<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year ended: December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from: _____ to _____
Commission File No. 33-31067
BEECHPORT CAPITAL CORP.
(Exact Name of Small Business Issuer as Specified in its Charter)
COLORADO 84-1137359
(State or Other Jurisdiction of (I.R.S. Employer Identi-
Incorporation or Organization) fication Number)
16178 East Prentice Place, Aurora, Colorado 80015
(Address of Principal Executive Offices, Including Zip Code)
Issuer's Telephone Number, Including Area Code: (303) 690-6787
Securities Registered Pursuant to Section 12(b) of the Act: None.
Securities Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
(Title of Class)
Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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]
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is not contained in this Form, and no disclosure will be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]
State Issuer's revenues for its most recent fiscal year: $-0-.
As of September 9, 1996, 1,200,000 shares of common stock were outstanding.
Documents incorporated by reference: NONE.
Transitional Small Business Disclosure Format (check one): Yes __ No X
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL
Beechport Capital Corp. (the "Company") was incorporated under the laws
of the State of Colorado on January 24, 1989 under the name Coalmont, Inc.
The name of the Company was changed to MCC Holdings, Inc. on August 14, 1992,
and changed again to Beechport Capital Corp. on January 10, 1996. The Company
was originally formed for the primary purpose of seeking out acquisitions of
properties, businesses or merger candidates, without limitation as to the
nature of the business operations or geographic area of the acquisition
candidate. From inception through the date of completion of its initial
public offering of securities, the Company's activities were directed toward
the acquisition of operating capital.
The Company sold 10,000 Units (each "Unit" consisting of common stock and
Class A and Class B Warrants) at $10.00 per Unit, for net proceeds of $50,054
in a public offering which closed on March 20, 1991. The Class A and B
Warrants are exercisable at $8.80 and $13.20 per share, respectively. The
expiration date of such Warrants has been extended to September 25, 1996.
On June 5, 1992, the Company issued 6,500,000 shares of its Common Stock
to the holders of 100% of the outstanding common stock of a leasing company,
to which it also loaned $50,000. During the period from June 6, 1992 to
December 31, 1993 the Company was under the management of the leasing company
officers, which expended all of the cash of the Company and failed to file the
required periodic reports with the Securities and Exchange Commission.
On December 31, 1993, pursuant to a mutual unwinding agreement, the
6,500,000 shares of common stock were returned and canceled. The $50,000 loan
repayment was written-off, resulting in a bad debt to the Company and the
Company's investment in the leasing company was returned to its original
officers and directors.
On December 6, 1995, the Company effected a two for one stock split of
the shares of the Company's Common Stock outstanding. All financial
information and share data in this Prospectus gives retroactive effect to this
forward split.
Since the Company does not have any cash, it must locate a potential
acquisition or merger candidate that is only interested in the liquidity of a
public company.
The Company's offices are located at 16178 East Prentice Place, Aurora,
Colorado 80015, and its telephone number is (303) 690-6787.
DESCRIPTION OF BUSINESS
The Company believes it has insufficient capital with which to finance
cash acquisitions of other business entities. Accordingly, the Company will
be incapable of acquiring the assets or business of other entities except in
those instances where the Company exchanges its common stock with stock held
by the target company and/or the target company's shareholders. Another
possibility, although less likely, is that the Company may give its common
stock to a target in exchange for the target's assets. Management expects
that an exchange of the Company's common stock in a merger or acquisition, if
ever, would require the Company to issue a substantial number of shares of its
common stock. Accordingly, the percentage of common stock held by the
Company's then-shareholders would be reduced as a result of the increased
number of shares of common stock issued and outstanding following any such
merger or acquisition.
The Company expects to continue to concentrate primarily on the
identification and evaluation of prospective merger or acquisition "target"
entities including private companies, partnerships or sole proprietorships.
The Company does not intend to act as a general or limited partner in
connection with partnerships it may merge with or acquire. Management has not
identified any particular area of interest within which the Company will
continue its efforts.
Management contemplates that the Company will seek to merge with or
acquire a target company with either assets or earnings, or both, and that
preliminary evaluations undertaken by the Company will assist in identifying
possible target companies. The Company has not established a specific level
of earnings or assets below which the Company would not consider a merger or
acquisition with a target company. Moreover, management may identify a target
company which is generating losses which it will seek to acquire or merge with
the Company. The merger with or acquisition of a target company which is
generating losses or which has negative shareholders' equity may have a
material adverse affect on the price of the Company's common stock. There is
no assurance, if the Company acquires a target company with assets or
earnings, or both, that the price of the Company's common stock will increase.
