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  March 31, 2002
                                                --------------

       [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
            For the transition period from  ______________ to ___________


                        Commission File Number: 33-31067


                             BEECHPORT CAPITAL CORP.
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in it charter)

                    Colorado                             84-1137359
        ------------------------------              -------------------
       (State or other jurisdiction of                 (IRS Employer
        incorporation or organization)              Identification No.)

                       132 South Third Avenue, Oakdale, CA
                     --------------------------------------
                    (Address of principal executive offices)

                                 (209) 848-3900
                            -------------------------
                           (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 past 12 months (or such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
                         Yes [X]    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: As of March 31, 2002, the issuer had
14,988,137 shares of common stock, no par value, outstanding.

Transitional Small Business Disclosure Format (Check one):  Yes [ ]   No [X]



<PAGE>




                                   INDEX


PART I - FINANCIAL INFORMATION                                    Page

Item 1.  Consolidated Financial Statements (Unaudited)

  Consolidated Balance Sheets                                     3-4

  Consolidated Statements of Income and Comprehensive Income       5

  Consolidated Statements of Changes in Stockholders' Equity       6

  Consolidated Statements of Cash Flows                            7

  Notes to Consolidated Financial Statements                       8

Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations                 18

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                        20

Item 2.  Changes in Securities                                    20

Item 3.  Defaults upon Senior Securities                          20

Item 4.  Submission of Matters to a Vote of Security Holders      20

Item 5.  Other Information                                        20

Item 6.  Exhibits and Reports on Form 8-K                         20


SIGNATURES                                                        21





                                   2

<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements


<TABLE>
<CAPTION>
                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

                                                      March 31,       December 31,
                                                        2002             2001
                                                     ------------     -------------
                                     Assets
<S>                                                  <C>              <C>
Current Assets
              Cash and cash equivalents              $   308,037      $     4,253
              Accounts Receivable                        105,109           36,951
              Other                                        6,466           68,158
                                                     ------------     -------------
                          Total current assets           419,612          109,362
Fixed Assets
              Furniture and equipment net of              17,881           11,959
                  Depreciation of $3,321
              Equipment Recycling                         66,918                -
                                                     ------------     -------------
               Total fixed assets                         84,799           11,959
Other Assets
              License Fee                                 63,000           63,000
              Note Receivable-President                        -                -
              Other-(Misc.)                                1,000            7,565
                                                     ------------     -------------
               Total other assets                         64,000           70,565

               Total Assets                          $   568,412      $   191,886
                                                     ============     =============
</TABLE>





The accompanying notes are an integral part of the financial statements.


                                       3
<PAGE>

<TABLE>
<CAPTION>
                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET, Continued
                                   (Unaudited)


                                                      March 31,       December 31,
                                                        2002             2001
                                                     ------------     -------------

                     Liabilities & Stockholders' (Deficit)
<S>                                                  <C>
Current Liabilities
              Accounts Payable                       $   488,051      $   524,120
              Accrued Liabilities                        168,511          122,621
              Payroll Liabilities                         25,445                -
                                                     ------------     -------------
               Total Current Liabilities                 682,007          646,741

Other Liabilities
              Note Payable G M A                       1,100,000        1,100,000
              Notes Payable                              815,230          815,230
              Deferred Revenue                           129,875          129,875
                                                     ------------     -------------
               Total Other Liabilities                 2,045,105        2,045,105
                                                     ------------     -------------

               Total Liabilities                       2,727,111        2,691,846
                                                     ------------     -------------

Stockholders' (Deficit)
     Preferred Stock, no par value,                            -              -
       10,000,000 shares authorized
       none issued and outstanding
     Common Stock, no par value                          212,608          212,608
     750,000,000 shares authorized
     14,988,137 shares issued and
       outstanding at 3/31/02
     Paid In Capital Reg S Offering                    1,838,768        1,090,460
     (Deficit) accumulated during
     Development stage                                (4,210,076)      (3,803,028)
                                                     ------------     -------------

               Total Stockholders' Deficit            (2,158,699)      (2,499,960)
                                                     ------------     -------------
               Total Liabilities & Stockholders'
               Deficit                               $   568,412      $   191,886
                                                    =============     =============
</TABLE>


The accompanying notes are an integral part of the financial statements.

