<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended December 30, 1997
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________ to ________________
COMMISSION FILE NUMBER 33-22790
BEACHPORT ENTERTAINMENT CORPORATION
(Exact name of small business issuer as specified in its charter)
UTAH 87-0428148
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1990 SOUTH BUNDY DRIVE
SUITE 700
LOS ANGELES, CA 90025
(Address of principal executive offices)
(310) 826-2636
(Issuer's telephone number)
------------------------------------------------------------
(Former name, former address and former fiscal year,
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 for 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 [ ] No [x] Only subject to reporting requirements for 45 days
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 10,888,183.
Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [ ]
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
BEACHPORT ENTERTAINMENT CORPORATION
PART 1 -- FINANCIAL INFORMATION
ITEM 1 -- FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1997
<TABLE>
<S> <C>
ASSETS
Current assets
Cash and cash equivalents...................................................................... $ 370,940
Accounts receivable............................................................................ 270,674
Notes receivable............................................................................... 243,486
Pre payments & other........................................................................... 304,804
----------
Total current assets...................................................................... 1,189,904
----------
Video production net of Acc. Depr. -- $166,284...................................................... 598,262
Show assets -- horses net of Acc. Depr. -- $211,528................................................. 1,912,581
Property and Equipment net of Acc. Depr. -- $20,936................................................. 353,279
Truck and auto net of Acc. Depr. -- $2,387.......................................................... 67,452
Investments......................................................................................... 249,880
Deferred debt cost.................................................................................. 166,865
Prepaid interest.................................................................................... 173,933
Goodwill -- net of Acc. Amort. -- $6,104............................................................ 752,100
Other assets........................................................................................ 26,472
----------
4,300,824
----------
Total assets......................................................................... $5,490,728
----------
----------
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable............................................................................... $1,021,415
Other accrued expenses......................................................................... 141,200
Deferred income................................................................................ 209,373
Loan payable -- stockholder.................................................................... 67,539
Notes payable.................................................................................. 5,220,818
----------
Total current liabilities................................................................. 6,660,345
----------
Long term debt................................................................................. 32,915
----------
Stockholders' equity (deficit)
Convertible preferred stock $1 par, 1,000,000 6 shares issued and outstanding.................. $ 6
Common stock, $.002 par, 50,000,000 shares authorized, 10,687,125 issued and outstanding....... 21,775
Paid-in capital................................................................................ 7,509,447
Accumulated deficit............................................................................ (8,733,760)
----------
Shareholders' deficit.......................................................................... (1,202,532)
----------
Total liabilities and shareholders' deficit.......................................... $5,490,728
----------
----------
</TABLE>
See notes to the financial statements
1
<PAGE>
<PAGE>
BEACHPORT ENTERTAINMENT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
DECEMBER 31, 1997 DECEMBER 31, 1997
-------------------------- --------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenue............................................... $ 5,903,039 $ 721,168 $ 4,555,962 $ 601,550
Cost of performance................................... 4,047,823 836,681 3,057,633 670,614
----------- ----------- ----------- -----------
Gross profits......................................... 1,855,216 (115,513) 1,498,329 (69,064)
Operating expenses:
Selling expenses................................. 913,437 0 581,653
General and administration....................... 1,482,287 2,123,370 794,618 1,392,625
Depreciation expenses............................ 383,049 47,725 206,137 23,851
----------- ----------- ----------- -----------
2,778,773 (2,171,095) (1,582,408) (1,416,476)
----------- ----------- ----------- -----------
Operating loss......................... (923,557) (2,286,608) (84,079) (1,485,540)
Other income (note)................................... 410,103 0 2,244 0
Interest expense...................................... (958,042) (622,230) (463,599) (527,009)
----------- ----------- ----------- -----------