PLAN OF ACQUISITION
The Company will follow a systematic approach to identify its most
suitable acquisition candidates.
First, management will continue to concentrate on identifying any number
of preliminary prospects which may be brought to the attention of management
through present associations or by virtue of the very limited advertising
campaign the Company will conduct. Management will then apply certain of its
broad criteria to the preliminary prospects. Essentially, this will entail a
determination by management as to whether or not the prospects are in an
industry which appears promising and whether or not the prospects themselves
have potential within their own industries. During this initial screening
process, management will ask and receive answers to questions framed to
provide appropriate threshold information, depending upon the nature of the
prospect's business. Such evaluation is not expected to be an in-depth
analysis of the target company's operations although it will encompass to look
at most, if not all, of the same areas to be examined once one or more target
companies are selected for an in-depth review. For instance, at this stage
management may look at a prospect's unaudited balance sheet. Once a prospect
is selected for an in-depth review, management will review the prospect's
audited financial statements. Nevertheless, management anticipates this
evaluation will provide a broad overview of the business of the target company
and should allow a large percentage of preliminary prospects to be eliminated
from further consideration.
Management expects to enter into further negotiations with target company
management following successful conclusion of financial and evaluation
studies. Negotiations with target company management will be expected to
focus on the percentage of the Company which target company shareholders would
acquire in exchange for 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 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
then-shareholders.
The final stage of any merger or acquisition to be effected by the
Company will require the Company to retain the services of its counsel and a
qualified accounting firm in order to properly effect the merger or
acquisition. The Company may be expected to incur significant legal fees and
accounting costs during the final stages of a merger or acquisition. Also, if
the merger or acquisition is successfully completed, management anticipates
that certain costs will be incurred for public relations, such as the
dissemination of information to the public, to the shareholders and to the
financial community. If the Company is unable to complete the merger or
acquisition for any reason, the Company's capital may be substantially
depleted if legal fees and accounting costs have been incurred. Management
intends to retain legal and accounting services only on an as-needed basis in
the latter stages of a proposed merger or acquisition.
Management anticipates that the Company may have to seek additional
financing in order to continue operations.
COMPETITION
The Company is and will remain an insignificant participant among the
firms that engage in mergers with and acquisitions of privately financed
entities. Many established venture-capital and financial concerns have
significantly greater financial and personnel resources and technical
expertise than the Company. In view of the Company's limited financial
resources and limited management availability, the Company will continue to be
at a significant disadvantage compared to the Company's competitors.
EMPLOYEES
The Company has no full time employees. Its officers devote as much time
as is necessary to conduct the Company's business.
ITEM 2. DESCRIPTION OF PROPERTY.
Since December 31, 1993, the Company has maintained its office in space
provided by Timothy J. Brasel, the Company's President, at no charge. The
Company owns no real property.
ITEM 3. LEGAL PROCEEDINGS.
There are no pending legal proceedings, and the Company is not aware of
any threatened legal proceedings to which the Company is a party.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At a Special Meeting of Shareholders on December 27, 1995, the Company's
Shareholders approved (1) an amendment to the Company's Articles of
Incorporation to change the Company's name to Beechport Capital Corp., and (2)
a proposed two for one (2 for 1) forward split of the Company's Common Stock.
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a) MARKET INFORMATION. To the best of management's knowledge, no
public market for any securities of the Company has existed since the
completion of the Company's initial public offering in March of 1991, and no
firm has undertaken to make a market in the Company's Units or other
securities since completion of its public offering.
(b) APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK. The number of record
holders of the Company's no par value common stock at September 10, 1996, was
approximately 40. This does not include shareholders who hold stock in their
accounts at broker/dealers.
(c) DIVIDENDS. No dividends have been declared or paid by the Company
since inception.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
During the fiscal year ended December 31, 1995, the Company engaged in no
significant operations other than the search for, and identification and
evaluation of, possible acquisition candidates. No revenues were received by
the Company during the fiscal year other than a limited amount of interest
income. The Company experienced a net loss of $(11,125) during the fiscal
year ended December 31, 1995, which was primarily the result of the legal and
accounting costs of compliance with the reporting requirements of the
securities laws, and general and administrative expenses.