                                       4
<PAGE>




                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                            AND COMPREHENSIVE INCOME
                                   (Unaudited)

                                                     Three Months Ended
                                             --------------------------------
                                             March 31, 2002     March 31, 2001
                                             --------------     --------------

      REVENUES                               $         -         $        -

                                             -----------         ----------
                  Total Income                         -                  -

      Operating Expenses
       Consulting Fees                            51,166                  -
       Payroll                                   121,857                  -
       Italian Expenses                           26,274                  -
       Professional Fees                          42,061             11,317
       Research and Development                    1,000                  -
       Travel                                     25,667                  -
       Engineering                                 2,175                  -
       Freight & Delivery                          5,683                  -
       Public Relations                           17,933                  -
       Stock Commissions                          74,855                  -
       Telephone                                   7,152                  -
       Insurance                                     216                  -
       Rent                                        2,700                  -
       Other- (Misc.)                             18,896                929
       Interest Expense                            9,413              1,007
                                             -----------         ----------

      Total Operating Expenses                   407,048            (14,253)
                                             -----------         ----------

      Total Net Income  (Loss)               $  (407,048)        $  (14,253)
                                             ===========         ==========





The accompanying notes are an integral part of the financial statements.


                                       5

<PAGE>

<TABLE>
<CAPTION>
                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                     FOR THE PERIOD ENDED MARCH 31, 2002


                                           Common Stock            Additional
                                       ------------------------     Paid-In     Accumulated
                                         Shares        Amount       Capital       Deficit        Total
                                       ----------     --------     ----------   -----------    -----------
 <S>                                   <C>            <C>         <C>           <C>            <C>
 Balance at March 28, 2000              6,651,987     $      -    $             $              $         -
                                            1,000        1,000                                       1,000
                                           (1,000)                                                       -

 Net loss for the period ended
     December 31, 2000                                                           (1,209,661)    (1,209,661)
                                       ----------     --------    ----------    -----------    -----------

 Balance at December 31, 2000           6,651,987        1,000             -     (1,209,661)    (1,208,661)

 Reorganization  and                    3,348,013      190,688        13,600     (  245,520)    (   41,232)
    Recapitalization                                                                 41,232         41,232

 Common stock issued for services
     July, 2001                         1,992,000       19,920     1,051,220                     1,071,140
 Common stock issued for services
     September, 2001                      100,000        1,000        25,640                        26,640
 Net loss for the period ended
     December 31, 2001                                                           (2,389,079)    (2,389,079)

                                       ----------     --------    ----------    -----------    -----------

 Balance at December 31, 2001          12,092,000      212,608     1,090,460     (3,803,028)    (2,499,960)

 Common stock issued for cash           2,896,137            -       748,308                       748,308
 Net loss for the period ended
     March 31, 2002 (Unaudited)                                                    (407,048)      (407,048)
                                       ----------     --------    ----------    -----------    -----------

 Balance March 31, 2002 (Unaudited)    14,988.137     $212,608    $1,838,768    $(4,210,076    $(2,158,699)
                                       ==========     ========    ==========    ===========    ============
</TABLE>




The accompanying notes are an integral part of the financial statements.

                                 6


<PAGE>

<TABLE>
<CAPTION>

                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                                               Three Months Ended
                                                        ---------------------------------
                                                        March 31, 2002     March 31, 2001
                                                        --------------     --------------
<S>                                                     <C>                <C>
OPERATING ACTIVITIES
      Net Income (loss)                                 $    (407,048)     $    (14,253)
      Adjustments to reconcile Net Income
      to net cash provided by operations:
         Deposits                                                (640)
         Employee Advance                                       3,000
         Inventory Asset                                       (1,261)
         Accounts Payable                                      32,089             1,744
         Accrued Liabilities                                  (16,474)
         Accrued Payroll                                       (5,964)
         Direct Deposit Liabilites                              5,074
         Payroll Liabilities                                   20,540
                                                        --------------     --------------

Net Cash provided by (used in) Operating Activities          (370,684)          (12,509)
                                                        --------------     --------------

INVESTING ACTIVITIES
      Computers & Printers                                     (5,915)
      Computers & Printers: Accumulated Depreciation            1,446
      Equipment Recycling                                     (66,918)
      Office Furniture: Accumulated Depreciation                  144
      Office Machines                                          (2,107)
      Office Machines: Accumulated Depreciation                   510
      Investments                                              (1,000)
                                                        --------------     --------------

Net Cash provided by (used in) Investing Activities           (73,840)                -
                                                        --------------     --------------
FINANCING ACTIVITIES
      Paid in Capital                                         748,308
                                                        --------------     --------------

Net Cash provided by Financing Activities                     748,308                 -
                                                        --------------     --------------

Net Cash increase for period                                  303,784           (12,509)

Cash at beginning of period                                     4,253            12,509

Cash at end of period                                   $     308,037      $          -
                                                        ==============     ==============
</TABLE>



The accompanying notes are an integral part of the financial statements.


