UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 AMENDMENT NO. 2

                                       TO

                                   FORM 10-KSB

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

                  For the fiscal years ended DECEMBER 31, 2001


                         Commission file number 33-31067

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

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

                132 South Third Street, Oakdale, California 95361
                -------------------------------------------------
                    (Address of principal executive offices)

                                 (209) 848-3900
                                 --------------
                         (Registrant's telephone number)

Securities registered under Section 12(b) of the Exchange Act: NONE.

Securities  registered under Section 12(g) of the Exchange Act:
                          COMMON STOCK, NO PAR VALUE.

Check whether the Registrant  (1) has 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 [ ]

Check if there is no  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 the  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. [ ]

State Registrants's revenues for its most recent fiscal year: $ -0-

As of March 15, 2002,  15,694,784 shares of common stock were  outstanding,  and
the  aggregate   market  value  of  the  shares  held  by   non-affiliates   was
approximately $7,983,505.

Documents incorporated by reference:  NONE

Transitional Small Business Disclosure Format:  Yes  [   ]    No       [X]
<PAGE>


         This Report on Form 10-KSB contains  information  concerning the issuer
relating to the fiscal year ended  December  31, 2001,  except  where  otherwise
indicated.


                             BEECHPORT CAPITAL CORP.
                          Annual Report on Form 10-KSB
                                Table of Contents

PART I

ITEM 1.  DESCRIPTION OF BUSINESS .........................................   3
ITEM 2.  DESCRIPTION OF PROPERTY .........................................  14
ITEM 3.  LEGAL PROCEEDINGS ...............................................  14
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .............  14

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ........  15
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION .......  16
ITEM 7.  FINANCIAL STATEMENTS ............................................  17
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                    AND FINANCIAL DISCLOSURE .............................  17

PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                    COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.. ..  18
ITEM 10. EXECUTIVE COMPENSATION ..........................................  20
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..   21
ITEM 12. CERTAIN BUSINESS RELATIONSHIPS AND RELATED TRANSACTIONS .........  21
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K..  22

SIGNATURES








                                       2
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Special Note Regarding Forward-Looking Statements

         Certain  statements  in this Annual  Report on Form 10-KSB  (this "Form
10-KSB"), including statements under "Item 1. Description of Business," "Item 3.
Legal   Proceedings"  and  "Item  6.  Management's   Discussion  and  Analysis",
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1934, as amended, and the Private Securities Litigation Reform
Act of 1995 (collectively,  the "Reform Act").  Certain but not necessarily all,
of  such   forward-looking   statements   can  be   identified  by  the  use  of
forward-looking  terminology  such  as  "believes",  "expects",  "may",  "will",
"should",  or "anticipates" or the negative thereof or other variations  thereon
or comparable terminology,  or by discussions of strategy that involve risks and
uncertainties.  Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,  performance
or achievements of Beechport Capital Corp. or its wholly-owned subsidiary,  ITec
International Technologies,  Inc., a Delaware corporation ("ITec") (collectively
"the Company", "we" or "us") to be materially different from any future results,
performance  or  achievements  expressed  or  implied  by  such  forward-looking
statements.  References in this Form 10-KSB,  unless another date is stated, are
to December 31, 2001.

BACKGROUND

         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
Class B Warrants were  exercisable  at $4.40 and $6.60 per share,  respectively.
The Warrants expired on September 25, 1998.

         On June 5, 1992,  the  Company  issued  6,500,000  shares of its common
stock  to the  holders  of all 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's
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 was
written-off  and the stock of the leasing  company was  returned to its original
officers and directors.


                                       3
<PAGE>

         During June 1992 the Company  effected a one for four hundred and forty
(1 for 440) reverse split of the Company's outstanding common stock. On December
6, 1995,  the  Company  effected a two for one  forward  split of the  Company's
common  stock.  On August 20, 1999 the  Company  effected a 1.35 for one forward
split of the Company's common stock. All financial information and share data in
the remainder of this Report gives retroactive effect to these stock splits.

         Effective  June 30, 1998 the  Company  issued  1,080,000  shares of its
common stock for all of the issued and  outstanding  stock of Marketplace  2000,
Inc.,  an Ohio  corporation  which  had no  business.  In  connection  with this
transaction Lawrence Schmelzer was elected President of the Company.

         Effective May 11, 2001, the Company acquired a controlling  interest in
ITec pursuant to a Share Exchange Agreement dated May 4, 2001 by and between the
Company and ITec. The Company has since acquired all the issued and  outstanding
shares of common stock of ITec in exchange  for a total of  6,651,987  shares of
the Company's restricted common stock (the "Share Exchange").