For the remainder of the current fiscal year, the Company anticipates
losses similar in magnitude to those experienced historically. Should the
Company intensify its search for an acquisition candidate, however, losses are
likely to accrue at a greater rate than experienced historically. The Company
anticipates that until a business combination is completed with an acquisition
candidate, it will not generate revenues other than interest income, and may
continue to operate at a loss after completing a business combination,
depending upon the performance of the acquired business.
As of December 31, 1995, the Company had no material commitments for
capital expenditures.
ITEM 7. FINANCIAL STATEMENTS.
The financial statements are set forth on pages F-1 through F-8 hereto.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING FINANCIAL
DISCLOSURE.
There have been no disagreements between the Company and its independent
accountants on any matter of accounting principles or practices or financial
statement disclosure since the Company's inception.
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Directors and Executive Officers of the Company are as follows:
NAME AGE POSITION
Timothy J. Brasel 37 President, Secretary, Treasurer
and Director
Timothy J. Brasel has served as the Company's sole Officer and Director
since December 31, 1995. From December 31, 1993 to December 31, 1995, he
served as President and a Director, and from January 24, 1989 (inception) to
June 5, 1992 he served as a Director. He also serves as President and a
Director of three other publicly-held "shells": Capital 2000, Inc., Universal
Capital Corporation, and High Hopes, Inc. Mr. Brasel has served as President
of a number of other publicly-held, blind-pool companies, including Prentice
Capital, Inc. (March 1990 - August 1994); Eagle Eye Enterprises, Inc. (July
1987 - October 1994); Extare Corporation; Brasel Ventures (March 1990 - August
1993); Eagle Vision, Inc. (July 1987 - April 1990); L.I. Inc. (November 1988 -
June 1990); and Fox Ridge Capital, Inc. (February 1987 - March 1989). Since
1987, Mr. Brasel has also served as President and a director of Bleu Ridge
Consultants, Inc., a business and management consulting firm in Denver,
Colorado. Mr. Brasel received a Bachelor of Science Degree in Business
Administration from Morningside College, Sioux City, Iowa, in 1980.
All Directors of the Company hold office until the next annual meeting of
the shareholders and until their successors have been elected and qualified.
The Officers of the Company are elected by the Board of Directors at the
first meeting after each annual meeting of the Company's shareholders, and
hold office until their death, or until they shall resign or have been removed
from office.
The date of the next annual meeting of the Company will be determined by
the Company's Board of Directors in accordance with Colorado law.
ITEM 10. EXECUTIVE COMPENSATION.
The Company's sole Officer and Director currently receives no salary from
the Company.
It is possible that the Company's Officers and Directors will sell part
or all of their shares of the Company's Common Stock pursuant to the
successful completion of a potential acquisition of a business opportunity.
However, this is dependent upon arm's length negotiations between the
Company's Officers and Directors and management of the potential merger
entity. There currently is no agreement or understanding of any kind whereby
Officers and Directors of the Company will dispose of part or all of their
shares of the Common Stock of the Company pursuant to an acquisition of the
business opportunity.
The Company has no retirement, pension, profit-sharing or insurance or
medical reimbursement plans covering its Officers and Directors.
INCENTIVE STOCK OPTION PLAN
On January 24, 1989, the Company adopted an Incentive Stock Option Plan
(the "Plan") under which options granted are intended to qualify as "incentive
stock options" under Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code"). Pursuant to the Plan, options to purchase up to
10,000,000 shares of the Company's Common Stock may be granted to employees of
the Company. The Plan is administered by the Board of Directors, which is
empowered to determine the terms and conditions of each option, subject to the
limitation that the exercise price cannot be less than the market value of the
common Stock on the date of the grant (110% of the market value in the case of
options granted to an employee who owns 10% or more of the Company's
outstanding Common Stock) and no option can have a term in excess of 10 years
(5 years in the case of options granted to employees who own 10% or more of
the Company's Common Stock). As of the date hereof, no options have been
granted under this Plan.
It is possible that the Company's sole Officer and Director will sell
part or all of his shares of the Company's Common Stock pursuant to the
successful completion of a potential acquisition of a business opportunity.
