U.S.
SECURITIES AND EXCHANGE COMMISSION





WASHINGTON,
D.C. 20549





FORM
10-QSB




SEC File
No: 33-14982-LA





[X]      QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
QUARTERLY PERIOD ENDED DECEMBER 31, 2007.





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





BEVERLY
HOLDINGS, INC.


(Exact
name of registrant as specified in its charter)







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







Unit
155 33rd
Northwest 185th ,
Portland OR 97229


_________________________________________


(Address
of principal executive
offices)         (Zip
Code)





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


___________________________________________________





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





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


[
] Yes  [ X  ] No





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




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





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








1























Form
10-QSB for the Quarter ended December 31, 2007





Table
of Contents





Part
      I. FINANCIAL INFORMATION
            Page
    NoItem
      1. Financial StatementsCondensed
      Balance Sheets:December
      31, 2007 (Unaudited) and June 30, 2007 (Audited)
            3Condensed  Statements
      of Losses:Three
      and Six Months Ended December 31, 2007 and 2006
(Unaudited)
            4Condensed
      Statements of Cash Flows:Six
      Months Ended December 31, 2007 and 2006 (Unaudited)
            5Notes
      to Unaudited Condensed  Financial Information
            6Item
      2. Management Discussion and Analysis
            8Item
      3. Controls and Procedures
            12Part
      II. OTHER INFORMATIONItem
      1. Legal Proceedings
            13Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
            13Item
      3. Defaults Upon Senior Securities
            13Item
      4. Submission of Matters to a Vote of Security Holders
            13Item
      5. Other Information
            13Item
      6. Exhibits
            13Signatures
            14








2













PART
1 - FINANCIAL INFORMATION





ITEM 1.
FINANCIAL STATEMENTS




BEVERLY
HOLDINGS, INC.




CONDENSED
BALANCE SHEETS





December
      31,
            
            
            June
      30,2007
            
            
            2007(Unaudited)
            
            
            (Audited)ASSETSCurrent
      Assets:Cash
            
            $
            13,260
            
            
            $
            --Total
      Current Assets
            
            
            13,260
            
            
            
            --Total
      Assets
            
            $
            13,260
            
            
            $
            --LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)Account  payable
      and accrued expenses
            
            $
            2,236
            
            
            $
            --Convertible  Note  Payable
            
            
            100,000
            
            
            
            --Total  Current
      Liabilities
            
            
            102,236
            
            
            
            --Stockholders'
      Equity (Deficit):Common
      stock,  $0.001 par value; 50,000,000shares  authorized;
      5,590,473 and5,590,473
      shares issued and outstanding,respectively
            
            
            5,590
            
            
            
            5,590Additional
      paid-in capital
            
            
            634,715
            
            
            
            634,715Accumulated
      deficit
            
            
            (729,281
            )
            
            
            (640,305
            )Total
      Stockholders' Equity (Deficit)
            
            
            (88,976
            )
            
            
            --Total
      Liabilities and Stockholders' Equity (Deficit)
            
            $
            13,260
            
            
            $
            --











See
accompanying notes to unaudited condensed financial statements.











3





BEVERLY
HOLDINGS, INC.
 CONDENSED
STATEMENTS OF LOSSES


(UNAUDITED)







For
      the Three MonthsEnded
      December 31,
            
            
            For
      the Six MonthsEnded
      December 31,2007
            
            
            2006
            
            
            2007
            
            
            2006Revenue
            
            $
            --
            
            
            $
            --
            
            
            $
            --
            
            
            $
            --General
      and Administrative Expenses
            
            $
            86,740
            
            
            $
            --
            
            
            $
            86,740
            
            
            $
            --Loss
      from Operations
            
            $
            (86,740
            )
            
            $
            --
            
            
            $
            (86,740
            )
            
            $
            --Interest
      expense
            
            
            2,236
            
            
            
            --
            
            
            
            2,236
            
            
            
            --Net
      Loss
            
            $
            (88,976
            )
            
            $
            --
            
            
            $
            (88,976
            )
            
            $
            --Basic
      and Diluted Loss Per Share
            
            $
            (0.02
            )
            
            $
            --
            
            
            $
            (0.02
            )
            
            $
            --Weighted
      Average Number of Shares Outstanding
            
            
            5,740,473
            
            
            
            5,590,473
            
            
            
            5,665,473
            
            
            
            5,590,473








See
accompanying notes to unaudited condensed financial statements.











