<PAGE>
                 U.S. 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, 1997

                       Commission File Number: 33-31067

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

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

                    P.O. Box 460363, Aurora, Colorado 80046
          ----------------------------------------------------------
          (Address of principal executive offices including zip code)

                              (303) 690-6787
                        --------------------------
                        (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___

As of June 30, 1997, 1,200,000 shares of common stock, no par value per share,
were outstanding.    

Transitional Small Business Disclosure Format (check one): Yes__    No X
<PAGE>
                              INDEX
                                                         Page
                                                         Number

Part I.   Financial Information

     Item I.   Financial Statements
                    
               Balance Sheets as of June 30, 1997
                 and December 31, 1996                          3

               Statements of Operations, Six Months
                 Ended June 30, 1997 and June 30, 1996          4

               Statements of Cash Flows, Six Months
                 Ended June 30, 1997 and June 30, 1996           5             
 
               Notes to Financial Statements                    6

     Item 2.   Management's Discussion and Analysis of 
                 Financial Conditions and Results of 
                 Operations                                     6

Part II.  Other Information                                     7

Signatures                                                      7
                                2
<PAGE>
                     BEECHPORT CAPITAL CORP.
                          BALANCE SHEETS
                           (Unaudited)

                              ASSETS

                                          June 30      December 31 
                                            1997          1996    
Current Assets
 Cash                                   $       852    $      152 
  Total Current Assets                          852           152 

  Total Assets                          $       852    $      152 


              LIABILITIES AND STOCKHOLDERS'(DEFICIT)

Current Liabilities:
     Accounts payable                   $     2,406    $   11,353 
     Advances payable, related party         14,579         2,883 
  Total Current Liabilities                  16,985        14,236 

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
          1,200,000 shares issued and 
          outstanding                       163,188       163,188 
     Additional paid-in capital              13,600        13,600 
     Accumulated (deficit)                 (192,921)     (190,872)
Total Stockholders'(Deficit)                (16,133)      (14,084)
 
Total Liabilities and 
     Stockholders'(Deficit)             $       852    $      152 

The accompanying notes are an integral part of the financial statements.
                                3
<PAGE>
                     BEECHPORT CAPITAL CORP.

                     STATEMENTS OF OPERATIONS
                           (Unaudited)

                                          Three Months Ended June 30,
                                             1997             1996
                                          -----------      -----------

Revenues                                  $         -      $         -

Operating Expenses:
     Professional fees                          1,141               31
     Other                                        110              319
       Total Operating Expenses                 1,251              350

Net Loss                                  $    (1,251)            (350)

Per Share                                 $       nil      $       nil

Weighted Average Number of Shares
 Outstanding                                1,200,000        1,200,000

The accompanying notes are an integral part of the financial statements.
                                4
<PAGE>
                     BEECHPORT CAPITAL CORP.

                     STATEMENTS OF OPERATIONS
                           (Unaudited)

                                           Six Months Ended June 30,
                                             1997             1996
                                          -----------      -----------

Revenues                                  $         -      $         -

Operating Expenses:
     Professional fees                          1,741            6,543
     Other                                        308            2,781
       Total Operating Expenses                 2,049            9,324

Net Loss                                  $    (2,049)          (9,324)

Per Share                                 $       nil      $      (.01)

Weighted Average Number of Shares
 Outstanding                                1,200,000        1,200,000

The accompanying notes are an integral part of the financial statements.
                                5
<PAGE>
                     BEECHPORT CAPITAL CORP.

                     STATEMENTS OF CASH FLOWS
                           (Unaudited)

                                                 Six Months Ended June 30,
                                                   1997             1996
                                               ------------     ----------
Cash Flows Operating Activities:
     Net (loss)                                 $  (2,049)      $    (350)
     (Decrease) increase in accounts payable       (8,947             350

  Net Cash (used in) Operating Activities         (10,996)              -

Cash Flows from Investing Activities                    -               -

Cash Flows from Financing Activities:
  Advances from related parties                    11,696               -

  Net Cash Flows from Financing Activities         11,696               -

Increase in Cash                                      700               - 

Cash, Beginning of Period                             152           3,282

Cash, End of Period                             $     852        $    652

Interest Paid                                   $       -        $      - 

Income Taxes Paid                               $       -        $      -

The accompanying notes are an integral part of the financial statements.
                                5
<PAGE>
                     BEECHPORT CAPITAL CORP.

                  NOTES TO FINANCIAL STATEMENTS
                    June 30, 1997 (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.


                              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, 1997, 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, 1997, the Company had no material commitments for capital
expenditures.
                                6
<PAGE>
                    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
         None.


                            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 5, 1998            By: /s/ Timothy J. Brasel
                                  Timothy J. Brasel
                                  President
                                7
<PAGE>
                               EXHIBIT INDEX
EXHIBIT                                              METHOD OF FILING
-------                                        -----------------------------
  27.    FINANCIAL DATA SCHEDULE               Filed herewith electronically