Net loss.............................................. $(1,471,496) $(2,908,838) $ (545,434) $(2,012,549)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Net loss per share.................................... $ .16 $ .42 $ .06 $ .30
----------- ----------- ----------- -----------
Outstanding weighted average share.................... 9,200,282 6,807,910 9,175,839 6,758,212
----------- ----------- ----------- -----------
</TABLE>
See notes to the financial statements
2
<PAGE>
<PAGE>
BEACHPORT ENTERTAINMENT CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Operating activities:
Net loss............................................................................ $(1,471,496) $(2,908,838)
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation and amortization.................................................. 1,336,616 47,725
Change in operating assets and liabilities:
Decrease (increase) in accounts receivable..................................... (205,233) 241,752
Decrease (increase) in other receivable........................................ (237,206) 5,592
Increase in pre paid expenses.................................................. (66,058)
Decrease in other assets....................................................... 238,275
Increase in loan discount...................................................... (197,150)
Increase(decrease) in accounts payable......................................... 66,717 333,100
Increase in accrued expenses................................................... (30,024) 51,057
Increase (decrease) in deferred income......................................... 149,406 0
----------- -----------
Net cash used in operating activities............................................... (654,428) (1,991,337)
----------- -----------
Investing activities:
Purchase of property & equip. ................................................. (193,193)
Purchase of subsidiary......................................................... (1,318,703)
Other investments.............................................................. (202,849) (100,000)
Deposits....................................................................... 10,772 0
----------- -----------
Net cash provided by (used in) investing activity................................... (1,703,973) (100,000)
----------- -----------
Financing activities:
Proceeds (payment) of loans.................................................... (177,528) 930,300
Proceeds (pmt) of shareholder loans............................................ (407,862) 6,038
Proceeds from sale of fixed assets............................................. 410,687
Issuance of common stock....................................................... 2,141,530 631,334
----------- -----------
Net cash provided by financing activities........................................... 1,556,140 1,978,359
----------- -----------
Decrease in cash and cash equivalents............................................... (802,261) (112,978)
Cash and cash equivalents at beginning of period.................................... 1,173,201 145,332
----------- -----------
Cash and cash equivalents at end of period.......................................... $ 370,940 $ 32,355
----------- -----------
----------- -----------
Interest expenses paid in cash...................................................... $ 150,342 $ 183,992
----------- -----------
----------- -----------
</TABLE>
See notes to the financial statements
3
<PAGE>
<PAGE>
BEACHPORT ENTERTAINMENT CORPORATION
NOTES TO FINANCIAL STATEMENT
NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES
Incorporation -- The company was incorporated in Utah on November 18, 1985.
Its name was changed from Omni International Corporation ('Omni') on April 14,
1994, when it acquired Beachport Entertainment Corporation, a Texas corporation.
This transaction was accounted for as a 'reverse merger' or purchase of Omni by
Beachport. The company became a multi-faceted entertainment company with
acquisitions planned in the entertainment industry. The company was in the
development stage from inception until these early 1994 acquisition.
Consolidation of wholly-owned subsidiaries include The Royal Lipizzaner
Stallions, Inc., (RLS) Enigma Interactive, Inc. and On Ice, Inc. All significant
intercompany accounts and transactions have been eliminated in consolidation.
Earnings per Share are computed based on weighted number of shares
outstanding during the year.
Cash and Cash Equivalents includes cash in bank and marketable temporary
financial instruments of a 3 month maturity or less.
Depreciation of office equipment and touring group sets are computed by
using the straight line method over their estimated useful lives of 5 years; the
depreciation on show assets-horses, owned by the Company's 100% owned
subsidiary, RLS, is computed using straight line method over their estimated
useful life of 20 years minus the age of the horse. Video cassette rights are
being amortized using the straight line over their estimated significant revenue
stream of 10 years.
Use of Estimates and assumptions by management that affect certain reported
amounts and disclosure that are required in the preparation of these financial
statements were made in conformity with generally accepted accounting
principles. Accordingly, actual results could differ from those estimates.
Concentration of Credit Risk. As the Company is in the entertainment
business, substantially all accounts receivable are from show venues, television
broadcasting companies and related sponsoring companies. As of December 31,
1997, no receivable was considered significant. In accordance with standard
industry practices, no collateral or liens on revenues receivable exist.