         ITec was  incorporated in March 2000 to develop and  commercialize  new
technologies that are economically and  environmentally  sound. ITec's objective
is to become a dominant  worldwide  supplier of equipment  for recycling oil and
agricultural  chemical  containers  and related  systems.  ITec has  developed a
cleaning system utilizing liquid carbon dioxide for cleaning recyclable plastic,
oil  and  pesticide  containers  called  the  ECO2TMEnvironmental   System  (the
"System").

         The  Company's offices are located at 132 South Third Street,  Oakdale,
California 95361 and its telephone number is (209) 848-3900.

         Unless the context  indicates  otherwise all  references  herein to the
Company include  Beechport  Capital Corp. and its  wholly-owned  subsidiary ITec
International Technologies, Inc.

DESCRIPTION OF BUSINESS

         The Company  operates  through a European office in Naples,  Italy, and
through   alliances  and   partnerships   with  government   organizations   and
environmental groups.

         ITec has  developed  a new  cost-effective,  environmentally  sensitive
technology, the System for cleaning plastic contaminated by substances that make
most types of plastic ineligible for traditional recycling programs.  The System
consists  of a washing  chamber,  storage  tank,  distilling  unit,  compressor,
refrigeration  unit and various pumps and  compressors.  Each system can process
between  500 to  1,000  pounds  of  plastic  per  hour  depending  on the  model
purchased.  Used oil containers (typically the one quart size sold to consumers)
were the first  focus of this new  technology;  however,  additional  scientific
testing  results now indicate that the technology can be profitably  employed to
recycle all plastics regardless of the contaminant.

         As of December 31, 2001 ITec had  arranged  with two  companies,  Chart
Industries,  Inc. ("Chart") (listed on the New York Stock Exchange) and Fedegari
Autoclavi Spa ("Fedegari"),  an Italian company, both leaders in the utilization
of CO2 technology,  to manufacture the System.  As of such date Fedegari had not


                                       4
<PAGE>

completed a prototype  system as initially  promised.  In November  2001 certain
assets of Chart, including the division which was manufacturing the System, were
transferred to a new  privately-held  company known as Cool Clean  Technologies,
Inc.  ("Cool Clean"),  under the management of current and former  executives of
Chart. As of March 31, 2002 Cool Clean has  manufactured  four Systems which are
located at Cool Clean's facility in Burnsville,  Minnesota. The Company plans to
relocate  the  Systems to  Modesto,  California  and to  establish  a  recycling
facility  where  the  Systems  can be  both  operated  to  generate  income  and
demonstrated for prospective purchasers.

         The Company's  principal source of revenues will be sales of the System
by ITec. ITec will also provide additional  services to purchasers of the System
in exchange for recurring  fees.  These services will include:  extended  System
warranty upgrades,  technical support and trouble-shooting,  training for System
operators,  consulting for material  feedstock and products sales,  and software
upgrades  that  will  allow  the  System  to clean  other  contaminated  plastic
materials. The Company will also require purchasers of Systems to enter into ten
year maintenance  agreements  providing for fees of $25,000 per year, payable in
equal monthly installments, for telephonic monitoring of the System and software
upgrades.

         With the advent of the global environmental  movement,  waste treatment
and  remediation  are now  worldwide.  ITec's  goal is to become a leader in the
market  for  systems  that can clean and make  recyclable  certain  contaminated
plastics that are currently not recycled. The System has demonstrated an ability
to produce clean, 100% recyclable High-Density  Polyethylene ("HDPE") flake from
used motor-oil  containers and other HDPE  containers used to transport used oil
and to  recover  the  residual  oil  attached  to the  plastic,  with  no  waste
by-products.

         In addition to recycling used motor oil  containers,  laboratory  tests
have proven four additional usages for our technology. They are:

     o    Pesticide Containers of HDPE (High-Density Polyethylene)

     o    Mixed HDPE Color Containers (Detergent, Shampoo & Clorox Containers)

     o    Natural HDPE Containers (Milk & Water Containers)

     o    Polyethylene Terephthalate (PET) (Soft Drink Containers)

         Although originally developed for environmental usages, when applied to
the above  materials  the TM System has been  shown to remove all  contaminants,
odors,  dirt and labels from the plastic,  thereby  producing  clean  marketable
flake which can be reused to produce end-products.


TECHNOLOGY

         Some  years  ago,  the   American   aerospace   industry   developed  a
supercritical   fluid   technology  to  clean  high-tech  metals  and  composite
materials.  This method was then adapted to become the System,  which offers the
ability to effectively clean plastics.