                                       7

<PAGE>


                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                          (A Development-Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002

NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

     (a)  General
          -------

          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 or sole proprietorships.

          The  Company's  subsidiary,  ITEC  International  Technologies,   Inc.
          ("Itec") was  incorporated  under the laws of the State of Delaware on
          March 28, 2000.  ITEC was formed for the purpose of acquiring  certain
          patented  technology and the development of a worldwide market for its
          usage.

          The Company's  business plan is to attempt to build on the  foundation
          of the  patented  technology  and  proprietary  equipment  and to form
          strategic  alliances  and a  management  team to  become  a  worldwide
          supplier  of  oil  and  agricultural   chemical  container   recycling
          equipment and related systems.  The Company's initial marketing of the
          technology will be concentrated in Italy but is intending to market in
          the future in the United States and other  countries.  The Company has
          elected to use a stage  development  company since  planned  principal
          operations have not yet commenced.

     (b)  Basis of Presentation
          ---------------------

          The accompanying unaudited interim financial statements of the Company
          have been prepared in accordance with accounting  principles generally
          accepted  in the United  States  for  interim  financial  information.
          Accordingly,  they do not  include  all of the  information  and notes
          required by  accounting  principles  generally  accepted in the United
          States for complete financial statements.  The accompanying  financial
          statements  reflect all  adjustments  (consisting of normal  recurring
          accruals),  which  are,  in  the  opinion  of  management,  considered
          necessary  for a fair  presentation  of the  results  for the  interim
          periods  presented.  Operating results for the quarter ended March 31,
          2002  are  not  necessarily  indicative  of the  results  that  may be
          expected for the fiscal year ending December 31, 2002. These financial
          statements  should be read in conjunction  with the audited  financial
          statements  included in the  Company's  amended  Annual Report on Form
          10-KSB/A for the year ended December 31, 2001.

                                       8
<PAGE>


                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                          (A Development-Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002

NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Continued

     (c)  Per Share Information
          ---------------------

          Per share  information is determined using the weighted average number
          of shares outstanding.

     (d)  Furniture and Equipment
          -----------------------

          Furniture and equipment  will be carried at cost,  net of  accumulated
          depreciation.   Depreciation  will  be  computed  using  straight-line
          methods over estimated useful lives of the assets ranging from five to
          seven years.

     (e)  Revenue and Expense Recognition
          -------------------------------

          As of March 31, 2002, the Company had no earned  revenue.  The Company
          intends to recognize  revenues from sales of equipment  upon delivery.
          The Company intends to contract with others for the  manufacturing  of
          the equipment.  General and  administrative  expenses and the costs of
          advertising are expensed as incurred.

     (f)  Concentrations
          --------------

          Financial   instruments  that  potentially   subject  the  company  to
          concentrations  of credit risk consist  principally  of temporary cash
          investments and cash  equivalents and trade accounts  receivables.  At
          March 31, 2002, the Company had no amounts of cash or cash equivalents
          in U.S,  financial  institutions  in  excess  of  amounts  insured  by
          agencies of the U.S. Government.  At March 31, 2002 the Company had no
          trade  receivables.  Initial  trade  receivables  are  expected  to be
          principally  from  customers  in  Italy.  Since  initial   anticipated
          customers will be from one geographic  location,  a  concentration  of
          credit risk could exist due to potential  changes in economic activity
          in that area.  The Company does not require  collateral  for its trade
          accounts receivables.

     (g)  Cash Equivalents
          ----------------

          The Company  considers all short-term  investments in securities  that
          mature in 90 days or less to be cash equivalents.


                                       9
<PAGE>


                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                          (a Development-Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2002

NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, Continued

     (h)  Allowance for Doubtful Accounts
          -------------------------------

          Based on  collection  experience  of the  Company,  no  allowance  for
          doubtful  accounts  has been  provided.  Historically  the Company has
          never had any material  amounts of uncollectible  accounts.  Provision
          for  doubtful  account at March 31, 2002 is for a  receivable  from an
          officer stockholder without adequate collateral.

     (i)  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.

     (j)  Geographic Area of Operations
          -----------------------------

          The Company operates its business  principally in Italy. The potential
          for  severe  financial  impact  can result  from  negative  effects of
          economic  conditions within the markets or geographic areas. Since the
          Company's  business is principally in one area, this  concentration of
          operations results in an associated risk and uncertainty.


Note 2 -  Basis of Presentation - Going Concern

          The accompanying financial statements have been prepared in conformity
          with generally  accepted  accounting  principles,  which  contemplates
          continuation of the Company as a going concern.  However,  the Company
          has suffered  recurring  losses from  operations and has a net capital
          deficiency that raises  substantial  doubt about the Company's ability
          to continue as a going  concern.  Management  is  attempting  to raise
          additional capital.