However, this is dependent upon arm's-length negotiations between the
Company's Officer(s) and Director(s) and management of the potential merger
entity. There is currently no agreement or understanding of any kind whereby
the sole Officer and Director of the Company will dispose of part or all of
his shares of the Common Stock of the Company pursuant to an acquisition of a
business opportunity.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of September 10, 1996, the stock
ownership of each person known by the Company to be the beneficial owner of
five percent or more of the Company's Common Stock, each Director individually
and all Directors and Officers of the Company as a group:
<TABLE>
<CAPTION>
AMOUNT AND
NAME AND ADDRESS NATURE OF BENE- PERCENT
OF BENEFICIAL OWNER FICIAL OWNERSHIP OF CLASS
<S> <C> <C>
Ronald J. Corbett 198,866<FN1><FN5> 14.2%
276 Northview Place, N.E.
Cedar Rapids, IA 52402
Timothy J. Brasel 1,214,212<FN2><FN5> 61.2%
16178 E. Prentice Place
Aurora, CO 80015
Susan A. Brasel 332,368<FN3><FN5> 22.0%
16178 E. Prentice Place
Aurora, CO 80015
Paul H. Dragul 100,000<FN4> 8.0%
950 East Harvard, No. 500
Denver, CO 80210
All Directors and 1,214,212<FN2><FN5> 61.2%
Officers as a Group
(1 Person)
_______________
<FN>
<FN1>
Includes 113,638 shares of Common Stock underlying Class A Common Stock
Purchase Warrants, and 85,228 shares of Common Stock underlying Class B Common
Stock Purchase Warrants.
<FN2>
Includes 430,520 shares of Common Stock held of record by Brasel Family
Partners, Ltd., 227,274 shares of Common Stock underlying Class A Common Stock
Purchase Warrants, and 170,456 shares of Common Stock underlying Class B
Common Stock Purchase Warrants held of record by Brasel Family Partners, Ltd.,
a limited partnership of which Mr. Brasel is the general partner, by virtue of
which Mr. Brasel may be deemed to be a beneficial holder of such shares. Also
includes 100,000 shares held by Brasel Charitable Remainder Trust; 21,000
shares held by the Charitable Remainder Trust of Mary Jane Brasel; 21,000
shares held by the Charitable Remainder Trust of Susan Anne Brasel; 50,000
shares held by the Charitable Remainder Trust of Timothy J. Brasel; 90,000
shares held by the S.A. Brasel Charitable Remainder Trust; 102,598 shares held
by Bleu Ridge Consultants Profit Sharing Plan and Trust; and 1,364 shares held
by Mary Jane Brasel and Timothy J. Brasel as trustees for the benefit of Susan
Anne Brasel. Mr. Brasel is trustee of each of the above trusts.
<FN3>
Includes 21,138 shares of Common Stock, 113,638 shares of Common Stock
underlying Class A Common Stock Purchase Warrants, and 85,228 shares of Common
Stock underlying Class B Common Stock Purchase Warrants held of record by
Nasus Lesarb, Ltd., a limited partnership of which Ms. Brasel is the general
partner and may be therefore deemed to be a beneficial holder of such shares.
Also includes 21,000 shares held by Charitable Remainder Trust of Susan Anne
Brasel; 90,000 shares held by S.A. Brasel Charitable Remainder Trust; and
1,364 shares held by Mary Jane Brasel and Timothy J. Brasel as trustees for
the benefit of Susan Anne Brasel.
<FN4>
Includes 50,000 shares held directly by Dr. Dragul and 50,000 shares held in
the name of Dr. Dragul's IRA.
<FN5>
Each Class A Common Stock Purchase warrant entitles the holder to purchase one
share of Common Stock at an exercise price of $8.80 per share during the
period ending September 25, 1996. Each Class B Common Stock Purchase Warrant
entitles the holder to purchase one share of Common Stock at an exercise price
of $13.20 per share during the period ending September 25, 1996.
</FN>
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On June 5, 1992, the Company issued 6,500,000 shares of its Common Stock
to the holders of 100% of the outstanding common stock of a leasing company,
to which it also loaned $50,000. During the period from June 6, 1992 to
December 31, 1993 the Company was under the management of the leasing company
officers, which expended all of the cash of the Company and failed to file the
required periodic reports with the Securities and Exchange Commission.
