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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended: June 30, 1999
Commission File No. 33-31067
BEECHPORT CAPITAL CORP.
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(Exact Name of Small Business Issuer as Specified in its Charter)
COLORADO 84-1137359
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(State or Other Jurisdiction of (I.R.S. Employer Identi-
Incorporation or Organization) fication Number)
750 Prospect Avenue, Cleveland, Ohio 44115
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(Address of Principal Executive Offices, Including Zip Code)
(216) 621-6300
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 X No___
There were 2,480,000 shares of the Registrant's common stock were outstanding
as of June 30, 1999.
Transitional Small Business Disclosure Format (check one): Yes___ No X
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INDEX
Page
Number
Part I. Financial Information
Item I. Financial Statements
Balance Sheets as of June 30, 1999
and December 31, 1998 3
Statements of Operations, Three Months
Ended June 30, 1999 and 1998 4
Statements of Operations, Six Months
Ended June 30, 1999 and 1998 5
Statements of Cash Flows, Six Months
Ended June 30, 1999 and 1998 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 8
Part II. Other Information 9
SIGNATURES 10
2
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BEECHPORT CAPITAL CORP.
BALANCE SHEETS
(Unaudited)
ASSETS
June 30, December 31
1999 1998
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Current Assets
Cash $ 762 $ 12,957
Held in trust 319 3,561
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Total Current Assets 1,081 16,518
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Total Assets $ 1,081 $ 16,518
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LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable $ 6,012 $ 3,960
Advances from related parties 12,424 21,985
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Total Current Liabilities 18,436 25,945
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Stockholders' (Deficit):
Preferred Stock, no par value,
10,000,000 shares authorized
none issued and outstanding - -
Common Stock, no par value,
750,000,000 shares authorized
2,480,000 shares issued and
outstanding 190,688 190,688
Additional paid-in capital 13,600 13,600
Accumulated deficit (221,643) (213,715)
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Total Stockholders' (Deficit) (17,355) (9,427)
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Total Liabilities and Stockholders'
(Deficit) $ 1,081 $ 16,518
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The accompanying notes are an integral part of the financial statements.
3
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BEECHPORT CAPITAL CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Three Months
Ended Ended
June 30, June 30,
1999 1998
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Revenues $ - $ -
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Operating Expenses:
Professional fees 1,917 2,313
Travel 889 -
Other 768 222
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Total Operating Expenses 3,574 2,535
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Net Loss $ (3,574) $ (2,535)
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Per Share $ nil $ nil
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Weighted Average Number of
Shares Outstanding 2,480,000 2,480,000
=========== ==========
The accompanying notes are an integral part of the financial statements.
4
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BEECHPORT CAPITAL CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
Six Months Six Months
Ended Ended
June 30, June 30,
1999 1998
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Revenues $ - $ -
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Operating Expenses:
Professional fees 4,192 5,661
Travel 1,862 -
Other 1,874 558
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Total Operating Expenses 7,928 6,219
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Net Loss $ (7,928) $ (6,219)
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Per Share $ nil $ nil
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Weighted Average Number of
Shares Outstanding 2,480,000 2,480,000
=========== ==========
The accompanying notes are an integral part of the financial statements.
5
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BEECHPORT CAPITAL CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Six Months
Ended Ended
June 30, June 30,
1999 1998
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Cash Flows Operating Activities:
Net (loss) $ (7,928) $ (6,219)
Decrease in trust account 3,242 -
Increase (decrease) in accounts
payable 2,052 (2,178)
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Net Cash (Used in) Operating
Activities (2,634) (8,397)
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Cash Flows from Investing
Activities - -
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Cash Flows from Financing
Activities
Repayment of advances from
related party (10,539) -
Advances from related party 978 8,921
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Net Cash Provided by (Used in)
Financing Activities (9,561) 8,921
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(Decrease) in Cash (12,195) 524
Cash, Beginning of Period 12,957 328
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Cash, End of Period $ 762 $ 852
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Interest Paid $ - $ -
=========== ==========
Income Taxes Paid $ - $ -
=========== ==========
The accompanying notes are an integral part of the financial statements.