                                       5
<PAGE>

         The  principal  technology  underlying  the  System  was  developed  by
Honeywell  International,  Inc.  ("Honeywell") and the U.S. Department of Energy
("DOE"). ITec signed a five-year license agreement (with an additional five-year
license extension) with Honeywell and the DOE in June 2000.

         The  Company's   technology  has  been   recognized  as  a  significant
environmental breakthrough and is expected to increase the percentage of plastic
diverted  from waste  streams to  recycling  and reuse.  Honeywell  FM&T and DOE
received a Governor's  Award from the  Missouri  Chamber of Commerce in 2000 for
their breakthrough innovation in recycling technology.

         The Company  believes  that its  technology  is unique and  superior to
alternative  plastic  cleaning  systems  in  several  respects,   including  the
percentage  of  purity  achieved  and the  elimination  of  secondary  costs for
wastewater cleanup associated with other cleaning technologies.

         In addition,  compared to existing  technology the System  provides the
following advantages:

     o    Contaminated  plastic  cleaned  with the  System  has a  significantly
          higher reusable end-use than conventionally  cleaned plastic.  Plastic
          cleaned  with  the  System  is  processed  free  from  odors  and 99%+
          contaminant-free.  Conventional  methods have a much lower cleanliness
          threshold and do not deodorize. Once processed,  these plastics have a
          much lower end-use.

     o    Plastic flake cleaned with the System sells for  significantly  higher
          prices   than   conventionally   cleaned   plastics.    Odorless   and
          contaminant-free  plastic flake yield higher prices and  significantly
          larger profit margins.

     o    Plastic recyclers have the ability to recycle oil-contaminated plastic
          and conventionally  contaminated  plastic without wastewater  effluent
          discharge. Costs involving water-treatment are high using conventional
          cleaning methods,  whereas with our system they are non-existent.  The
          System does not use water.

     o    No permits are required for effluent  wastewater  discharge  since the
          System uses no water.

     o    Energy costs operating the System are significantly lower than current
          plastic  cleaning  systems.  Our System  costs for energy are nearly 2
          cents ($0.02 cents USD) less per pound than currently used  processes,
          yielding significantly larger profit margins.

     o    Direct  processing  costs for  recycling  plastics are reduced by over
          50%.

     o    Both residual oil and plastic are  recovered  without  creating  waste
          by-products which contaminate the environment.

     o    Odors associated with residual oil,  pesticides and mixed HDPE plastic
          are   eliminated.   Current   cleaning   technology  does  not  remove
          contaminant odor from recycled plastic.


                                       6
<PAGE>

     o    An   economical   solution  is  provided  to  pressing   environmental
          protection and pollution  prevention  problems associated with plastic
          motor oil container recovery.

     o    A closed-loop  system is formed which continually reuses low-cost CO2,
          has low electricity costs and zero environmental impact.

     o    The System can be operated and maintained  with only two  semi-skilled
          workers.

An Ideal Solvent

         Carbon dioxide (CO2) is produced by photosynthesis and constitutes .04%
of the air we breathe.  CO2 is also a by-product of other industrial  processes,
such as fermentation from  distilleries.  As a gas under atmospheric  conditions
when liquefied  represents an ideal solvent with  characteristics that cannot be
matched  by any other  solvent,  conventional  or  otherwise.  It is  non-toxic,
non-flammable, non-hazardous waste producing, non-ozone-depleting, odorless, and
cannot spill into the soil or  groundwater  since it becomes a gas if it escapes
from the  System.  Since the CO2 that is used in this  process is already in the
air and is recaptured for reuse in the machines, no new CO2 is produced or added
to the atmosphere over the life of the cleaning cycle.  Commercially CO2 is used
for, among many other things, carbonating beverages, decaffeinating coffee beans
and preserving foods.

         From a performance  standpoint,  the System has distinct  advantages as
well.  Its  viscosity  (the  ability  to  flow)  and  surface  tension  (wetting
capability) are orders of magnitude better than any other solvent, thus enabling
the  penetration of  contaminates  and the removal of finer particles of dirt or
oil in 20  minutes  or  less,  nearly  as fast as  conventional  processes.  The
greatest  benefits to using the System are its ability to  thoroughly  clean and
deodorize  plastic,  thereby yielding  significantly  higher retail prices for a
clean flake.