          In view of these  matters,  continuing as a going concern is dependent
          upon the Company's ability to meet its financing  requirements,  raise
          additional  capital,  and the  success  of its  future  operations  or
          completion of a successful business  combination.  Management believes
          that actions  planned and  presently  being taken to raise  additional
          capital provide the opportunity for the Company to continue as a going
          concern.

                                       10
<PAGE>


                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                          (a Development-Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2002

Note 3 - Common Stock

          The Articles of  Incorporation of ITEC authorize of a maximum of 1,000
          shares of no par value  common  stock.  At December  31,  2001,  1,000
          shares of common stock were issued and outstanding.

          On April 1, 2001, Itec entered into stock subscription  agreements for
          the issuance of 1,000 shares at $1.00 per share.

          On July 3, 2001 the Company's Board of Directors  approved the Company
          entering  into   loan/investment   agreements   with  various  Italian
          investors  not to exceed  $875,000.  The  Board  also  authorized  the
          payment of a 10% commission on the funds raised by the loan/investment
          agreements.  The term of the loans as agreed to by the Board  would be
          three  years.  Interest  would  be  payable  monthly  with  the  total
          principal due in three years.  The  investors  would have the right to
          participate  in future  issuances of common stock on a pro rata basis,
          except  that  this  provision  shall  not  apply  prior to a  business
          combination transaction in which the common stock of Itec would become
          publicly traded, or if Itec consummates an initial public offering.

          On July 15, 2001, the Board also  authorized the issuance of up to 15%
          of ITEC's common stock to the various  Italian  investors.  In lieu of
          ITEC's entering into  loan/investment  agreements  described  above, a
          revised  agreement  between ITEC's President and the Italian investors
          was used which  allowed  participants  in the Italian  GPDP Program to
          make loans at a rate of $5,500 per share of ITEC common  stock.  Funds
          thus  generated  (approximately  $815,230 at March 31, 2002) are to be
          repaid  when ITEC  becomes a public  company.  Upon  repayment  of the
          advances, the investors would retain their stock ownership.  To comply
          with various Italian  regulations,  ITEC's President personally issued
          shares of the  Company's  common stock to the Italian  investors.  The
          funds advanced from the investors were deposited in accounts in ITEC's
          President's name and the advances were to ITEC's President. Due to the
          substance  of the  transactions  with the cash  balances  and advances
          payable  recorded on the financial  statements.  ITEC's  President has
          represented  that the funds  received  are assets of ITEC and ITEC has
          assumed the related obligations.

          On May 4, 2001 the Company  entered  into a share  exchange  agreement
          with Itec to acquire all the issued and  outstanding  shares of common
          stock of Itec in exchange for 6,651,987 shares of the Company's common
          stock. This business  combination resulted in the shareholders of ITEC
          owning approximately 66.5% of the issued and outstanding shares of the
          Company's  common  stock  (10,000,000  shares  were  outstanding  upon
          completion of the  transaction),  and the Company  holding 100% of the
          issued and outstanding shares of ITEC's common stock.

                                       11
<PAGE>


                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                          (a Development-Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2002

Note 3 - Common Stock, Continued

          On May 28, 2001, the Company adopted the Beechport  Capital Corp. 2001
          Stock Plan,  which covers the  issuance of up to  1,000,000  shares of
          common  stock,  either  directly or  pursuant to options,  to eligible
          employees,  directors,  officers,  consultants  and  advisors  of  the
          Company.  The purpose of the plan is to promote  the best  interest of
          the remuneration to selected eligible  participants.  On June 7, 2001,
          the  Company  filed a  registration  statement  on Form S-8  (File No.
          333-62520) to register the shares covered under the Plan.

          In June and September of 2001 the Board  authorized the issuance of up
          to 2,100,000  shares under S-8 filings for services  performed for the
          Company.  1,992,000  shares were issued in early July.  The  Company's
          stock  was  trading  in the  range of $0.50 to $0.90  with a  five-day
          average  of  $0.72  pr  share.  The  discount  allowed  was set at 25%
          resulting  in a valuation  of $0.54 per share.  One  hundred  thousand
          shares were issued in late September.  The Company's stock was trading
          in the range of $0.28 to $0.43  with a  five-day  average  of $0.36 pr
          share. The discount allowed was set at 25% resulting in a valuation of
          $0.27 per share.

          On July 15, 2000, the Board also  authorized the issuance of up to 15%
          of the Company's common stock to the various Italian investors.