6
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BEECHPORT CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS
June 30, 1999 (Unaudited)
(1) Condensed Financial Statements
The financial statements included herein have been prepared by Beechport
Capital Corp. without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in the financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted as allowed by such rules and regulations, and Beechport Capital
Corp. believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these financial statements be
read in conjunction with the December 31, 1998 audited financial statements
and the accompanying notes thereto. While management believes the procedures
followed in preparing these financial statements are reasonable, the accuracy
of the amounts are in some respect's dependent upon the facts that will exist,
and procedures that will be accomplished by Beechport Capital Corp. later in
the year.
The management of Beechport Capital Corp. believes that the accompanying
unaudited condensed financial statements contain all adjustments (including
normal recurring adjustments) necessary to present fairly the operations and
cash flows for the periods presented.
7
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ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Beechport Capital Corp. (the "Company") was organized as a Colorado
corporation on January 24, 1989, in order to evaluate, structure and complete
a merger with, or acquisition of, prospects consisting of private companies,
partnerships of sole proprietorships. The Company may seek to acquire a
controlling interest in such entities in contemplation of later completing an
acquisition. The Company is not limited to any operation or geographic area
in seeking out opportunities. Management has not identified any particular
business or industry within which the Company will seek an acquisition or
merger. The Company has not conducted, nor have others made available to it,
market research supporting the viability of the Company's proposed operations.
The Company generated no revenues during the quarter ended June 30, 1999, and
management does not anticipate any revenues until following the conclusion of
a merger or acquisition, if any, as contemplated by the Company's business
plan.
The Company's capital is limited. The Company anticipates operational costs
will be limited until such time as significant evaluation work is undertaken
regarding prospective mergers or acquisitions.
At June 30, 1999, the Company had no material commitments for capital
expenditures.
8
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings. None.
Item 2. Changes in Securities. None.
Item 3. Defaults upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Information.
On July 31, 1999, the Company entered into an Agreement and Plan of
Reorganization with March Indy International, Inc. (a Delaware corporation
("March Indy"), and its shareholders, pursuant to which the Company has agreed
to acquire all of the outstanding stock of March Indy in exchange for a total
of 7,652,571 shares of the Company's Common Stock. The Agreement, as amended,
provides that prior to the acquisition the Company shall have effected a 1.35
for 1 forward split of the outstanding shares. As a result, the number of
shares to be issued in exchange for all of the outstanding stock of March Indy
would represent approximately 70% of the shares of Common Stock outstanding
after the transaction.
The Agreement also provides that prior to the closing of the transaction the
following conditions shall have been met:
a. The Company shall have obtained shareholder approval of changing the
name of the Company to "March Indy Corporation" and reducing the number of
shares of authorized Common Stock to 100,000,000 shares.
b. The Company shall have obtained shareholder approval of the 1999
Stock Option Plan.
c. The Company shall have registered under Section 12(g) of the
Securities Exchange Act of 1934.
The closing of the Agreement is also subject to the receipt of certain legal
opinions, the continued accuracy of certain representations and other normal
closing conditions. Effective at the closing, each of the Company's officers
and directors shall resign and be replaced by persons designated by March
Indy.
A shareholders meeting is scheduled for August 23, 1999 to consider the above
matters.
Item 6. Exhibits and Reports on Form 8-K
None.
9
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BEECHPORT CAPITAL CORP.
Date: August 16, 1999 By: /s/ Lawrence Schmelzer
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Lawrence Schmelzer, President
10
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EXHIBIT INDEX
EXHIBIT METHOD OF FILING
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27. FINANCIAL DATA SCHEDULE Filed herewith
electronically
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheets and statements of operations found on pages 3 and 4 of the
Company's Form 10-QSB for the quarter ended June 30, 1999, and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1999
<CASH> 762
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,081
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,081
<CURRENT-LIABILITIES> 18,436
<BONDS> 0
0
0
<COMMON> 190,688
<OTHER-SE> (208,043)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,928
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,918)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
