Exhibit 3.1

                           CERTIFICATE OF AMENDMENT TO

                            ARTICLES OF INCORPORATION

                                       OF

                            DIGITAL DJ HOLDINGS, INC.

                   (Changed herein to BEVERLY HOLDINGS, INC.)







         The following  Certificate of Amendment to Articles of Incorporation of
the above-named  corporation is adopted pursuant to the provisions of NRS 78.385
and 78.390. The undersigned as President and Secretary of Digital D.J. Holdings,
Inc., do hereby certify:

         That the Board of Directors of this  Corporation duly adopted on August
30, 2000, in accordance  with NRS 78.315,  resolutions  to amend the articles of
Incorporation as follows:

         2.  ARTICLE I shall be amended to read as follows:

             FIRST.  The name of the Corporation shall be BEVERLY HOLDINGS, INC.

         2.  ARTICLE IV shall be amended to read as follows:

             FOURTH.  Each outstanding  share of the  Corporation's  common
stock is hereby  reverse split and converted into one  twenty-fifty  (1/25th) of
one share.

         3. By execution of this  Certification  of Amendment to the Articles of
Incorporation,  the President and Secretary of the Corporation do hereby certify
that the foregoing  Amendment to the Articles of Incorporation  was duly adopted
at a special meeting of the  shareholders of the Corporation  held on August 30,
2000.  As of August 1, 2000,  the record  date for such  meeting,  the number of
shares of the  Corporation  issued and  outstanding  and entitled to vote on the
foregoing  Amendment to the Articles of Incorporation is 13,177,528,  of which a
total of 7,099,245 shares, or in excess of a majority of the outstanding  common
stock, voted for adoption of the foregoing amendment, and no shares vote against
such amendment.

Dated: February __, 2001            DIGITAL D.J. HOLDINGS, INC.



                                    By:
                                       -----------------------------------------

                                          Tsutomu Takahisa, President


                                    By:
                                       ----------------------------------------

                                          Tsutomu Takahisa, Secretary






STATE OF CALIFORNIA                 )
                                    )       ss.
COUNTY OF __________                )

         On this  12th  day of  October,  2000,  before  me,  a  notary  public,
personally  appeared  Tsutomu  Takahisa,  being  by me  first  duly  sworn,  who
acknowledged to me that he is the person who executed the foregoing  Certificate
of Amendment to the Articles of Incorporation of Breakthrough Electronics, Inc.;
and to the best of my knowledge,  information and belief, the statements made in
the Certificate of Amendment are true.

My Commission Expires:
                                          -------------------------------------

                                                        NOTARY PUBLIC
_____________________                                   Residing in