<PAGE>
             UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-KSB

           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934               

                 For the Fiscal Year ended: December 31, 1997

                        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)    

                   P.O. Box 460363, Aurora, Colorado 80046
         -----------------------------------------------------------
         (Address of Principal Executive Offices, Including Zip Code)

Issuer's Telephone Number, Including Area Code:  (303) 221-7376

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 [X]   No [ ]

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 March 25, 1998, 1,600,000 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 $4.40 and $6.60 per share, respectively.  The
expiration date of such Warrants has been extended to September 25, 1998.

     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
stock of the leasing company was returned to its original officers and
directors.

     During June 1992 the Company effected a one for four hundred and forty (1
for 440) reverse stock split of the Company's common stock outstanding.  On
December 6, 1995, the Company effected a two for one forward stock split of
the shares of the Company's Common Stock outstanding.  All financial
information and share data in the remainder of this Report gives retroactive
effect to these stock splits.

     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.

     During March 1998 the Company signed a letter of intent regarding a
possible acquisition of Marketplace 2000, Inc.

     The Company's offices are located at 5770 South Beech Court, Greenwood
Village, Colorado 80121, and its telephone number is (303) 221-7376.

DESCRIPTION OF BUSINESS

     The Company believes it has insufficient capital with which to finance
cash acquisitions of other business entities.  Accordingly, the Company will
                               -2-
<PAGE>
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.
                               -3-
<PAGE>
     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-held 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.
                               -4-
<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 1997. 

                                  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 existed from June 23, 1993 to
March 27, 1997.  The Company's common stock is currently traded in the over-
the-counter market, and prices for the common stock are quoted on the OTC
Bulletin Board.

     The following table sets forth the high and low closing bid prices of
the Company's common stock for the period indicated, as obtained from the
National Quotation Bureau.  The stock is principally owned or controlled by
Officers and Directors of the Company, and the bid prices reported may not be
indicative of the value of the common stock.  The volume of trading in the
Company's common stock has been minimal.  These over-the-counter market
quotations reflect inter-dealer prices without retail markup, markdown or
commissions and may not necessarily represent actual transactions.

          QUARTER ENDED                  HIGH BID           LOW BID
      -------------------                --------           -------
      December 31, 1997                   $1.875             $ .50
      September 30, 1997                  $ .50              $ .375
      June 30, 1997                       $ .50              $ .125
      March 31, 1997                      $1.375             $ .375

     (b)  APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK.  The number of record
holders of the Company's no par value common stock at April 2, 1998, 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, 1997, 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 $(17,626) during the fiscal
year ended December 31, 1997, which was primarily the result of the legal and
accounting costs of compliance with the reporting requirements of the federal
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, and may continue to operate at a
loss after completing a business combination, depending upon the performance
of the acquired business.
                               -5-
<PAGE>
     As of December 31, 1997, 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.

                                 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     38        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 four other publicly-held "shells": Aspen Capital Corp., Cypress
Capital, Inc., High Hopes, Inc. and Walnut Capital, Inc.  Mr. Brasel also
serves as Secretary, Treasurer and a director of four other companies which
were formed for the same purpose as the Company, which recently filed
registration statements on Form 10-SB and have not yet been declared effective
by the Securities and Exchange Commission:  Calneva Capital Corp., Studio
Capital Corp., Westlake Capital Corp. and Zirconium Capital Corp.  From May
1995 until August 1997, Mr. Brasel served as President and a director of
Universal Capital Corp., which completed an acquisition of Remarc
International Inc. during August 1997.  From July 1996 until December 1997,
Mr. Brasel served as President and a director of Mahogany Capital, Inc. which
completed an acquisition of Pontotoc Production Company, Inc. during December,
1997.  From March 1990 until September 1994, Mr. Brasel served as President,
Secretary, Treasurer and a Director of Prentice Capital, Inc., a publicly-held
blank-check company which completed an acquisition of Universal Footcare, Inc.
From March 1990 until August 1993, Mr. Brasel was President, Secretary and a
Director of Brasel Ventures, Inc., a publicly-held blank-check company, which
completed an acquisition of American Pharmaceutical Company.  From April 1990
to February 1992, Mr. Brasel served as President, a Director and sole
shareholder of Central Securities Transfer Corporation, a stock transfer
company which is no longer in business.  From July 1987 until May 1990, Mr.
Brasel served as President of Eagle Vision, Inc., a publicly-held blank-check
company  that completed an acquisition of UMA Management Associates, Inc. 
From November 1988 to June 1990, he also served as President and a Director of
L.I. Inc., a publicly-held blank-check company which completed an acquisition
of Imaging Management Associates, Inc. Since January 1987, Mr. Brasel has been
President and a Director of Bleu Ridge Consultants, Inc., a business and
                               -6-
<PAGE>
management consulting firm located 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. 