CO2 - Safe to Handle

         CO2 does not show the toxic or  flammable  properties  associated  with
traditional  plastic-cleaning solvents or methods. Risks connected with CO2 vary
with the  different  states of the compound.  Gaseous CO2 may cause  suffocation
when found in large  concentrations in closed areas. Solid or liquid CO2 or cold
CO2 gas  (dry  ice),  as well as  cooled  equipment  may  cause  frost  burns if
unprotected  skin is exposed to the CO2 or the cooled  equipment.  The equipment
used in the  Company's  CO2 process is designed to handle and  mitigate any such
danger.  It works as a closed  system  where the used  liquid  CO2 is  filtered,
distilled, recycled and reused.

ENVIRONMENTAL REGULATIONS: PERMISSIONS AND SAFETY RESTRICTIONS

         The  operation of a  plastics-recycling  business is subject to various
regulations  which differ depending on the solvent used, the laws of the country
as well as local  regulations.  Carbon  dioxide  generally  is  subject  to less
regulation than other solvents.



                                       7
<PAGE>

         Permissions  required  to install  and  operate  CO2  plastics-cleaning
equipment are dependent upon both building  department  permits (local  building
authorities) and CO2 storage  permission  (storing gas requires a permit in some
countries).  ITec's OEM manufacturer is responsible for seeing that the machines
and CO2  storage  vessels are  manufactured  in  accordance  with  national  and
international safety standards.

MARKET OVERVIEW

Market Distinctions - Europe/Canada versus United States

         Europe/Canada:  Legislation  is in place  prohibiting  oil-contaminated
products from  placement  into  landfills.  Available  land for new landfills is
extremely limited. Government subsidized programs exist for the recycling of all
plastics.  In Canada,  ITec is using the AUOMA  collection  model to develop the
collection model for use in the United States.

         United States: Legislation is in place prohibiting used-oil products in
landfills  in  many  states,  but  may  not  be  strictly  enforced.  Government
subsidized  programs for  recycling  of all  plastics are limited.  New landfill
space is becoming limited in the smaller  Northern States but remains  available
in the larger states.

         Estimates  indicate  Europe and Canada are 15 years ahead of the United
States  legislatively,   environmentally  and  structurally  relating  to  waste
recycling  and  collection  efforts.  As a result,  ITec has  chosen  Europe for
marketing  and  sales of its  initial  systems.  Europe  has  nearly  run out of
landfills and the collective efforts to recycle all forms of waste, is prevalent
in all European  nations.  The entire  continent is politically  active in their
legislative efforts and recycling initiatives.

         In contrast,  the United  States  plastic  recycling  and oil recycling
programs have been modestly implemented and accepted in most areas for pollution
prevention.  There are very few  formalized  collection  programs  for motor oil
containers  other than in  portions  of South  Carolina.  The U.S.  practice  of
dumping motor oil containers  into landfills or disposing of them  improperly is
no longer tolerated in Europe.

         In order to facilitate its early  marketing  direction ITec  determined
that it would need a  representative  to handle  inquiries  and further  develop
markets in Europe.  The Company  secured the services of CESMET,  a company with
over 15 years experience in the Italian and European markets.  CESMET,  together
with other consultant companies,  develops industrial projects involving plastic
recycling and collection for governments and the European Union.

         Although this System was originally developed for environmental usages,
when  applied  to the above  areas,  the  System  has been  shown to remove  all
contaminants, odors, dirt and labels from the plastic producing clean marketable
flake which can be reused to produce end-products.  With this increase in usage,
the worldwide market for Systems increases geometrically. Ultimately, the System
could become a primary recycling system.



                                       8
<PAGE>

MARKETING AND SALES

         The basis for ITec's sales  strategy is to focus on the  industries and
countries  most  likely to  benefit  from the  Company's  technology.  Potential
customers are basically divided into two distinct segments - private  enterprise
plastic recyclers and government sponsored plastic recyclers.

         To date the following companies and governments have expressed interest
in the Company's  technology.  Those companies include:  Exxon/Mobil (for system
installations in: Russia, Finland, Tajikistan,  Uzbekistan, Ukraine, Yugoslavia,
Macedonia,  Moldavia, Serbia, Bosnia, Greece, Poland, Turkey and Hungary), Shell
Oil, AMEX,  Ravisz from Hungary and Polis LTD. from Bulgaria,  CSAV from Hungary
and  Politenke  (Italy  and  Germany).   Those  countries  whose   environmental
ministries have expressed interest are: Italy, Bulgaria, Hungary and Russia.

         Purchase  Order  Contracts  of Sale have  already  been  signed for six
Systems in Italy. As of March 2002, the Company  anticipates  selling 50 Systems
over the next 24 months.

COMPANY WEBSITES

         The current  Website for the Company is located  at  www.beechport.com.
The  original  Company  Website is located at  www.iteces.com  and is  currently
undergoing  renovation and is expected to be completed by May, 2002. A change of
address for www.iteces.com is currently under review.