On December 31, 1993, pursuant to a mutual unwinding agreement, the
6,500,000 shares of common stock were returned and cancelled. The $50,000
loan repayment was written-off, resulting in a bad debt to the Company and the
Company's investment in the leasing company was returned to its original
officers and directors.
Timothy J. Brasel, the Company's sole Officer and Directors, was a
Director of the Company prior to the Company's acquisition of the leasing
company.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) 3. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION LOCATION
3 Articles of Incorporation, Incorporated by reference to
as amended Registrant's Form S-18 Registration
Statement (No. 33-31067)
3 Bylaws Incorporated by reference to
Registrant's Form S-18 Registration
Statement (No. 33-31067)
(b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed during the
quarter ended December 31, 1995.
<PAGE>
INDEX TO FINANCIAL STATEMENTS
BEECHPORT CAPITAL CORP.
FINANCIAL STATEMENTS
with
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
December 31, 1994 and 1995
Report of Independent Certified Public Accountants F-2
Financial Statements:
Balance Sheet F-3
Statements of Operations F-4
Statement of Changes in Stockholders' Equity F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7
F-1
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Beechport Capital Corp.
Aurora, Colorado
We have audited the accompanying balance sheet of Beechport Capital Corp., as
of December 31, 1995 and the related statements of operations, stockholders'
equity and cash flows for the two years ended December 31, 1994 and 1995.
These financial statements are the responsibility of the company's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements, referred to above, present fairly,
in all material respects, the financial position of Beechport Capital Corp. as
of December 31, 1995 and the results of its operations, changes in
stockholders' equity and its cash flows for the two years ended December 31,
1994 and 1995, in conformity with generally accepted accounting principles.
By /s/ Schumacher & Associates, Inc.
SCHUMACHER & ASSOCIATES, INC.
Certified Public Accountants
12835 East Arapahoe Road
Tower II, Suite 110
Englewood, CO 80112
February 14, 1996
F-2
<PAGE>
BEECHPORT CAPITAL CORP.
BALANCE SHEET
December 31, 1995
ASSETS
Current Assets:
Cash $ 3,282
Total Current Assets $ 3,282
TOTAL ASSETS $ 3,282
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable $ 2,449
Total Current Liabilities 2,449
TOTAL LIABILITIES 2,449
Stockholders' Equity:
Preferred stock, no par value,
10,000,000 shares authorized,
none issued and outstanding -
Common Stock, no par value,
750,000,000 shares authorized,
1,200,000 shares issued and
outstanding 163,188
Additional paid-in capital 13,600
Accumulated (deficit) (175,955)
TOTAL STOCKHOLDERS' EQUITY 833
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,282
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
BEECHPORT CAPITAL CORP.
STATEMENTS OF OPERATIONS
For the Years Ended December 31,
1994 1995
Revenue $ - $ -
Expenses:
Legal and audit fees 12,000 1,771
Stock issued for services - 4,500
Other 752 4,854
12,752 11,125
Net (Loss) $(12,752) $ (11,125)
Per Share $ (.02) $ (.01)
Weighted Average Shares Outstanding 809,514 1,135,000
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
BEECHPORT CAPITAL CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
From December 31, 1993 through December 31, 1995
COMMON STOCK ADDITIONAL ACCUMU-
NO. PAID-IN LATED
SHARES AMOUNT CAPITAL (DEFICIT) TOTAL
Balance at
December 31, 1993 549,028 $138,478 $13,600 $(152,078) $ -
Common stock issued
for cash 200,000 2,000 - - 2,000
Common stock issued
for cash 320,972 3,210 - - 3,210
Net loss-year ended
December 31, 1994 - - - (12,752) (12,752)
Balance at
December 31, 1994 1,070,000 143,688 13,600 (164,830) ( 7,542)
Common stock issued
for cash 100,000 15,000 - - 15,000
Common stock issued
for services 30,000 4,500 - - 4,500
Net loss-year ended
December 31, 1995 - - - (11,125) (11,125)
Balance at
December 31, 1995 1,200,000 $163,188 $13,600 $(175,955) $ 833
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE>
BEECHPORT CAPITAL CORP.
