised, the Company would own
approximately  22% of the  outstanding  equity  securities  of SGI.  The Company
originally  planned to exercise the Option in multiple traunches over a 12 month
period,  however,  the Company is not obligated to purchase any shares from SGI.
The Company considered this to be a long-term investment.

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

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

On January 24, 2002,  the Company  purchased  100,000 common shares of Corporate
Playbook Holdings,  Inc.,  (Corporate  Playbook) a privately held corporation in
                                       6
<PAGE>



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

the online  human  resources  industry,  for  $25,000,  or $0.25 per share.  The
purchase  price  was  determined  as the  result of an arms  length  negotiation
between the Company and  Corporate  Playbook.  Because  Corporate  Playbook is a
privately  held  corporation,  the  purchase was  recorded as an  investment  in
non-marketable securities at the purchase price of $0.25 per share.

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

NOTE 3 - STOCKHOLDERS' EQUITY

On August 30,  2000 and August  10,  2001,  the  Company  authorized  a 1-for-25
reverse  stock split and a 1-for-4  reverse  stock split,  respectively,  of the
Company's  $0.001 par value common stock. All share and per share data have been
retroactively restated to reflect these reverse stock splits.

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

During the year ended June 30, 2002,  the Company sold 350,000  shares of common
stock for $350,000 in proceeds pursuant to the exercise of 350,000 options by an
institutional investor. The options were issued in connection with the financial
proposal  for the sale of up to  1,000,000  shares of common  stock at $1.00 per
share. The proceeds were used for the Company's general operational purposes and
for further investment in SGI.

On July 25, 2002,  the Company issued 100,000 shares of common stock for $10,000
in proceeds to the president of the Company in consideration  for his service as
a director and as President, Secretary and Treasurer.

NOTE 4 - RELATED PARTY TRANSACTIONS

During the three months ended  September  30, 2002,  and the year ended June 30,
2002, MSI made advances to the Company to meet current operating expenses. As of
September 30, 2002,  the balance of $8,400 was due on demand with no other terms
stated.
                                       7
<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.
                                       8
<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.  The Company retained approximately five percent (5%) of the
outstanding shares of DDJ California and ELG, LASS and DTT. The shareholders and
the  Board  of  Directors  also  voted  to  amend  the  Company's   Articles  of
Incorporation to change the Company's name to Digital D.J.  Holdings,  Inc., and
to conduct a twenty-five  for one reverse  stock split of the  Company's  common
stock.  After  distributing out approximately  ninety-five  percent (95%) of the
ownership of the core businesses of the Company to its shareholders, the Company
elected to seek other acquisition  candidates and to sell up to 1,000,000 shares
of its common stock for up to $.10 per share,  to be paid in goods,  services or
cash.  The  Company  was  unable  to sell  shares  at $.10 per  share  since the
Company's  stock was  priced at $0.02 per share and had  virtually  no volume at
that price  level.  Effective  March 6, 2001,  the  Company  changed its name to
Beverly Holdings, Inc.

Acquisition of Interest in Sonic Garden

On July 19,  2001,  the  Company  entered  into an option  agreement  with Sonic
Garden, Inc. (the "Option"),  to purchase up to 2,000,000 shares of common stock
of Sonic Garden for $0.50 per share for a total  purchase  price of  $1,000,000,
which purchase represents approximately 22% of the outstanding equity securities
of Sonic  Garden as of the date of the Option.  The Company is not  obligated to
purchase any  additional  shares from Sonic Garden.  The price per share for the
common stock was  determined as a result of an arms length  negotiation  between
the Company and Sonic  Garden.  The Company has been  informed that Sonic Garden
obtained  title  to  certain  proprietary   intellectual   property  rights  and
technology from The Phoenix Group International, LLC ("Phoenix"). The Company is
further   informed  that  Phoenix  obtained  the  digital  music  and  web-based
intellectual  property and technology from a third party that spent in excess of
$10,000,000 in developing the assets now owned by Sonic Garden.  The Company was
                                       9
<PAGE>


unable to raise  sufficient  funds to purchase  2,000,000 shares of Sonic Garden
and ultimately  only exercised  options to purchase  $285,000 worth of stock, or
570,000  shares since there was only a limited  investment in Sonic Garden,  the
Company  determined that it would be more attractive to a merger candidate if it
divested  its Sonic  Garden  shares and  focused on a  complete  merger  with an
operating  company.  On January 24, 2002, the Company  purchased  100,000 common
shares of Corporate Playbook Holdings,  Inc.,  (Corporate  Playbook) a privately
held corporation in the online human resources  industry,  for $25,000, or $0.25
per share.  The purchase  price was  determined  as the result of an arms length
negotiation  between the  Company  and  Corporate  Playbook.  Because  Corporate
Playbook  is a privately  held  corporation,  the  purchase  was  recorded as an
investment  in  non-marketable  securities  at the  purchase  price of $0.25 per
share.

Results of Operations

Until  August 30,  2000,  the Company  was  primarily  engaged in  research  and
development  activities.  On August 30, 2000, the Company  elected to divest its
operating subsidiary and search for an acquisition candidate.  Accordingly,  the
accompanying  statements  of  operations  should not be  regarded as typical for
normal periods of operation.  The Company's development stage status,  recurring
net losses and  capital  deficit  raise  substantial  doubt about its ability to
continue  as a going  concern.  Additional  financing  or  restructuring  of its
liabilities  will  be  required  in  order  for  the  Company  to  complete  its
development  stage  activities.  Management hopes that it will be able to obtain
such financing from new investors, and restructure its liabilities.

The Company had no operations or revenues,  or significant assets or liabilities
since it divested its operating  subsidiaries  prior to August 2000. The Company
had minimal activities at the operating subsidiary level from the period between
July 1, 2000 and August 30, 2000.  Thereafter,  the Company's activities related
only to the actions  necessary  to complete  the  divestiture  of the  operating
subsidiaries.

Three Months Ended September 30, 2002

         Revenue. The Company had no revenues during the quarter ended September
30,  2002.  The lack of  revenue  is the  result of the lack of new sales in the
quarter ended  September 30, 2002 and the previous  divestiture of its operating
subsidiaries.

         Cost of Sales.  The  Company  incurred no cost of sales for the quarter
ended  September  30, 2002.  This decrease is primarily due to the fact that the
Company did not sell any new products  during the quarter  ended  September  30,
2002.

         Gross  Profit.  The Company  experienced  no gross profit for the three
months ended September 30, 2002.
                                       10
<PAGE>

         Operating Expenses.  The Company had minimal operating expenses for the
three months ended September 30, 2002 of $50,508,  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 $126 and $157,719,
respectively, as of September 30, 2002.

The Company has only minimal existing cash and cash equivalents and no cash flow
from operations.  The Company will have to rely upon cash raised through private
placements  or loans  from its  shareholders  or  others  to meet the  Company's
presently  anticipated working capital needs for the next 13 months. The Company
will be required to obtain additional funds, if available, through borrowings or
equity financings. There can be no assurance that such capital will be available
on acceptable terms. If the Company is unable to obtain sufficient financing, it
may be unable to continue to operate.


Material Changes in Operations

The Company has had no material  change in  operation  during the quarter  ended
September 30, 2002.
                                       11
<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

         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
                                       12
<PAGE>


         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.


                            BEVERLY HOLDINGS, INC.


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

                                      13