4







BEVERLY
HOLDINGS, INC.
 CONDENSED
STATEMENTS OF CASH FLOWS
 (UNAUDITED)





For
      the Six Months EndedDecember
      31,2007
            
            
            2006Cash
      Flows From Operating Activities:Net
      loss
            
            $
            (88,976
            )
            
            $
            --Increase
      in accounts payable and accrued expenses
            
            
            2,236
            
            
            
            --Net
      Cash Used in Operating Activities
            
            
            (86,740
            )
            
            
            --Net
      Cash Used in Investing Activities
            
            
            --
            
            
            
            --Cash
      Flows From Financing Activities:Proceeds
      from Convertible Note
            
            
            100,000
            
            
            
            --Net
      Cash Provided by Financing Activities
            
            
            100,000
            
            
            
            --Net
      Change In Cash
            
            $
            13,260
            
            
            $
            --Cash
      at Beginning of Period
            
            
            --
            
            
            
            --Cash
      at End of Period
            
            $
            13,260
            
            
            $
            --














See
accompanying notes to unaudited condensed financial statements








5




BEVERLY
HOLDINGS, INC.


NOTES
TO CONDENSED FINANCIAL STATEMENTS


December
31, 2007


(UNAUDITED)





NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES







General




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




In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. The unaudited
condensed financial statements should be read in conjunction with the June 30,
2007 financial statements and footnotes thereto included in the Company's Form
10KSB.




Business
and Basis of Presentation




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




Due to a
lack of liquidity, the Company failed to timely file its quarterly reports on
Form 10-QSB for the six months ended December 31, 2007. The Company has raised
limited funds and is in the process of filing its quarterly report for the
quarter ended  March 31, 2008.




Basis of
Presentation -- The accompanying condensed financial statements have been
prepared on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of
business.





As of
December 31, 2007, the Company had cash of $13,260, a working capital deficit
and negative net worth of $88,976 and no revenues for the six months then
ended.   These factors, among others, indicate that the Company
may be unable to continue as a going concern. The Company’s ability to continue
as a going concern is dependent upon its ability to generate sufficient cash
flows to meet its obligations on a timely basis, to obtain additional financing
and ultimately to attain successful operations. The Company is currently dormant
and its purpose is to seek merger and acquisition candidates.








NOTE
2 – CONVERTIBLE NOTE PAYABLE





On
October 24, 2007, the Company entered into a Securities Purchase Agreement with
certain investors under which investors agreed to purchase up to $500,000 in
unsecured Convertible Notes from the Company.  The Convertible Notes
issuable under the agreement accrue interest at 12.0 percent per annum, with
principal and interest due in full one year from the date of
issuance.  The investors may convert any portion of their Convertible
Notes at any time into Company Common Stock at a fixed conversion price of $0.50
per share, which is subject to adjustment in the event that the Company sells
newly issued Common Stock at less than $0.50.  On October 24, 2007,
the Company received $100,000 from an investor and issued a Convertible Note in
accordance with the Securities Purchase Agreement.  As of December 31,
2007, the balance due under the Convertible Note was $102,236, including accrued
interest.








6








NOTE
3 - STOCKHOLDERS' EQUITY (DEFICIT)





The
Company is authorized to issue 50,000,000 shares of common stock with a par
value of $0.001 per share. As of December 31, 2007, the Company has issued and
outstanding 5,590,473 shares of common stock.