LICENSING AND PATENTS

         ITec's  technology is under license from Honeywell  International  Inc.
(Honeywell), and the U.S. Department of Energy. Honeywell has the right to grant
a license to utilize the  technology to one other  entity,  but has not done so.
Currently, there are no other licensees of this technology.

MANUFACTURING

         ITec  expects to enter into an Original  Equipment  Manufacturer  (OEM)
Agreement with Cool Clean to manufacture Systems to ITec's  specifications.  The
Company is advised that Cool Clean will arrange for  manufacturing to take place
at the facilities of Chart in Burnsville, Minnesota (for Systems to be delivered
in the United  States) and the Czech  Republic  (for  Systems to be delivered in
Europe).

EMPLOYEES

         As of March 15, 2002 the Company  employed  six persons  including  its
President and two Vice Presidents.





                                       9
<PAGE>

                                  RISK FACTORS

         In addition to the other  information in this Report on Form 10-KSB the
following risk factors should be considered  carefully in evaluating the Company
and its business.

         1.   Limited Capital

         The Company has limited  capital and there can be no assurance  that it
will be able to raise the capital  needed to carry on its business.  The Company
has incurred,  and may continue to incur,  operating  losses for the foreseeable
future and is  currently  subject to a "going  concern"  opinion by its  outside
auditor.  The Company's  working  capital needs will depend upon various factors
including but not limited to the acceptability of the System in the marketplace,
and the ability of the Company's suppliers to manufacture and deliver the System
as well as other factors.  Even if the Company achieves  profitability there can
be no assurance that it can sustain or increase  profitability on a quarterly or
annual basis. The Company's  failure to meet and realize its objectives may have
a material  adverse effect on the Company's  business,  financial  condition and
results of operations.

         2.   September 11, 2001 Terrorist Attack

         As a result  of the  terrorist  attacks  in New  York,  Washington  and
Pennsylvania on September 11, 2001,  significant financial and political changes
have taken place in the United States and in the world.  These changes will have
an effect  upon the  Company  and the  future  activities  contemplated  by this
Report.  Many of the  Company's  plans  were made  prior to  September  11th and
without regard to the events which took place on that date. As a result,  future
developments  concerning  the Company and its ability to act in accordance  with
the plans and  expectations  set forth in this Report are subject to significant
uncertainty.

         3.   Going Concern

         Henry  Schiffer,  CPA, An Accountancy  Corporation,  in his independent
auditor's report, has expressed  "substantial doubt" as to the Company's ability
to continue as a going concern based on  significant  operating  losses that the
Company has incurred.  The Company's  consolidated  financial  statements do not
include any adjustments that might result from the outcome of that  uncertainty.
The going concern  qualification is also described in note 2 of the notes to the
consolidated financial statements.

         4.   Non-Exclusive License

         The Company has licensed its technology from Honeywell,  Inc. Honeywell
is free to license the  technology  to one other person or entity on terms which
it may deem  appropriate.  The person or entity  licensing  the  technology  may
develop  systems or technologies  which compete with the Company's  System which
may place the Company at a competitive disadvantage.



                                       10
<PAGE>

         5.   Limited Sales, Marketing and Distribution Capabilities

         The Company has limited sales, marketing and distribution expertise and
capabilities.  Establishing  and maintaining  sales,  marketing and distribution


expertise and capabilities may require significant  expenses including additions
to personnel.  There can be no assurance  that the Company will have  sufficient
capital  resources  necessary to expand its sales,  marketing  and  distribution
expertise and capabilities,  and that even if such resources are available, that
the  Company  will be  successful  in doing  so.  The  Company  has  targeted  a
significant  portion  of  its  marketing  efforts  outside  the  United  States,
primarily  in  Europe.  If the  Company  is unable  to  establish  and  maintain
significant  sales,  marketing and  distribution  efforts  either  internally or
through  arrangements  with third  parties,  the Company's  business,  financial
condition and results of operations may be materially adversely effected.

         6. The Company is Dependent on Limited Number of Manufacturing Sources.

         Through the end of its fiscal year ended  December 31, 2001 the Company
relied upon  arrangements  with Chart  Industries,  Inc.  ("Chart") and Fedegari
Autoclavi Spa  ("Fedegari") to manufacture  the System.  Fedegari did not comply
with the terms of its agreement with the Company and deliver a prototype system.
As of March 31,  2002 four  prototype  Systems  had been  produced by Cool Clean
Technologies, Inc. ("Cool Clean"). The Company is now reliant upon Cool Clean, a
private  company  managed by current and former  executives of Chart, to produce
the System and expects its first  system to be produced in July,  2002.  If Cool
Clean is unable or  unwilling  to  manufacture  the  Company's  System or if the
Company's  specifications  with  respect to the System are not met,  the Company
will be forced to seek out another  supplier.  There can be no assurance that an
alternate  supplier will be available on terms acceptable to the Company,  if at
all.