NOTE 2 -- CHANGE OF YEAR-END FOR ACCOUNTING PURPOSES
The company changed its year end to a 6-30 fiscal year-end starting July 1,
1997. For tax purposes the company will continue to maintain a December 31
year-end.
NOTE 3 -- UNAUDITED INTERIM STATEMENTS
The financial statements as of December 31, 1997 and for the six months
ended December 31, 1997 and 1996 are unaudited; however, in the opinion of
management, all adjustments (consisting solely of normal recurring adjustments)
necessary to a fair presentation of the financial statements for these interim
periods have been made. Accounting estimates at interim dates inherently involve
greater reliance on estimates than at year end. The results for the interim
periods are not necessarily indicative of the results to be obtained for a full
fiscal year.
NOTE 4 -- ACQUISITION OF THE ROYAL LIPIZZANER STALLIONS INC. ('RLS')
On August 4, 1997, the Company executed an agreement with Entertainment
Specialists, Ltd. Inc., and purchased the assets and liabilities of 'ESL' via a
100 percent owned subsidiary of the Company. In this transaction, ESL was
terminated and RLS became the surviving company. The Company paid $1,353,849
cash plus transfer of 709,220 shares of Company's common stock, valued at then
market price of approximately $1.41 per share, for a total share value of
$1,000,000 as the purchase price of the net assets of ESL. That total purchase
price of $2,353,849 was allocated to the assets based on their fair market
value.
4
<PAGE>
<PAGE>
BEACHPORT ENTERTAINMENT CORPORATION
NOTES TO FINANCIAL STATEMENT -- (CONTINUED)
NOTE 5 -- INVESTMENTS
Investments represent Company's less than 20% ownership interest of private
companies and are carried at cost.
NOTE 6 -- DEFERRED DEBT COST
This represents the financing cost of securing working capital for the
Company and is amortized over the life of the loan.
NOTE 7 -- GOODWILL
Goodwill represents the excess purchase price over the fair market value
the Company has paid in acquiring the net assets of RLS. This amount will be
amortized over a 40 year period in equal fixed amounts.
NOTE 8 -- NOTES PAYABLE
In June 1997, the Company completed a short-term debt placement with a face
value of $5,011,434 less note discounts of $283,669 and debt issue cost of
$435,291 for net cash proceeds of $4,292,473.
These notes carry an interest rate of 12% with a maturity date of December
1997, and are renewable for 2 three months extensions at the option of the
Company.
In connection with this debt issuance, the Company issued one warrant to
purchase one share of Company common stock at $1.375 per share for each $4.82 in
notes payable, or 1,040,109 warrants issued to debtholders, plus 81,950 warrants
issued to the placement agents. With Company stock selling at an average market
price of $2 per share, these warrants were valued at $.625 each, or $699,682
accounted for as note discounts and a related increase in paid-in-capital. In
addition, these warrants will change in both total quantity issued (by
increasing) and exercise price (by decreasing) if the Company fails to achieve
net income of $4 million during the 12 months ended June 30, 1998. These
warrants are exercisable anytime during the next 5 years. Such discounts,
totaling $983,350 were accounted for as interest expense, and were charged to
operations over (the six month life of the notes) July through December 1997.
In December 1997, the maturity date for these loan payments were extended
to an additional 3 months, and as per the agreement above, additional warrants
of 104,016 at a value of .45 per warrant or for a total value of 46,808 were
issued. This amount was accounted as prepaid interest -- to be amortized in 3
months -- with a corresponding increase to paid-in-capital.
NOTE 9 -- INCOME TAXES
Income taxes are accounted for under Statement of Financial Standards
(SFAS) No. 109 'Accounting for Income Taxes.' As of December 31, 1997, the
Company had unused net operating loss carry forwards of approximately
$4,700,000, which expire in 2010. Under Internal Revenue Code Section 382, use
of these net operating losses is limited whenever Company stock ownership
turnover, as defined, exceeds 50% in any 36-month period. During 1995, such a
turnover occurred and the use of about $1 million of such losses is limited to
approximately $370,000 per year.
