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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
AMENDMENT NO. 1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
Commission File Number: 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 of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
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)
5770 South Beech Court, Greenwood Village, Colorado 80121
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(Former address of principal executive offices,
including zip code)
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___
As of September 30, 1998, 2,480,000 shares of common stock, no par value per
share, were outstanding.
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 September 30, 1998
and December 31, 1997 ............................. 3
Statements of Operations, Three Months
Ended September 30, 1998 .......................... 4
Statements of Operations, Nine Months Ended
September 30, 1998 ................................ 5
Statements of Cash Flows, Nine Months Ended
September 30, 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)
September 30, December 31,
1998 1997
------------- ------------
ASSETS
Current Assets:
Cash $ - $ 328
Held in trust 4,581 -
--------- ---------
Total Current Assets 4,581 328
--------- ---------
Total Assets $ 4,581 $ 328
========= =========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable $ 3,403 $ 3,375
Advances from related parties 2,775 14,579
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Total Current Liabilities 6,178 17,954
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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 190,688 163,188
Additional paid-in capital 13,600 13,600
Accumulated deficit (205,885) (194,414)
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Total Stockholders' (Deficit) (1,597) (17,626)
--------- ---------
Total Liabilities and Stockholders'
(Deficit) $ 4,581 $ 328
========= =========
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
September 30, September 30,
1998 1997
------------- -------------
Revenues $ - $ -
--------- ---------
Operating Expenses:
Professional fees 3,377 2,600
Travel 1,010 -
Other 865 489
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Total Operating Expenses 5,252 3,089
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Net Loss $ (5,252) $ (3,089)
========= =========
Per Share $ nil $ nil
========= =========
Weighted Average Number of Shares
Outstanding 2,480,000 1,200,000
========= =========
The accompanying notes are an integral part of the financial statements.
4
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BEECHPORT CAPITAL CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
Nine Months Nine Months
Ended Ended
September 30, September 30,
1998 1997
------------- -------------
Revenues $ - $ -
--------- ---------
Operating Expenses:
Professional fees 9,038 9,143
Travel 1,010 -
Other 1,423 3,270
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Total Operating Expenses 11,471 12,413
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Net Loss $ (11,471) $ (12,413)
========= =========
Per Share $ nil $ (.01)
========= =========
Weighted Average Number of Shares
Outstanding 2,480,000 1,200,000
========= =========
The accompanying notes are an integral part of the financial statements.
5
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BEECHPORT CAPITAL CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Nine Months
Ended Ended
September 30, September 30,
1998 1997
------------- -------------
Cash Flows Operating Activities:
Net (loss) $ (11,471) $ (12,413)
Increase in accounts payable 28 9,783
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Net Cash (Used in) Operating
Activities (11,443) (2,630)
--------- ---------
Cash Flows from Investing Activities:
(Increase) in trust account (20,000) -
Payments from trust account 15,419 -
--------- ---------
Net Cash Provided by Investing
Activities (4,581) -
--------- ---------
Cash Flows from Financing Activities:
Issuance of common stock 20,000 -
Advances from related parties 4,275 -
(Repayment) of advances from
related parties (8,579) -
--------- ---------
Net Cash Provided by Financing
Activities 15,696 -
--------- ---------
(Decrease) in Cash (328) (2,630)
Cash, Beginning of Period 328 3,282
--------- ---------
Cash, End of Period $ - $ 652
========= =========
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
SEPTEMBER 30, 1998 (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, 1996 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.
(2) ISSUANCE OF COMMON STOCK
On January 26, 1998, the Company issued 400,000 shares of its common stock in
exchange for conversion of certain loans payable to related parties valued at
$7,500. On March 30, 1998, the Company issued 80,000 shares of its common
stock to an entity in exchange for $20,000. In addition, on March 30, 1998,
the Company issued 800,000 shares of its common stock in exchange for all the
outstanding shares of the entity with a net stockholders' equity of $1,000.
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 September 30, 1998,
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 September 30, 1998, the Company had no material commitments for capital
expenditures.
YEAR 2000 COMPLIANCE
The Company is aware of the issues associated with the programming code in
existing computer systems as the year 2000 approaches. The Company has
assessed these issues as they relate to the Company, and since the Company
currently has no operating business and does not use any components, and since
it has no customers or suppliers, it does not believe that there are any
material year 2000 issues to disclose in this Report.
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
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits have been filed with this report:
Exhibit 27 - Financial Data Schedule
(b) 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: January 6, 1999 By:/s/ Lawrence Schmelzer
Lawrence Schmelzer, President
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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
unaudited condensed consolidated balance sheets and unaudited condensed
consolidated statements of income found on pages 3 and 4 of the Company's Form
10-QSB for the year to date, and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,581
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,581
<CURRENT-LIABILITIES> 6,178
<BONDS> 0
<COMMON> 190,688
0
0
<OTHER-SE> (192,285)
<TOTAL-LIABILITY-AND-EQUITY> 4,581
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 11,471
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (11,471)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,471)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