         7.   Certain Factors That May Affect Future Results

         In addition to other  information  in this Annual Report on Form 10-KSB
the Company is subject to a number of other risk factors.

         8.   Availability of Additional Sources of Financing and Capital

         The Company must raise  equity or other  sources of capital in order to
maintain  its  operations  and there can be no  assurance  that  capital will be
available on acceptable terms if at all.

         9.   Foreign Operations

         The  Company's  initial  sales  of  Systems  are  anticipated  to be to
customers  located in Italy,  Hungary and  Bulgaria.  Although  payments for the
Company's  products are  denominated in dollars,  adverse  economic or political
conditions  in Italy,  or other  countries  where the Company  hopes to sell its
products  could  adversely  affect the business and  financial  prospects of the
Company.



                                       11
<PAGE>

         10. The Company Will Require Additional Capital to Market and Advertise
its Products.

         The marketing  and  advertising  of the  Company's  products and future
products  will require the  expenditures  of  significant  capital.  The Company
expects to incur  operating  losses for the  foreseeable  future.  The Company's
actual working  capital needs will depend upon many factors  including,  but not
limited to the progress and success of the Company's marketing and sales efforts
and  commercial  acceptance  of the Company's  product.  The Company may seek to
obtain  additional  capital  through  private or public  debt or equity from the
financings.  If the Company  raises  additional  funds  through the  issuance of
equity,  equity  related or debt  securities,  such  securities may have rights,
preferences or privileges senior to those of the rights of the common stock. The
sale of  additional  equity  or  convertible  debt  securities  could  result in
additional dilution to existing shareholders.  In addition, the issuance of debt
securities  could increase the risk or perceived risk to the Company.  There can
be no assurance that any  additional  financing will be available to the Company
on acceptable terms if at all.

         11.  Protection of Proprietary Technology

         The  Company  expects  to make most of its  sales  outside  the  United
States.  There can be no assurance  that the Company or Honeywell,  Inc. will be
able to protect the  technology  which the Company has licensed from  Honeywell,
Inc.

         12.  Competing Technologies

         The Company may be subject to competing technologies which may prove to
be superior  to the  Company's  technology  or may  provide  financial  or other
benefits.

         13.  Demand for Plastic Flake May Decrease

         The demand for plastic  flake may decrease to the point where it is not
economically viable to utilize the Company's System.

         14.  Competition

         The Company may face competition from other companies which are larger,
better financed and which have greater assets and resources than the Company.

         15.  The Company is Dependent on Key Personnel

         The  Company  is  dependent  in  significant  part  upon the  continued
services  of  its  President  and  Vice  President.   Their   unavailability  or
unwillingness to serve would have a serious adverse effect upon the Company.

         16.  The Company's Business is Subject to Regulatory Oversight

         The  recycling   industry  in  general  and  the  Company's  System  in
particular   are  subject  to   regulatory   oversight  by  local  and  national
authorities. Purchasers of the Company's Systems will be required to comply with
a variety of statutes and ordinances.  Accordingly,  the  attractiveness  of the
Company's System to purchasers may be adversely effected.

                                       12
<PAGE>

Risks Related to the Common Stock

         The Company does not intend to pay dividends and shareholders will only
be able to receive funds from the sale of their common stock.

         1.   The Company's Common Stock is Thinly Traded

         The  trading   volume  of  the  Company's   common  stock  is  limited.
Accordingly,  there may not be a large number of potential  purchasers  ready to
buy shares when a shareholder  desires to sell.  There are also a limited number
of  shareholders  of the Company  including  shares held in street  names and by
clearing brokers in single accounts.

         2.   The  Company's  Common  Stock is  Quoted  on the  Over-The-Counter
Bulletin  Board;  The Company is not  Required  to Meet or Maintain  any Listing
Standards  for its Common  Stock to be Quoted on the  Over-The-Counter  Bulletin
Board.

         The Company's common stock is currently quoted on the  Over-The-Counter
Bulletin  Board  under the symbol  "BEAH".  The  Bulletin  Board is a  regulated
quotation  service operated by the National  Association of Securities  Dealers,
Inc.  ("NASD")  and  displays  real time  quotes,  last sale  prices  and volume
information in  over-the-counter  equity securities such as the Company's common
stock. The Bulletin Board is a quotation  medium for subscribing  members of the
NASD, not an issuer listing service,  and should not be confused with the Nasdaq
Stock  MarketSM.  There is no assurance  that the Bulletin  Board will provide a
liquidity for the purchase and sale of the Company's common stock.

