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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.______)*
BEACHPORT ENTERTAINMENT CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.002 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
073466203
-----------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 10 pages
<PAGE> 2
CUSIP NO. 073466203 SCHEDULE 13G PAGE 2 OF 10 PAGES
--------------------- ----- -----
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Liviakis Financial Communications, Inc.
68-0311399
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ X ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
State of California
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF 2,005,500
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 2,005,500
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,005,500
---------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* [ X ]
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.8%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 073466203 SCHEDULE 13G PAGE 3 OF 10 PAGES
--------------------- ----- -----
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John M. Liviakis
###-##-####
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ X ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 2,034,500
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH -0-
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
2,034,500
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,034,500
---------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* [ X ]
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.0%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 073466203 SCHEDULE 13G PAGE 4 OF 10 PAGES
--------------------- ----- -----
(1) NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Renee A. Liviakis
###-##-####
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ X ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 2,034,500
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH -0-
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
2,034,500
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,034,500
---------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* [ X ]
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.0%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 073466203 SCHEDULE 13G PAGE 5 OF 10 PAGES
--------------------- ----- -----
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert B. Prag
###-##-####
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ X ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF 550,000
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 2,005,500
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 550,000
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
2,005,500
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,555,500
---------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* [ X ]
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.8%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
PAGE 6 OF 10
Item 1.
The name of the issuer to which this Schedule 13G relates is Beachport
Entertainment Corporation (the "Company"). The principal executive offices of
the Company are located at 1990 South Bundy Drive, Suite 700, Los Angeles,
California 90025.
Item 2.
The persons filing this Schedule 13G are Liviakis Financial
Communications, Inc., a California corporation ("LFC"), John M. Liviakis
("JML"), Renee A. Liviakis ("RAL"), and Robert B. Prag ("RBP"). The principal
business office address for LFC, JML, RAL and RBP is 2420 "K" Street, Suite 220,
Sacramento, California 95816. JML, RBP and RAL are all citizens of the United
States, and LFC is incorporated pursuant to the laws of the State of California.
The title of the class of securities with respect to which this Schedule
13G is being filed is Common Stock, $.002 par value ("Common Stock"), of the
Company. The CUSIP number for Common Stock is 073466203.
Item 3.
Not applicable.
Item 4.
As of December 31, 1997, LFC owned 955,500 shares of Common Stock, JML
and RAL jointly owned 29,000 shares of Common Stock, and RBP owned 200,000
shares of Common Stock. In addition, on that date, LFC held options first
exercisable on January 1, 1998 to purchase 1,050,000 shares of Common Stock (the
"LFC Stock Option"), and RBP held options first exercisable on January 1, 1998
to purchase 350,000 shares of Common Stock (the "RBP Stock Option").
LFC has the sole power to vote or direct the vote and to dispose or
direct the disposition of the 955,500 shares of Common Stock it owned at
December 31, 1997 and would expect to have the sole power to vote or direct the
vote and to dispose or direct the disposition of any shares of the Common Stock
acquired by LFC pursuant to the LFC Stock Option. LFC would exercise that power
through its officers and directors, JML, RAL and RBP. JML and RAL jointly have
the shared power to vote or direct the vote and to dispose or direct the
disposition of the 29,000 shares of Common Stock they jointly owned at December
31, 1997. RBP has the sole power to vote or direct the vote and to dispose or
direct the disposition of the 200,000 shares of Common Stock he owned at
December 31, 1997 and would expect to have the sole
<PAGE> 7
PAGE 7 OF 10
power to vote or direct the vote and to dispose or direct the disposition of any
shares of the Common Stock acquired by RBP pursuant to the RBP Stock Option.
LFC, JML and RAL disclaim any beneficial ownership of any shares of Common Stock
owned by RBP or which may be acquired by RBP pursuant to the RBP Stock Option or
otherwise. RBP and LFC disclaim any beneficial interest in any shares of Common
Stock owned by JML and RAL. RBP disclaims any beneficial interest in any shares
of Common Stock owned by LFC or which may be acquired by LFC pursuant to the LFC
Stock Option or otherwise, except for such beneficial interest as may be
associated with his service as an officer and director of LFC.