          In  lieu  of the  Company  entering  into  loan/investment  agreements
          described above, a revised agreement  between the Company's  President
          and the Italian  investors was used which allowed  participants in the
          Italian  GPDP  Program  to make loans at a rate of $5,500 per share of
          ITEC common stock. Funds thus generated  (approximately  $443,500) are
          to be repaid when ITEC becomes a public company. Upon repayment of the
          advances, the investors would retain their stock ownership.  To comply
          with various Italian  regulations,  the Company's President personally
          issued shares of the Company's common stock to the Italian  investors.
          The funds  advanced from the investors  were  deposited in accounts in
          the Company's  President's name and the advances were to the Company's
          President.  Due to the substance of the transaction over its form, the
          transactions  have been shown as ITEC  transactions with cash balances
          and advances payable recorded on the Company's  financial  statements.
          ITEC's President has represented that the funds received are assets of
          ITEC and ITEC has assumed the related obligations.


                                       12
<PAGE>


                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                          (a Development-Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2002

Note 4 - Notes Payable

          The  Company  entered  into  an  agreement  with  Glenwood   Marketing
          Associates, Inc., (GMA) effective April 25, 2000 whereby GMA agreed to
          lend  $1,100,000 to the Company.  From the $1,100,000 loan the Company
          agreed to pay $200,000 of capital formation fees to GMA.

          The loan bears  interest at 10% per annum payable in monthly  interest
          only payments for the 36-month term of the loan. The Company agreed to
          amend its articles of  incorporation  so as to allow the issuance of a
          preemptive and preferential right to purchase shares pursuant to Board
          of  Director  approval.  The  Company  agreed  to  promulgate  a Board
          resolution  to  convey  to  GMA  20%  of  the  Company's   issued  and
          outstanding  common  stock and further  that Board shall vest GMA with
          preferential  rights to acquire  additional shares, at no cost to GMA,
          when  additional  shares are  issued,  so as to  maintain  GMA's stock
          ownership position at 20% of the issued and outstanding common stock.

          GMA's interest shall be non-diluted,  except that this provision shall
          not apply if the Company's common stock becomes publicly traded.

          The Company agreed,  pursuant to this agreement,  to pay GMA a $20,000
          per month  consulting  fee for 24 months,  to allow GMA to appoint one
          member  of the  Company's  Board  and to  grant  GMA a first  right of
          refusal on leasing of all machines  built by the  manufacturer  of the
          equipment related to the license agreement.

          According  to the terms of the  agreement,  the  Company  will  become
          publicly  traded within  twelve months of the loan  agreement at which
          time all the officers and directors of the Company will agree to a two
          year lock up of their Company stock, GMA agreed to convert the debt to
          preferred  stock upon ITEC  becoming a public  company.  The preferred
          stock will contain provisions for redemption suitable to both parties.

          The  Company  also  agreed  that at least two of the  Company's  Board
          members would approve  verbally any Company  expenditure  of more than
          $5,000.

          The  Company  has also  conveyed  a  covenant,  so long as GMA acts in
          accordance with the terms of the agreement,  to hold GMA harmless from
          any and all  claims  that may  accrue  and to  indemnify  and hold GMA
          harmless from any and all losses,  claims,  liabilities  and expenses,
          including   reasonable  costs  of  investigation,   counsel  fees  and
          disbursements,  which may be imposed  upon or incurred by GMA with the
          conduct of its own business with the Company.


                                       13
<PAGE>


                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                          (a Development-Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2002

Note 5 - Leases

          Effective  November  1,  2000 the  Company  entered  into a  sub-lease
          agreement  for office  facilities  in Ohio.  The  Company is no longer
          using this  office  facility.  Under the terms of the  sub-lease,  the
          Company  agreed to pay monthly  sub-lease  payments  of  approximately
          $2,300 for the first 22 months and approximately  $2,430 per month for
          the remaining 24 months of the sub-lease term.

          Effective  April 2001 the Company  entered into a lease  agreement for
          office facilities in California. Under terms of the lease, the Company
          agreed to pay monthly lease payments of $900 for 36 months.