NOTE 10 -- COMMON STOCK OPTIONS AND WARRANTS
As of December 31, 1997 the company has issued a total of 6,955,831 options
and warrants to various entities at exercise price ranging from $.05 to $10.00
per share, and summarized as follows:
5
<PAGE>
<PAGE>
BEACHPORT ENTERTAINMENT CORPORATION
NOTES TO FINANCIAL STATEMENT -- (CONTINUED)
<TABLE>
<CAPTION>
NUMBER OPTION PRICE
OF SHARES (RANGE PER SHARE)
--------- ------------------
<S> <C> <C>
Outstanding at January 1, 1995.......................................... 200,000 $ .05 -- $10.00
Granted................................................................. 265,000 $ .10 -- $ 2.31
---------
Outstanding at January 1, 1996.......................................... 465,000
Granted................................................................. 4,792,160 $0.25 -- $ 1.37
Canceled................................................................ (80,000)
---------
Outstanding at December 31, 1996........................................ 5,177,160
Granted................................................................. 1,664,259 $0.25 -- $ 1.81
---------
Outstanding at October 31, 1997......................................... 6,841,419 $0.05 -- $10.00
Granted................................................................. 114,412 $1.00
Outstanding at December 31, 1997........................................ 6,955,831
---------
---------
Exercisable at December 31, 1997........................................ 1,510,000 $0.05 -- $ 0.63
5,135,831 $0.93 -- $ 2.50
110,000 $5.00 -- $10.00
---------
6,755,831
---------
---------
</TABLE>
In accordance with the disclosure requirements of SFAS 123, stock
compensation is valued for income statement expenses purposes using the
intrinsic value method, whereby the related expense is the excess of the current
stock trading price over the option price. For the year ended December 31, 1996,
fair value of the 1996 option granted using the Black-Scholes option pricing
mathematical model exceeds the values recorded using the intrinsic value method
by $5,700,000 or $.84 per share.
NOTE 11 -- SETTLEMENT OF MAJOR LITIGATION
In July 1997, the company won a lawsuit it had filed against its previous
investment banker. The settlement on that, amounted to $1,300,297 plus $75,861
in other assets.
As per the agreement, 486,500 shares of Company's common stock was issued
to the defendant for a value of $972,972 the balance of $403,186 of that was
recorded as other income for the period.
6
<PAGE>
<PAGE>
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain statements and data contained in this Management's Discussion and
Analysis of Financial Condition and Results of operation constitute forward
looking statements within the meaning of the Private Securities Reform Act of
1995. Such statements may include, but are not limited to, plans for future
operations, financing needs or plans, and plans relating to products or services
of the Company, as well as assumptions relating to the foregoing. Forward
looking statements are inherently subject to risks and uncertainties, some of
which cannot be predicted or quantified. Future events and actual results could
differ materially from those set forth in, contemplated by, or underlying the
forward looking statements.
GENERAL
The Company was incorporated under the laws of the state of Utah on
November 18, 1985, originally under the name Mace, Inc. Effective April 14, 1994
and pursuant to the Reorganization Agreement, the Company acquired all of the
issued and outstanding shares of common and preferred stock of Beachport
Entertainment Corporation, a Texas corporation ('Beachport Texas'), in exchange
for shares of common and preferred stock of the Company. Beachport Texas became
a wholly-owned subsidiary of the Company. On April 14, 1994, the Company changed
its name to Beachport Entertainment Corporation.
The Company is engaged in the entertainment business and derives
substantially all of its revenue from production fees earned in connection with
Company originated productions; production fees earned in connection with
productions on behalf of others and distribution fees from the exploitation of
its own products as well as products acquired from others.
The Company's operating strategy is to (i) expand the activities of On Ice,
RLS and BEC Motor Sports by developing additional domestic and international
touring shows in 1998 and developing additional television and video
programming; (ii) expand the merchandising and licensing activities for its ice,
equestrian and motor sports shows; (iii) identify and develop brand name
programming such as 'Nutcracker On Ice' that translates into touring shows,
television projects and other entertainment projects; (iv) build a library of
owned family entertainment content; (v) obtain sponsors and promotional partners
for its ice shows, equestrian and motor sports events; (vi) increase attendance
for the equestrian events through new advertising programs, group sales
promotions and aggressive ticket pricing; and (vii) implement strategic
acquisitions of, or enter into joint venture agreements with other companies.