On
October 24, 2007, the Company entered into a Securities Purchase Agreement with
certain investors under which investors agreed to purchase up to $500,000 in
unsecured Convertible Notes from the Company.  The Convertible Notes
issuable under the agreement accrue interest at 12.0 percent per annum, with
principal and interest due in full one year from the date of
issuance.  The investors may convert any portion of their Convertible
Notes at any time into Company Common Stock at a fixed conversion price of $0.50
per share, which is subject to adjustment in the event that the Company sells
newly issued Common Stock at less than $0.50.  On October 24, 2007,
the Company received $100,000 from an investor and issued a Convertible Note in
accordance with the Securities Purchase Agreement.  As of December 31,
2007, the balance due under the Convertible Note was $102,236, including accrued
interest.


.




NOTE
4 – SUBSEQUENT EVENTS




On
January 28, 2008, the Company sold a $100,000 Convertible Note to an Investor
according to the terms of the October 27, 2007 Securities Purchase
Agreement.








7







ITEM 2. MANAGEMENT DISCUSSIONAND
ANALYSIS




As used
in this Form 10-QSB, references to the "Company," "we," “our” or "us" refer to
Beverly Holdings, Inc. unless the context otherwise indicates.





Forward-Looking
Statements




The
following discussion should be read in conjunction with our financial
statements, which are included elsewhere in this Form 10-QSB. This Form 10-QSB
contains forward-looking statements, which relate to future events or our future
financial performance. In some cases, you can identify forward-looking
statements by terminology such as “may”, “should”, “expects”, “plans”,
“anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or
the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties, and
other factors that may cause our or our industry’s actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.




While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.




Comparison
of Current Period Results of Operations with Prior Periods




Beverly
Holdings, Inc. (the "Company", "we" or "us") was formed under the laws of the
State of Nevada in 1986. The Company ceased operations in September 2002 and has
not undertaken any business activities from continuing operations. The Company
is currently dormant, while we develop a plan to reorganize and recapitalize the
Company.  The Company has begun fundraising activities and is
maintaining corporate records and complying with financial reporting
requirements.




Due to a
lack of liquidity, the Company failed to timely file its quarterly report on
Form 10-QSB for the six months ended December 31, 2007. The Company has since
raised limited funds and is in the process of filing its quarterly report for
the quarter ended March 31, 2008.




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




The
Company intends to seek, investigate and, if such investigation warrants, engage
in a business combination with a private entity whose business presents an
opportunity for our shareholders. Our objectives discussed below are extremely
general and are not intended to restrict our discretion. This discussion of the
proposed business is not meant to be restrictive, the Company has virtually
unlimited discretion to search for and enter into potential business
opportunities.




The
Company does not have any particular acquisition in mind and has not entered
into any negotiations regarding such an acquisition. We have not yet entered
into any agreement, nor do we have any commitment or understanding to enter into
or become engaged in a transaction.






8






We
believe that there are numerous firms seeking the perceived benefits of a
publicly registered corporation. These benefits are commonly thought to include
the following:


·
            the
      ability to use registered securities to acquire assets or
      businesses;


·
            increased
      visibility in the marketplace;


·
            ease
      of borrowing from financial
institutions;


·
            improved
      stock trading efficiency;


·
            shareholder
      liquidity;


·
            greater
      ease in subsequently raising
capital;


·
            compensation
      of key employees through stock
options;


·
            enhanced
      corporate image; and


·
            a
      presence in the United States capital
market.





We have
not conducted market research and are not aware of statistical data to support
the perceived benefits of a merger or acquisition transaction for the owners of
a business opportunity.