     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 45,455
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 April 2, 1998, 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:
                               -7-
<PAGE>
                                     AMOUNT AND
    NAME AND ADDRESS                NATURE OF BENE-          PERCENT
  OF BENEFICIAL OWNER              FICIAL OWNERSHIP          OF CLASS
-------------------------        --------------------        --------
Ronald J. Corbett                    199,066<FN1><FN5>         11.0%
276 Northview Place, N.E.
Cedar Rapids, IA  52402

Timothy J. Brasel                  1,377,435<FN2><FN5>         68.9%
16178 E. Prentice Place
Aurora, CO  80015

Susan A. Brasel                      311,320<FN3><FN5>         17.3%
16178 E. Prentice Place
Aurora, CO  80015

Paul H. Dragul                       300,000<FN4>              18.7%
950 East Harvard, No. 500
Denver, CO  80210

All Directors and                  2,126,367<FN2><FN5>         88.7%
Officers as a Group                        
(1 Person)
_______________
<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 464,383 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; 102,958 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.  Also
includes a total of 150,000 shares held by Janet M. Brasel, Mr. Brasel's wife,
as custodian for Tyler Jay Brasel, Colton Russell Brasel and Justin Brasel,
UGMA/CO.
<FN3>
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 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 250,000 shares held directly by Dr. Dragul and 50,000 shares held in
the name of Dr. Dragul's IRA.
                               -8-
<PAGE>
<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, 1998.  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, 1998.

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)

 27         Financial Data Schedule        Filed herewith electronically

     (b)  REPORTS ON FORM 8-K.  No reports on Form 8-K were filed during the
quarter ended December 31, 1997.
                               -9-
<PAGE>
                  INDEX TO FINANCIAL STATEMENTS
                     BEECHPORT CAPITAL CORP.
                    December 31, 1997 and 1996

      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

      Statements 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, CO 80016

We have audited the accompanying balance sheet of Beechport Capital Corp. as
of December 31, 1997, and the related statements of operations, stockholders'
equity and cash flows for the two years ended December 31, 1997 and 1996. 
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 audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits 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 audits 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, 1997, and the results of its operations, changes in its
stockholders' equity and its cash flows for the two years ended December 31,
1997 and 1996, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As described in Note 2 to the
financial statements, the Company has suffered recurring losses from
operations and has a net working capital deficiency that raise substantial
doubts about its ability to continue as a going concern.  The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.

/s/ Schumacher & Associates, Inc.
Schumacher & Associates, Inc.
Certified Public Accountants
12835 E. Arapahoe Road
Tower II, Suite 110  
Englewood, CO 80112

March 25, 1998
                               F-2
<PAGE>
                     BEECHPORT CAPITAL CORP.
                          BALANCE SHEET
                        December 31, 1997

                              ASSETS

Current Assets:
           Cash                                    $       328 

           Total Current Assets                            328 

TOTAL ASSETS                                       $       328 


             LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
           Accounts payable                        $     3,375 
           Advances payable, related parties            14,579 

           Total Current Liabilities                    17,954 

TOTAL LIABILITIES                                       17,954 

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 
     Additional paid-in capital                         13,600 
     Accumulated (deficit)                            (194,414)

TOTAL STOCKHOLDERS' (DEFICIT)                          (17,626)
 
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)      $       328 

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,

                                                  1997         1996    
Revenue                                        $        -   $        - 