          Future minimum rentals under this operating sub-lease are as follows:

                   Year Ending December 31,
                            2002                       $      8,100
                            2003                             10,800
                            2004                              3,600
                                                       ------------
                            Total                      $     22,500
                                                       ============

Note 6 - Technology License

          Effective June 30, 2000, the Company  entered into a five-year  patent
          license  agreement  with  Honeywell  International,  Inc.  (Honeywell)
          whereby  the  Company   obtained  a   non-exclusive,   nontransferable
          worldwide  license to practice the methods and to make, use, and sell,
          the products and/or covered by the  proprietary  rights limited to the
          field of use of separating and recovering  motor oil from high density
          polyethylene  plastic.  Under the terms of the  agreement  the Company
          agreed  to pay a $50,000  non-refundable  initial  license  fee and an
          additional  minimum  annual  royalty  commencing  upon delivery of the
          first  equipment to an ITEC customer,  of the greater of $50,000 or 5%
          of the  gross  sales of all  products  sold and  services  sold in the
          United  States and 3% of the  products or services  sold in  countries
          other than the United  States.  The initial  license fee of $50,000 is
          not  creditable  toward the minimum  annual royalty and was payable in
          three equal installments.  The first was due upon the execution of the
          contract,  the  second on  December  1, 2001 and the third on April 1,
          2001. At March 31, 2002, $33,333 was accrued as a liability.  On April
          25,  2001,  Honeywell  revised  the  payment  schedule  to reflect the
          updated  delivery  schedule  so that the  previous  December  1,  2001
          payment is now due May 30, 2001 and the final  payment  due  September
          30, 2001.  As of March 31, 2002,  the $16,667 paid and the  additional
          $33,333 accrued have been accounted for as prepaid expenses based upon
          the revised  agreement  whereby these amounts apply only upon shipment
          of the first  equipment  systems.  The amounts are not  refundable and
          will be expensed upon shipment.

                                       14
<PAGE>


                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                          (a Development-Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2002

Note 6 -  Technology License, Continued

          This  agreement  shall  automatically  renew for  additional  one-year
          periods  after the end of the initial  five-year  term unless  written
          notice  is given  by  either  party of its  intent  to  terminate  the
          agreement.  Honeywell  may  terminate  this  agreement in the event of
          bankruptcy or insolvency of the Company, an assignment for the benefit
          of creditors of the Company, the nationalization of the industry which
          encompasses any products or services, any suspension of payments under
          the terms of the  agreement by  government  regulation,  the Company's
          failure to commence manufacture of the agreement, a substantial change
          in  ownership  of  the  Company   (whether   resulting   from  merger,
          acquisition,  consolidation  or otherwise),  another company or person
          acquiring  control of the Company,  or the existence of a state of war
          between  the United  States and any  country  where the  Company has a
          license to manufacture  products of services.  In addition,  if either
          party  to  the  agreement  defaults  for  any  reason  in  any  of the
          obligations  under the terms of the  agreement,  the other  party will
          have the right to terminate  the  agreement by giving at least 60 days
          written notice.

          There  are no rights to  sub-license  granted  under the terms of this
          agreement.  The  Company  has  agreed  to  invest  in  the  commercial
          development of the technology and market for the product by committing
          resources at minimum in accordance  with various  requirements  as set
          forth  in the  commercialization  plan  provided  by the  Company  for
          consideration to Honeywell when the Company applied for the license.

          The  terms  of the  agreement  require  the  Company  to  observe  all
          applicable  United States and foreign laws,  regulations,  rules,  and
          decrees  with respect to the  transfer of the  proprietary  rights and
          related  technical data to foreign countries and failure to conform to
          such laws,  regulations,  rules and  decrees  may  result in  criminal
          liability.

          The $50,000  license fee is recorded as a prepaid  expense and will be
          recorded as an intangible asset when production begins. The intangible
          asset cost is being  amortized over the five-year  initial term of the
          license agreement on a straight-line  basis.  Management's policy with
          respect to  long-lived  assets,  including  intangible  assets,  is to
          periodically  review  the  carrying  amounts,  at least  annually,  to
          determine  if there is any  impairment  in the carrying  value.  As of
          March 31, 2002, management believes that there is no impairment in the
          carrying value of any of its long-lived assets.

          The Company also agreed to pay Honeywell a $26,000 fee for engineering
          services  and   consultation   related  to  the   development  of  the
          technology.  As of March  31,  2002  $13,000  had been  paid  with the
          remainder to be billed when services are performed.

                                       15
<PAGE>


                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                          (a Development-Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2002

Note 7 -  Exclusive Supply Contract

          On August 30, 2000 the Company  entered  into an  exclusive  five-year
          supply contract with Fedegari Autoclavi S.P.A. (Fedegari),  an Italian
          equipment manufacturer.  Under the terms of the agreement, the Company
          and Fedegari  agreed that Fedegari would be the exclusive  supplier of
          the equipment used to implement the technology licensed from Honeywell
          and that the Company  would be the exclusive  buyer of this  equipment
          supplied by  Fedegari.  The Company  agreed to pay  Fedegari a $50,000
          design fee, of which $25,000 was paid as of December 31, 2000 with the
          remaining  $25,000  payable  upon  completion  of  the  prototype.  In
          addition,  the Company  has agreed to pay  Fedegari  $150,000  for the
          initial  prototype  model of the equipment.  As of March 31, 2002, the
          prototype had not been completed but the company has advanced  $60,000
          of the $150,000.  Therefore, no liability has been provided for in the
          accompanying  financial statements.  A material commitment exists with
          respect to this matter.