Target
companies interested in a business combination with our company may include the
following:


·
            a
      company for whom a primary purpose of becoming public is the use of its
      securities for the acquisition of other assets or
    businesses;


·
            a
      company which is unable to find an underwriter of its securities or is
      unable to find an underwriter of securities on terms acceptable to
      it;


·
            a
      company which desires to become public with less dilution of its common
      stock than would occur upon an
underwriting;


·
            a
      company which believes that it will be able to obtain investment capital
      on more favorable terms after it has become
  public;


·
            a
      foreign company which may wish an initial entry into the United States
      securities market;


·
            a
      special situation company, such as a company seeking a public market to
      satisfy redemption requirements under a qualified Employee Stock Option
      Plan;


·
            a
      company seeking one or more of the other mentioned perceived benefits of
      becoming a public company.





We
anticipate seeking out a target business through the existing contacts of the
sole executive officer.




The
analysis of new business opportunities will be undertaken by or under the
supervision of Jonathan Roylance, our sole executive officer and director.
Therefore, it is anticipated that outside consultants or advisors may be
utilized to assist us in the search for and analysis of qualified target
companies.




A
decision to participate in a specific business opportunity will be made based
upon our analysis of the quality of the prospective business opportunity's
management and personnel, assets, the anticipated acceptability of products or
marketing concepts, the merit of a proposed business plan, and numerous other
factors which are difficult, if not impossible, to analyze using any objective
criteria. We have unrestricted flexibility in seeking, analyzing and
participating in potential business opportunities.




In our
efforts to analyze potential acquisition targets, we will consider the following
kinds of factors:


·
            potential
      for growth, indicated by new technology, anticipated market expansion or
      new products;


·
            competitive
      position as compared to other firms of similar size and experience within
      the industry segment as well as within the industry as a
      whole;


·
            strength
      and diversity of management, either in place or scheduled for
      recruitment;


·
            capital
      requirements and anticipated availability of required funds, to be
      provided by our company or from operations, through the sale of additional
      securities, through joint ventures
or


·
            similar
      arrangements or from other sources;


·
            the
      cost of participation by our company as compared to the perceived tangible
      and intangible values and
potentials;


·
            the
      extent to which the business opportunity can be
  advanced;


·
            the
      accessibility of required management expertise, personnel, raw materials,
      services, professional assistance and other required items;
      and


·
            other
      relevant factors.





In
applying the foregoing criteria, no single factor will be controlling,
management will attempt to analyze all factors and circumstances and make a
determination based upon reasonable investigative measures and available data.
Potentially available business opportunities may occur in many different
industries, and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Due to our limited capital available for
investigation, we may not discover or adequately evaluate adverse facts about
the opportunity to be acquired.






9




In
implementing a structure for a particular business acquisition, the Company may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another entity. It also may acquire stock or assets of
an existing business. On the consummation of a transaction it is probable that
the present management and shareholders of the company will no longer be in
control of the company. In addition, our officer and director, as part of the
terms of the acquisition transaction, likely will be required to resign and be
replaced by one or more new officers and directors without a vote of our
shareholders.




It is
anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of a transaction, the company may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter. The issuance of substantial additional securities and their
potential sale into any trading market that may develop in our securities may
have a depressive effect on that market.




While the
actual terms of a transaction to which the Company may be a party cannot be
predicted, it may be expected that the parties to the business transaction will
find it desirable to avoid the creation of a taxable event and thereby structure
the acquisition as a "tax-free" reorganization under Sections 351 or 368 of the
Internal Revenue Code of 1986, as amended.




With
respect to any merger or acquisition, negotiations with target company
management are expected to focus on the percentage of the Company, which the
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's shareholders at such time.





The
Company will participate in a business opportunity only after the negotiation
and execution of appropriate agreements. Although the terms of such agreements
cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing, will outline
the manner of bearing costs, including costs associated with the Company's
attorneys and accountants, and will include miscellaneous other
terms.