         3.   The Company's Common Stock may be Subject to the Penny Stock Rules

         Since  the  Company's  common  stock  is not  listed  on  any  national
securities  exchange  or the  Nasdaq  Stock  Market  and the  price at which the
Company expects the common stock to be quoted for the foreseeable  future may be
below $5.00,  it is possible that resales of the Company's  common stock will be
subject  to the  requirements  of the penny  stock  rules.  The  Securities  and
Exchange Commission has adopted rules that regulate  broker-dealer  practices in
connection  with  transactions  in "Penny  Stocks".  Penny Stocks  generally are
equity  securities with a price of less than $5.00 (other than securities listed
on certain national securities  exchanges or quoted on the Nasdaq Stock Market).
The Penny Stock rules require a  broker-dealer  to deliver a  standardized  risk
disclosure  document  prepared by the  Commission,  to provide the customer with
current bid and offer  quotations for the Penny Stock.  The  compensation of the
broker-dealer  and its  sales  person in the  transaction  and  monthly  account
statements  showing the market value of each Penny Stock held in the  customer's
account,  to make a  special  written  determination  of the  Penny  Stock  is a
suitable  investment  for the purchaser and to receive the  purchaser's  written
agreement to the transaction.  These disclosure requirements may have the effect
of reducing the level of trading activity in the market. As the Company's common
stock will likely be subject to the Penny  Stock  rules,  investors  may find it
more difficult to sell the Company's common stock.



                                       13
<PAGE>

         4.   Potential Adverse Effect of Issuance of Preferred Stock

         The Company's Certificate of Incorporation allows the issuance of up to
10,000,000  shares of preferred stock without further  shareholder  approval and
upon such terms and conditions and with such rights, preferences, privileges and
restrictions as the Board of Directors may determine.  The rights of the holders
of common stock will be subject to and may be  adversely  affected by the rights
of holders of any preferred stock that may be issued in the future.

         5.   Recent Issuance of Common Stock at Below Market Prices

         In December 2001 the Company agreed to issue up to 5,000,000  shares of
common stock in an offering to be  conducted  outside the United  States.  As of
March 15, 2002 an aggregate of 2,995,708  shares of common stock had been issued
and the Company had received  net proceeds of $749,900 or $.25 per share.  As of
March 15, 2002 the bid price for the  Company's  common stock was  approximately
$.65 per share.


ITEM 2.  DESCRIPTION OF PROPERTY

         The Company leases its offices from a  non-affiliated  party under an
agreement expiring in April 2004 at a rental of $900 per month.


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  except as
follows.  On April 4, 2002, Gary M. De Laurentiis,  the President of the Company
received a letter  addressed to  "International  Technology LLC" from counsel to
Glenwood  Marketing   Association   ("GMA")  claiming  that  there  are  various
agreements and arrangements  between GMA and ITec and that certain issues remain
outstanding  in connection  with those  agreements and  arrangements.  Counsel's
letter  included  among other such items a $1,100,000  loan with interest due to
GMA,  approximately  $124,324 interest due to GMA in connection with the loan, a
life insurance  policy on Mr. De Laurentiis with GMA as beneficiary to cover the
purported $1,100,000 loan the repayment of approximately  $320,000 in consulting
fees  allegedly  due  to  GMA  by  ITec,  the  failure  of  ITec  to  have a GMA
representative  appointed  to its Board of  Directors  and the release of GMA in
connection with a promissory note to Lawrence Schmelzer, the former President of
the  Company.  Mr.  De  Laurentiis  has  requested  counsel  to the  Company  to
investigate  this matter and to report to the Board  concerning the  contentions
contained in such letter.


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, 2001.




                                       14
<PAGE>
                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         (a) MARKET INFORMATION.  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 Electronic  Bulletin Board ("OTCBB") under the symbol BEAH.  There is no
assurance  that the  OTCBB  can or will  provide  sufficient  liquidity  for the
purchase and sale of the Company's common stock.

                  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 NASD. 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, 2001                  $  .60         $ .16
             September 30, 2001                 $1.39          $ .28
             June 30, 2001                      $2.05          $ .16
             March 31, 2001                     $1.25          $ .19

             December 31, 2000                  $1.625         $ .75
             September 30, 2000                 $2.75          $ .625
             June 30, 2000                      $ .60          $ .50
             March 31, 2000                     $ .75          $ .50

         (b) APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK. The number of record
holders of the Company's common stock at March 15, 2002, was approximately  464.
This  does not  include  shareholders  who  hold  stock  in  their  accounts  at
broker/dealers or at clearing houses.