          Future  prices  of  the  equipment,  according  to  the  terms  of the
          contract,  shall be agreed  upon by the  parties  each year during the
          delivery schedule  preparation  process,  with all future increases or
          decreases  mutually  agreed  upon based upon market  factors,  such as
          equipment and material  costs,  competition and related  matters.  The
          exclusive provisions are subject to various performance  requirements.
          According to contract, the five-year term will be subsequently renewed
          for  successive  periods as mutually  agreed by the parties,  unless a
          request of termination is sent by one party to the other not less than
          twelve  months prior to the current  expiration  date.  If the Company
          terminates  the  contract  without  twelve  months prior notice and it
          decides not to continue  marketing the technology  system, the Company
          agreed  to allow  Fedegari  the  right  to take  over  the  rights  to
          manufacture and sell the system independently.

          Since the Honeywell license is non-transferable this provision may not
          be  binding  and  may  be  a   misrepresentation   in  the   contract.
          Contingencies   exist  with  respect  to  this  matter,  the  ultimate
          resolution of which cannot presently be determined.

          According to the terms of the contract, the contract shall be governed
          by the  laws  of  Switzerland,  without  reference  to  principals  of
          conflict  of  laws,  except  that the  United  Nations  Convention  or
          Contracts for Sale of Goods shall not apply.  Both parties have agreed
          that the exclusive  jurisdiction  over any legal action arising out of
          or  in  connection   with  the  contract  shall  only  be  brought  in
          International Court in Geneva, Switzerland.

                                       16
<PAGE>


                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                          (a Development-Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2002

Note 8 -  Receivable Related Party

          On  July 5,  2001  the  Company's  Board  of  Directors  approved  and
          authorized  the Company to make a loan of  $250,000  to the  Company's
          President. The loan, according to the minutes of the Board meeting, is
          interest only for ten years with the total principal due at the end of
          ten years.  Interest  has been waived in the year ended  December  31,
          2000 by the board of  directors.  As of March 31,  2002,  $236,973 was
          advanced on the loan. On April 5, 2001 the company advanced  Intermode
          (an Italian company) $36,951 in connection with product development.



Note 9 -  Litigation

          ITEC has received  notice of intended legal action for collection of a
          disputed amount billed by Arrowchase, Inc. to ITEC for services in the
          amount of $9,334.  This amount has been  accrued as a liability in the
          Company financial statements as of March 31, 2002.


Note 10 - Agreement

          The Company has entered  into an  agreement  with Cesmet  Laboratories
          SRL, an Italian company for a cooperative effort in development of the
          General Plastic Development Program (GPDP) and the oversight of ITEC's
          Italian  operations.  The fees for  this  agreement  are on a time and
          expense basis billed monthly.


Note 11 - Subsidiary

          On  April  11,  2001,  ITEC  formed  a  wholly  owned  subsidiary  and
          incorporated it as a Delaware  corporation known as EC02 Environmental
          Systems. The only activity to date was the registration of a trademark
          for EC02.




                                       17
<PAGE>


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. On May 29, 2001, the Company filed a current report on Form
8-K to report  that  effective  May 4, 2001,  the Company  entered  into a share
exchange  agreement  with Itec  International  Technologies,  Inc  ("ITEC"),  to
acquire  all the  issued  and  outstanding  shares  of  common  stock of ITEC in
exchange for  6,651,987  shares of the  Company's  common  stock.  This business
combination  resulted in the shareholders of ITEC owning  approximately 66.5% of
the issued and  outstanding  shares of the  Company's  common stock  (10,000,000
shares were  outstanding  upon completion of the  transaction),  and the Company
holding 100% of the issued and outstanding shares of ITEC's common stock.

ITEC uses patented  technology and proprietary  equipment to design and sell oil
and agricultural  chemical  container  recycling  equipment and related systems.
ITEC's  initial  marketing  of the  equipment  and  systems is  concentrated  in
California and Italy.

ITEC's environmental  technology uses a carbon dioxide cleaning process licensed
from Honeywell FM&T and operating  under contract with the Department of Energy.
This new  environmental  technology,  The ECO2  (TM)  Environmental  System,  is
believed by management to be the only pollution  prevention and recycling system
on the market  today that  allows for the 100%  recycling  of plastic  motor oil
containers and the residual oil left inside each container.  By using the carbon
dioxide cleaning system in the oil recycling and plastic recycling process,  the
Company  can focus on  environmental  protection  and  safety  without  creating
chemical waste disposal.