The Company regularly evaluates acquisition and joint venture possibilities.
Except as otherwise described in this filing, there are no present arrangements
or understandings with respect to any potential acquisitions or joint ventures.
RESULTS OF OPERATIONS
BEACHPORT ENTERTAINMENT CORPORATION
The following sets forth, in tabular form, a comparison of the results of
operations as a percentage of revenues for the six months ended December 31,
1997 and 1996.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED DECEMBER 31,
---------------------
1997 1996
----- ------
<S> <C> <C>
Revenues....................................................................... 100% 100%
Cost of performances........................................................... 68.6% (116.0%)
Selling, general and administrative expense.................................... 40.5% (294.4%)
Depreciation and amortization.................................................. 6.5% 6.6%
Interest expense............................................................... 16.2% 86.3%
Net profit (loss).............................................................. (24.9%) (403.3%)
</TABLE>
7
<PAGE>
<PAGE>
SIX MONTHS ENDED DECEMBER 31, 1997 AND 1996
Revenues. Revenues increased $5,181,871 to $5,903,039 for the six months
ended December 31, 1997 as compared to $721,168 for the six months ended
December 31, 1996. The increase was primarily due to the company's 100% purchase
of Royal Lipizzaner Stallions Inc, and, to a lesser extent, to the increased
number of performance of On Ice shows.
Cost of Performances. Cost of Performances increased $3,211,142 to
$4,047,823 for the six months ended December 31, 1997 as compared to $836,681
for the six months ended December 31, 1996. This increase was a direct result of
expansion of operations and the costs related to start-up expenses, and tour
costs of the Royal Lipizzaner Stallions in Australia during September and
October 1997. As a percentage of net revenue, cost of performance, decreased to
68% in the six months ended December 1997 as compared to a negative 116% of net
revenue for the six months ended December 1996.
Selling, General and Administrative Expenses. Selling, general and
administrative costs increased only by $272,354 to $2,395,724 for the six months
ended December 31, 1997 as compared to $2,123,370 for the six months ended
December 31, 1996. The comparatively higher amount of such expenses in 1996 was
due to the start up cost of increased On Ice performances and developing nature
of the company and was also attributable to offering costs associated with the
fund-raising during August and September 1996 which did not occur during the
1997. As the company continues to grow, the management anticipates that the
selling, general and administrative expenses will be maintained at a acceptable
percentage of revenue of the company.
Interest Expense. Interest expense was increased by $335,812 in the six
months ended December 31, 1997 to $958,042 from $622,230 for the six months
ended December 31, 1996. The difference represents the amortization of interest
on the loan discount created by the issuance of warrants and the amortization of
pre-paid interest on senior and junior notes issued in June 1997 with a maturity
date of December 1997.
Net Profit (Loss). The net loss of the Company was $1,471,496 for the six
months ended December 31,1997 or $(0.16) per share as compared to a net loss of
$2,908,838 or $(0.42) per share for the six months ended December 31, 1996. The
decreased loss of $1,437,342 was a result of improved gross profits, more
performances and the settlement of litigation.
LIQUIDITY AND CAPITAL RESOURCE
The entertainment industry is highly capital intensive. At December 31,
1997, the Company had approximately $370,940 in cash and cash equivalents,
$270,674 in accounts receivable and a working capital deficiency of
approximately $5,568,367. Historically, the Company has financed its working
capital requirements by equity and debt financing.
In the first half of 1996, in order to finance the acquisition of On Ice,
the Company in off shore transactions borrowed $939,550 and sold 285,800 shares
of its common stock. The promissory notes which bear interest at the rate of
12.0% per annum are due upon the earlier of February 28, 1997, as extended from
December 31, 1996 or the closing of a public offering.