The
Company is presently subject to all of the reporting requirements included in
the Exchange Act. Included in these requirements is the duty of the Company to
file audited financial statements as part of its Form 8-K to be filed with the
Securities and Exchange Commission upon consummation of a merger or acquisition,
as well as the Company's audited financial statements included in its annual
report on Form 10-K (or 10-KSB, as applicable). If such audited financial
statements are not available at closing, or within time parameters necessary to
insure the Company's compliance with the requirements of the Exchange Act, or if
the audited financial statements provided do not conform to the representations
made by the target company, the closing documents may provide that the proposed
transaction will be voidable at the discretion of the present management of the
Company. As disclosed, due to a lack of liquidity, the Company failed to timely
file its quarterly report on Form 10-QSB for the six months ended December 31,
2007.




It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision were made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation would not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Company of the related costs incurred.




The
Company, based on the proposed business activities, is a "blank check" company.
The U.S. Securities and Exchange Commission (the “SEC”) defines those companies
as "any development stage company that is issuing a penny stock, within the
meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and that has no specific business plan or purpose, or has
indicated that its business plan is to merge with an unidentified company or
companies." Under SEC Rule 12b-2 under the Securities Act of 1933, as amended
(the “Securities Act”), the Company also qualifies as a “shell company,” because
it has no or nominal assets (other than cash) and no or nominal operations. Many
states have enacted statutes, rules and regulations limiting the sale of
securities of "blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a market to develop
in our securities, either debt or equity, until we have successfully concluded a
business combination. The Company intends to comply with the periodic reporting
requirements of the Exchange Act for so long as we are subject to those
requirements.








10





The
Company is dormant and has no revenue or business operations except for
fundraising activities and maintaining our corporate records and financial
reporting.




Over the
next 12 months, from the date of this document, the Company will attempt to
acquire other assets or business operations that will maximize shareholder
value. No specific assets or businesses have been definitively identified and
there is no certainty that any such assets or business will be identified or any
transactions will be consummated.




The
Company entered into a Securities Purchase Agreement dated October 24, 2007 with
certain investor , pursuant to which  the Investors agreed to
purchase  up to $500,000 in Convertible notes issued by the
Company.  The Company expects that it will need to raise additional
funds in order to effectuate our business plan. The Company intends initially to
seek additional investors to lend funds or to purchase its stock to provide
working capital to fund operations. Thereafter, the Company will seek to
establish or acquire businesses or assets with additional funds raised either
via the issuance of shares or debt. There can be no assurance that additional
capital will be available. The Company may seek to raise the required capital by
other means. It may have to issue additional debt or equity or enter into a
strategic arrangement with a third party. Currently there are no agreements,
arrangements or understandings with any person to obtain additional funds
through bank loans, lines of credit or any other sources. Since no such
arrangements or plans are currently in effect, the Company’s inability to raise
funds will have a severe negative impact on its ability to remain a viable
company. In pursuing the foregoing goals, the Company may seek to expand or
change the composition of the Board or make changes to our current capital
structure, including issuing additional shares or debt and adopting a stock
option plan.




The
Company does not expect to generate any revenues over the next twelve months.
The principal business objective for the next 12 months will be to seek,
investigate and, if such investigation warrants, engage in a business
combination with a private entity whose business presents an opportunity for the
Company shareholders.




As of
December 31, 2007, the Company had $13,260 in cash. It has no revenue and
generated a net loss of $88,976 for the period from July 1, 2007 to December 31,
2007. In addition, the Company had negative working capital and negative net
worth of $88,976 as of December 31, 2007.





Going
Concern Consideration







The
condensed financial statements contained in this Report have been prepared on a
‘going concern’ basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. For the reasons
discussed in this Report, there is a significant risk that we will be unable to
continue as a going concern, in which case, you would suffer a total loss on
your investment in our company.




The
independent auditors report on our June 30, 2007 financial statements states
that our recurring losses raise substantial doubts about our ability to continue
as a going concern




Liquidity
and Capital Resources




As of
December 31, 2007, the Company had a accumulated deficit of $729,281 and
negative net worth of $88,976. The Company used $86,740 in cash for
operations and generated $100,000 of cash flow from financing activities for the
six months ended December 31, 2007.