Expenses:
           Legal and audit fees                     2,679       10,347 
           Other                                      863        4,570 
                                                    3,542       14,917 
Net (Loss)                                     $   (3,542)  $  (14,917)
Per Share                                      $      nil   $     (.02)
Weighted Average Shares Outstanding             1,200,000    1,200,000 

The accompanying notes are an integral part of the financial statements.
                               F-4
<PAGE>
                     BEECHPORT CAPITAL CORP.
         STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
         From December 31, 1995 through December 31, 1997

                                            Additional
                           Common Stock       Paid-in  Accumulated
                      No./Shares    Amount    Capital   (Deficit)    Total 
Balance at
 December 31, 1995     1,200,000   $163,188   $13,600   $(175,955)  $    833

Net loss-year ended
  December 31, 1996            -          -         -     (14,917)   (14,917)

Balance at
  December 31, 1996    1,200,000    163,188    13,600    (190,872)   (14,084)

Net loss-year ended
  December 31, 1997            -          -         -      (3,542)    (3,542)

Balance at
 December 31, 1997     1,200,000   $163,188   $13,600   $(194,414)  $(17,626)
                       =========   ========   =======   =========   ========

The accompanying notes are an integral part of the financial statements.
                               F-5
<PAGE>
                     BEECHPORT CAPITAL CORP.
                     STATEMENTS OF CASH FLOWS

                                                    Years Ended December 31,
                                                       1996         1996   
Cash Flows Operating Activities:
     Net (loss)                                    $   (3,542)  $  (14,917)
     Increase (decrease)in accounts
     payable and accrued expenses                      (7,978)      11,787 

Net Cash (Used in) Operating
 Activities                                           (11,520)      (3,130)

Cash Flows from Investing Activities                        -            - 

Net Cash Provided by Investing
 Activities                                                 -            - 

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

Net Cash Provided by Financing
 Activities                                            11,696            - 

Increase (decrease) in Cash                               176       (3,130)

Cash, Beginning of Period                                 152        3,282 

Cash, End of Period                                $      328   $      152 

Interest Paid                                      $        -   $        - 

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, 1997 and 1996

  (1)SUMMARY OF ACCOUNTING POLICIES

This summary of significant accounting policies of Beechport Capital Corp.
(Company) is presented to assist in understanding the Company's financial
statements.  The financial statements and notes are representations of the
Company's management who is responsible for their integrity and objectivity. 
These accounting policies conform to generally accepted accounting principles
and have been consistently applied in the preparation of the financial
statements.

      (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 1997
and 1996 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, 1994 (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, 1997, The Company had net operating losses available for
carryover to future years of approximately $194,414, expiring in various years
through 2012.  Utilization of these carryovers may be limited if there is a
change in control of the Company.  As of December 31, 1997 the Company has
total deferred tax assets of approximately $38,883 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 $38,883.  Thus, no tax assets have been recorded in the financial
statements as of December 31, 1997.

      (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)BASIS OF PRESENTATION - GOING CONCERN

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of
the
                               F-7
<PAGE>
Company as a going concern.  However, the Company has sustained operating
losses since inception and has a net working capital deficiency.  These
matters raise substantial doubt about the Company's ability to continue as a
going concern.  Management is attempting to locate a business combination
candidate.

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 revise the Company's operating and financial
requirements provide the opportunity for the Company to continue as a going
concern.

(3)  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 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.  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.
     
(4)  ADVANCES FROM RELATED PARTIES 

A partnership in which the Company's President is a partner advanced or paid
obligations of the Company totalling $7,696 during 1997 and $2,883 during
1996.  In addition, a shareholder of the Company advanced $4,000 to the
Company during 1997.  These advances have no written repayment terms, do not
bear interest, and are uncollateralized.

(5)  COMMON STOCK ISSUED

On March 20, 1991, 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, 1997 there are 468,818 class A warrants and 343,182 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, 1998.

(6)  SUBSEQUENT EVENT

Subsequent to December 31, 1997, the Company issued 400,000 shares of its
common stock to related parties in exchange for certain liabilities valued at
$7,500.
                               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: April 3, 1998            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,      April 3, 1998
Timothy J. Brasel           Treasurer (Principal
                            Financial and Account-
                            ing Officer) and 
                            Director