In the third quarter of 1996 the Company raised gross proceeds of $900,000.
The Company issued its 12% promissory notes due upon the earlier of December 31,
1996 or the closing of a public offering and 450,000 warrants to purchase shares
of common stock exercisable at $1.50 per share. These notes were extended and
paid off in conjunction with the June 1997 private fund raising. The proceeds
were used to fund the Company's portion of its China Tour of Cinderella On Ice
with CITIC, a Hong Kong based International Conglomerate to pay startup expenses
relating to the 1996 Nutcracker On Ice tours, and to provide working capital for
the expansion of its live entertainment products for 1997.
In August 1996, ESL entered into an agreement with Barnett Bank NA to open
an operating line of credit for ESL. In September 1996, ESL drew down on the
line of credit for $35,000 and repaid the advance in October 1996. Subsequently,
later in October 1996, ESL started drawing down on the line of credit and the
balance as of December 31, 1997 is $48,500.
8
<PAGE>
<PAGE>
During December 1996 ESL borrowed $74,319 from its profit sharing account.
The current balance of the outstanding loan is $32,472 as of December 31, 1997.
In June 1997, the Company completed a private placement to 'accredited
investors' of 37.25 Units to 79 of its 12% Senior Secured Original Issue
Discount Promissory Notes ('Senior Notes') in the face amount of $106,000 per
Unit and Warrants to purchase 22,000 shares of common stock per unit and 10.03
Units of 12% Junior Original Issue Discount Promissory Notes ('Junior Notes') in
the face amount of $106,000 per Unit and Warrants to purchase 22,000 shares of
Common Stock per Unit. The aggregate dollar amount to Senior Notes and Junior
Notes sold in the offering was $3,725,000 and $1,002,765 respectively. The
offering was made pursuant to Rule 506 of Regulation D.
The Company anticipates that its working capital, cash flow from operations
and revenues from operations will be adequate to fund the Company's currently
proposed activities for at least the next 9 months. However, without the
exercise of the Company's outstanding warrants and options additional financing
may be needed after this 9 month period. The Company anticipates using financing
vehicles such as bank debt, leasing, and other sources of funding, such as
additional equity offerings, to fund its operations. There can be no assurance
that the Company will be successful in obtaining funds from any such resources.
If additional funds are raised by issuing equity securities, further dilution to
the Company's stockholders may result. If additional funds are not available,
the Company may be required to alter its expansion plans.
ITEM 3 -- DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4 -- SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 -- OTHER INFORMATION
None.
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8K
None.
9
<PAGE>
<PAGE>
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.
BEACHPORT ENTERTAINMENT CORPORATION
.....................................
(REGISTRANT)
<TABLE>
<S> <C>
February 24, 1998 ANDREW I. WEERARATNE
................................... .........................................................
ANDREW I. WEERARATNE,
CONTROLLER
February 24, 1998 ROBERT L. BARLAND
................................... .........................................................
ROBERT L. BARLAND,
CHIEF FINANCIAL OFFICER
</TABLE>
10
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> DOLLAR
<S> <C>
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> SEP-30-1997
<PERIOD-END> DEC-31-1997
<PERIOD-TYPE> 3-MOS
<EXCHANGE-RATE> 1
<CASH> 370,940
<SECURITIES> 39,375
<RECEIVABLES> 270,674
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,189,904
<PP&E> 2,931,574
<DEPRECIATION> 383,049
<TOTAL-ASSETS> 5,690,728
<CURRENT-LIABILITIES> 6,660,365
<BONDS> 0
<COMMON> 21,775
0
6
<OTHER-SE> (1,224,313)
<TOTAL-LIABILITY-AND-EQUITY> (1,202,536)
<SALES> 5,903,039
<TOTAL-REVENUES> 5,093,039
<CGS> 4,047,823
<TOTAL-COSTS> 4,047,823
<OTHER-EXPENSES> 2,778,773
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 958,042
<INCOME-PRETAX> (1,471,456)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,471,456)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,471,496)
<EPS-PRIMARY> (.16)
<EPS-DILUTED> 0
</TABLE>