On
October 24, 2007, the Company entered into a Securities Purchase Agreement with
certain Investors under which Investors agreed to purchase up to $500,000 in
unsecured Convertible Notes from the Company.  The Convertible Notes
issuable under the agreement accrue interest at 12.0 percent per annum, with
principal and interest due in full on October 24, 2008. The Investors may
convert any portion of their Convertible Notes at any time into Company common
stock at a fixed conversion price of $0.50 per share, which is subject to
adjustment in the event that the Company sells newly issued common stock at less
than $0.50.  On October 24, 2007, the Company received $100,000 from
an Investor and issued a Convertible Note in accordance with the Securities
Purchase Agreement.  As of December 31, 2007, the balance due under
the Convertible Note was $102,236, including accrued interest.




On
January 26 2008, the Company sold another $100,000 Convertible Note to an
Investor according to the terms of the October 27, 2007 Securities Purchase
Agreement. While the Company has raised capital to meet our working capital and
financing needs in the past, additional financing is required in order to meet
current and projected cash flow deficits from operations and development. The
Company is seeking additional financing under the Securities Purchase Agreement
or through other forms of equity issuances or borrowings in order to provide the
necessary working capital; however there is no guarantee that we will be
successful in raising additional required funds.




Product
Research and Development




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









11







Acquisition
or Disposition of Plant and Equipment




The
Company does not have any assets other than cash; therefore the Company does not
anticipate any asset sales in the next 12 months.  Unless the Company
enters into an acquisition or other business relationship, the Company does not
anticipate the acquisition of any significant property, plant or equipment
during the next 12 months.




Number
of Employees




As of May
1, 2008, the Company had no full or part time employees, other than Jon Roylance
who functions in the capacity of the Company’s chief executive and chairman of
the board. Should the Company enter into a business or development opportunity,
it will need to attract an unknown number of qualified employees. This projected
increase in personnel is dependent upon generating revenues and obtaining
sources of financing. There is no guarantee that the Company will be successful
in raising the funds required or generating revenues sufficient to fund the
projected increase in the number of employees.




Off-Balance
Sheet Arrangements




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




Inflation




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




ITEM
3. CONTROLS AND PROCEDURES





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




Evaluation of Disclosure
Controls and Procedures





As of the
end of the period covered by this Quarterly Report, we conducted an evaluation,
under the supervision and with the participation of our chief executive officer,
of our disclosure controls and procedures (as defined in Rules Rules
13a-14(c) and 15d-14(c) of the Exchange Act). Based on the evaluation, our CEO
it was concluded that our disclosure controls and procedures need improvement
and were not adequately effective as of December 31, 2007 to ensure timely
reporting with the Securities and Exchange Commission. Management is in the
process of identifying deficiencies with respect to disclosure controls and
procedures and implementing corrective measures, which includes the
establishment of new internal policies related to financial
reporting.







Changes in Internal
Controls





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





PART
II - OTHER INFORMATION







ITEM
1. LEGAL PROCEEDINGS




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







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ITEM
2. CHANGES IN SECURITIES AND USE OF PROCEEDS




None.




(a)
            None






(b)
            None






(c)
            None






ITEM 3. DEFAULT UPON SENIOR
SECURITIES




None.




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




None.




ITEM 5. OTHER
INFORMATION




None.





ITEM 6. EXHIBITS








(a)
            Exhibits
      required to be attached by Item 601 of Regulation S-B are listed below and
      are incorporated herein by this reference.Exhibit 31.1
            Certificate pursuant to section 302 of the
      Sarbanes-Oxley Act of 2002.Exhibit 32.1
            Certificate pursuant to section 906 of the
      Sarbanes-Oxley Act of 2002.







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SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, hereunto duly
authorized.




BEVERLY HOLDINGS,
      INC.Dated:
      May 20, 2008
              By:
              /s/ Jon
      RoylanceJon
      Roylance, Chief Executive Officer and Chief Financial Officer




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