The 955,500 shares of Common Stock which LFC owned at December 31, 1997
represent approximately 8.8% of that class of securities. The 29,000 shares of
Common Stock which JML and RAL jointly owned at December 31, 1997 represent
approximately 0.3% of that class of securities. The 200,000 shares of Common
Stock which RBP owned at December 31, 1997 represent approximately 1.8% of that
class of securities. The 1,050,000 shares of Common Stock that LFC had the right
to acquire within sixty days of December 31, 1997 represent approximately 8.8%
of that class of securities. The 350,000 shares of Common Stock that RBP had the
right to acquire within sixty days of December 31, 1997 represent approximately
3.1% of that class of securities. The 2,005,500 shares of Common Stock which LFC
either owned at December 31, 1997 or had the right at that date to acquire
within sixty days thereof represent approximately 16.8% of that class of
securities. The 550,000 shares of Common Stock which RBP either owned at
December 31, 1997 or had the right at that date to acquire within sixty days
thereof represent approximately 4.9% of that class of securities. The 2,584,500
shares of Common Stock which in the aggregate LFC, JML, RAL and RBP either owned
at December 31, 1997 or had the right at that date to acquire within sixty days
thereof represent approximately 21.0% of that class of securities. In each case,
the calculation of the percentage of the class of Common Stock is based on
10,888,183 shares of Common Stock reported to be outstanding by the Corporation
in its Quarterly Report on Form 10-QSB for the quarterly period ended September
30, 1997.
Item 5.
Not applicable.
Item 6.
Not applicable.
Item 7.
Not applicable.
<PAGE> 8
PAGE 8 OF 10
Item 8.
Attached to this Schedule 13G as Exhibit A is a list stating the
identity of each member of the group filing this Schedule 13G pursuant to Rule
13d-1(c). Attached to this Schedule 13G as Exhibit B is the Joint Filing
Agreement of the members of the group pursuant to Rule 13d-1(f).
Item 9.
Not applicable.
Item 10.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 21, 1998 LIVIAKIS FINANCIAL COMMUNICATIONS, INC.
By: /s/ John M. Liviakis
----------------------------------------
John M. Liviakis, President
/s/ John M. Liviakis
--------------------------------------------
John M. Liviakis
/s/ Renee A. Liviakis
--------------------------------------------
Renee A. Liviakis
/s/ Robert B. Prag
--------------------------------------------
Robert B. Prag
<PAGE> 9
PAGE 9 OF 10
Exhibit A
Members of the Group
Liviakis Financial Communications, Inc.
John M. Liviakis
Renee A. Liviakis
Robert B. Prag
<PAGE> 10
PAGE 10 OF 10
EXHIBIT "B"
-----------
JOINT FILING AGREEMENT
----------------------
Liviakis Financial Communications, Inc., John M. Liviakis, Renee A.
Liviakis and Robert B. Prag (collectively the "Parties" and individually a
"Party") hereby agree that they shall file a single statement on Schedule 13G
(as amended from time to time, the "Statement") with respect to their
beneficial ownership of shares of Common Stock (the "Securities") of Beachport
Entertainment Corporation, on behalf of and in satisfaction of the obligations
of all of the Parties and that they shall amend the Statement from time to
time as required by rules promulgated under the Securities Exchange Act of
1934, as amended.
Each of the Parties represents and warrants that such Party is eligible
to use Schedule 13G with respect to information regarding the Securities and
agrees to assume responsibility for the timely filing of the Statement and any
amendments thereto. Each of the Parties hereby assumes responsibility for the
completeness and accuracy of the information concerning such Party contained in
the Statement. No Party shall be responsible for the completeness and accuracy
of the information contained in the Statement concerning the other Parties,
unless such Party knows or has reason to believe that such information is
incomplete or inaccurate. The execution of the Statement, including any
amendment thereto, by one of the Parties shall constitute a representation by
such Party that the information concerning such Party contained therein is
complete and accurate and that such Party neither knows nor has any reason to
believe that the information concerning the other Parties contained therein is
either incomplete or inaccurate.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but which together shall constitute one and
the same instrument.
In Witness Whereof, the Parties have executed this Joint Filing
Agreement this sixth day of February, 1998.
LIVIAKIS FINANCIAL COMMUNICATIONS, INC.
By: /s/ John M. Liviakis
-----------------------------------
John M. Liviakis, President
/s/ John M. Liviakis
---------------------------------------
John M. Liviakis
/s/ Renee A. Liviakis
---------------------------------------
Renee A. Liviakis
/s/ Robert B. Prag
---------------------------------------
Robert B. Prag