STATEMENTS OF CASH FLOWS
Cash Flows from Operating Activities:
Net (loss) $(12,752) $(11,125)
Stock issued for services - 4,500
Increase in accounts payable
and accrued expenses - 2,449
Net Cash (Used in) Operating Activities (12,752) (4,176)
Cash Flows from Investing Activities - -
Net Cash Provided by Investing Activities:
Advances from related parties 9,456 -
Repayment of advances (1,000) (8,456)
Common stock issued for cash 5,210 15,000
Net Cash Provided by Financing Activities 13,666 6,544
Increase in Cash 914 2,368
Cash, Beginning of Period - 914
Cash, End of Period $ 914 $ 3,282
Interest Paid $ 566 $ 591
Income Taxes Paid $ - $ -
The accompanying notes are an integral part of the financial statements.
F-6
<PAGE>
BEECHPORT CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994 and 1995
(1) SUMMARY OF ACCOUNTING POLICIES
A summary of the significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows:
(a) NATURE OF OPERATIONS.
The Company was organized as a Colorado corporation on January 24, 1989, in
order to evaluate, structure and complete a business combination. During 1994
and 1995 the Company has been in the process of reorganizing the Company's
financial affairs after the unwinding of a business combination. The
unwinding was effective December 31, 1993 (See Note 2). The Company has
selected December 31 as its year end.
(b) PER SHARE INFORMATION
Per share information is based upon the weighted average number of shares
outstanding during the period.
(c) INCOME TAXES
As of December 31, 1995, the Company had net operating losses available for
carry-over to future years of approximately $176,000, expiring in 2010.
Utilization of these carryovers may be limited if there is a change in control
of the Company. As of December 31, 1995 the Company has total deferred tax
assets of approximately $26,000 due to operating loss carryforwards. However,
because of the uncertainty of potential realization of these tax assets, the
company has provided a valuation allowance for the entire $26,000. Thus, no
tax assets have been recorded in the financial statements as of December 31,
1995.
(d) STOCK SPLIT
Effective December 6, 1995 the Company effected a two-for-one stock split.
All references to common stock in the financial statements have been
retroactively adjusted for the reverse stock split.
(e) USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.
(2) UNWINDING OF BUSINESS COMBINATION AGREEMENT
Effective June 5, 1992 the Company entered into a business combination
agreement with a leasing company. The Company issued 6,500,000 shares of its
common stock in exchange for the leasing company. The Company also loaned
approximately $50,000 to the leasing company. Pursuant to a mutual unwind
agreement, the 6,500,000 shares of common stock were returned and canceled.
The $50,000 loan
F-7
<PAGE>
BEECHPORT CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS
December 31, 1994 and 1995
(Continued)
repayment was written-off, resulting in a bad debt to the company and the
Company's investment in the leasing company was returned to its original
officers and directors. During the period from June 6, 1992 to December 31,
1993 the Company was under the management of the leasing company officers.
All of the cash of the Company was expended and none of the required periodic
reports were filed with the Securities and Exchange Commission.
(3) ADVANCES FROM RELATED PARTY
The Company's President advanced approximately $9,500 to the Company during
1994. Of this amount, $1,000 was repaid during 1994 with the balance repaid
during 1995. The Company paid interest of $566 and $591 during 1994 and 1995,
respectively on these advances.
(4) COMMON STOCK ISSUED
On March 20, 1992, the Company completed a public offering of 10,000 units for
net proceeds of $50,054. Each unit consisted of common stock and Class A and
Class B warrants. The Company also issued warrants to other stockholders. As
of December 31, 1995 there are 468,818 Class A warrants and 343,281 Class B
warrants outstanding. Class A and B warrants are exercisable at $8.80 and
$13.20 per share, respectively. The expiration date of the warrants has been
extended to September 25, 1996.
F-8
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunder duly authorized.
BEECHPORT CAPITAL CORP.
Dated: September 11, 1996 By: /s/ Timothy J. Brasel
Timothy J. Brasel, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ Timothy J. Brasel President, Secretary, September 11, 1996
Timothy J. Brasel Treasurer (Principal
Financial and Account-
ing Officer) and
Director
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheet and statements of operations found on pages F-3 and F-4 of the
Company's Form 10-KSB for the fiscal year ended December 31, 1995, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 3,282
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,282
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,282
<CURRENT-LIABILITIES> 2,449
<BONDS> 0
0
0
<COMMON> 163,188
<OTHER-SE> (162,355)
<TOTAL-LIABILITY-AND-EQUITY> 3,282
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 12,752
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,752)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> 0
</TABLE>