As of March 31,  2002 the Company had no  revenue,  a  stockholders'  deficit of
$2,158,699,  an accumulated  deficit of $4,210,076 and a working capital deficit
of $262,395.

The Company,  through its Regulation S stock  offering  during the first quarter
and early second  quarter 2002,  has raised in excess of $1,000,000 of equity to
be used for working capital,  debt reduction and business  opportunities as they
should arise.

The Company  during  second  quarter 2002 is completing  the permit  process and
final requirements for a 10 year lease of a 40,000 + square foot.  building with
rail siding for operations and processing in Modesto,  California. By the end of
the second quarter 2002, two pilot machine  systems are expected to be installed
at this  location for testing and  evaluation of all systems and  equipment.  In
late third quarter 2002 the Company  expects to install three full scale systems
capable  of a combined  output of 6,000  pounds  per hour of  finished  product.
Contracts  are in place for all needed raw  product  and the  Company in seeking
additional  sources  of  product  for  future  growth.  The  Company is in final
negotiations on a contract to sell all finished product.



                                       18
<PAGE>

Strategic Alliance Agreements

Beechport  has  engaged in a series of  discussions  for the purpose of entering
into manufacturing, technology and sales alliances. Such discussions are ongoing
and  the  Company  believes  these  additional  negotiations  will  lead  to the
consummation of several critical  contracts,  agreements and/or alliances in the
foreseeable  future that will provide the Company with the ability to accelerate
the sales/delivery cycle throughout calendar year 2002 and beyond.

Early in the second  quarter the Company  received  deposits  for and  confirmed
sales of its first  systems to be sold in Europe.  Delivery of these  systems is
set for late second quarter 2002. Additional confirmed orders are expected to be
completed  during the second quarter as well, with delivery  scheduled for early
in the third quarter 2002. The Company  expects to meet its target of 16 systems
sold and delivered for the year ending December 31, 2002.

Forward-looking statements

         This report  contains  certain  forward-looking  statements  within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the  Securities  Exchange  Act of  1934,  as  amended.  Stockholders  are
cautioned that all  forward-looking  statements  involve risks and  uncertainty,
including  without  limitation,  our ability to expand our customer  base,  make
strategic acquisitions,  general market conditions, and competition and pricing.
Although we believe the assumptions  underlying the  forward-looking  statements
contained herein are reasonable, any of the assumptions could be inaccurate, and
therefore,  there  can  be no  assurance  that  the  forward-looking  statements
contained in the report will prove to be accurate.







                                       19
<PAGE>



                    PART II - OTHER INFORMATION

Item 1. Legal  Proceedings

         The Company is not involved in any material legal proceedings.


Item 2.  Changes in Securities

RECENT  SALES OF  UNREGISTERED  SECURITIES.  Pursuant  to a  Regulation  S Stock
Purchase  Agreement  dated,  December  20, 2001 (the  "Agreement"),  between the
Company and Starz Investments Limited, a Belize  international  Business company
("Starz"),  the Company  agreed to sell and Starz agreed to use its best efforts
to purchase up to 5,000,000  shares of the Company's common stock, at a purchase
price equal to 35% of the bid price of the Company's shares as quoted on the OTC
Bulletin Board for the five consecutive  trading days immediately  preceding the
date of a  purchase  order  received  by the  Company.  As of March 31,  2002 an
aggregate of 2,896,137  shares had been purchased under the Agreement by foreign
designees of Starz and the Company had received net proceeds of $748,308 or $.25
per share. Under the terms of the Agreement,  Starz has the right to require the
Company to include the shares in any registration  statement under the Act filed
by the  Company  after a period  of one year from the date of  purchase  of such
shares.  All costs in connection  with such  registration  are to be paid by the
Company.  The Company claims the exemption from registration of this transaction
afforded by Regulation S under the Act in that all sales of the shares were made
in "off-shore  transactions" to persons who are not U.S.  persons.  No "directed
selling  efforts"  were engaged in by either the Company or Starz and Starz made
other  representations  and entered into other  agreements  consistent  with the
provisions of Regulation S.


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 - None







                                       20
<PAGE>







                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the Company caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                     BEECHPORT CAPITAL CORP.
                                     (Registrant)


                                 BY  /s/ Gary M. De Laurentiis
                                     -------------------------
(Date)  May 16, 2002
                                    Gary M. De Laurentiis, President,
                                    Chief Executive Officer, Chief Financial and
                                    Accounting Officer, and Director