         (c)  DIVIDENDS.  No dividends have been declared or paid by the Company
since inception.

         (d) 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 15,  2002 an
aggregate of  2,995,708 shares had been purchased under the Agreement by foreign
designees of Starz and the Company had received net proceeds of $749,900 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.
                                       15
<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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,  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 worldwide oil and agricultural  chemical container  recycling equipment and
related systems.  ITec's initial  marketing of the technology is concentrated in
California and Italy.

         ITec licenses environmental  technology using a carbon dioxide cleaning
process from Honeywell  International,  Inc. This new environmental  technology,
the System,  is believed by  management to be the only  pollution  reduction 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   process,   the  Company  can  focus  on
environmental  protection and environmental safety by creating no chemical waste
disposal in the oil recycling and plastic recycling process.

         As of December  31, 2001 the  Company  had no revenue,  a  stockholders
deficit of  $2,499,960,  an  accumulated  deficit of  $3,803,028,  and a working
capital deficit of $537,379.

         The Company  during second  quarter 2002 expects to complete the permit
process and final requirements for a 10 year lease of a 40,000 + sq ft. building
with rail siding for  operations  and  processing in  California.  By mid second
quarter 2002 two pilot Systems are expected to be installed at this location for
testing  and  evaluation.  By 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 plastic flake.

         Contracts  are in place for all needed raw  product  and the Company is
seeking additional sources of product for future growth. The Company is in final
negotiations on a contract to sell all plastic flake.

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 anticipates that these 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 through calendar year 2002 and thereafter.

         One System is  scheduled  for  delivery in North  America in the fourth
quarter of 2002.


                                       16
<PAGE>

         Orders for six  Systems to be  delivered  in Italy were  signed in late
first  quarter of 2002 and 10  additional  Systems  for  delivery  in the second
quarter of 2002.  Financing for all Systems will be secured through  IG-Sviluppo
Italia s.p.a. the Treasury Agency of Italy.

         There  are  pending orders for 11 mobile/portable Systems for  delivery
during third quarter 2002.

         The Company entered into a  manufacturing/licensing  agreement in third
quarter 2001 with a U.S. based equipment  manufacturer  capable of producing the
System on time and on budget. This manufacturer also has a facility in the Czech
Republic capable of producing all European Systems.  This will allow the Company
to assure that all Systems  will be of the same  specifications,  standards  and
quality,  resulting in reduced  costs per System with the highest  quality.  The
arrangement with an Italian manufacturer was cancelled in fourth quarter 2001.

The Company has entered into  negotiations with certain vendors and note holders
who are due approximately $850,000 and has offered equity securities in payment.
The Company  expects a majority  of the  vendors  and  holders to convert  their
claims  to  equity  securities  in the  second  quarter  of  2002.  However,  no
assurances can be given in this regard.

         The  Company has engaged  consultants  to assist in raising  additional
equity for debt reduction and working capital needs. During the first and second
quarter  2002 the Company  expects to issue an  additional  3,000,000  shares of
common stock in conjunction with its efforts to raise capital.

         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.


ITEM 7.  FINANCIAL STATEMENTS

         The  financial  statements  are set  forth on pages  F-1  through  F-17
hereto.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING OR
         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.

         As of February 5, 2002 Schumacher & Associates,  Inc. Certified  Public
Accountants,  ("Schumacher")  ceased  to be the  independent  auditors  for  the


                                       17
<PAGE>

Company.  Such firm's reports on the financial statements of the Company for the
past two years did not contain an adverse opinion or a disclaimer of opinion nor
were such  reports  qualified  or  modified  as to  uncertainty,  audit scope or
accounting principals. The decision to change accountants was recommended by the
Board of  Directors  of the Company  (the Company not having an audit or similar
committee) and was made solely  because of the Board's  decision to relocate the
principal operations of the Company to California.

         During the  Company's two most recent fiscal years and through the date
of  termination  there were no  disagreements  with  Schumacher on any matter of
accounting  principals or practices,  financial statement disclosure or auditing
scope or procedure, which disagreements,  if not resolved to the satisfaction of
Schumacher would have caused  Schumacher to make reference to the subject matter
of such disagreements in connection with its reports.

         During  the  Company's  two most  recent  fiscal  years and  subsequent
thereto the Company was not advised by Schumacher of any matters  required to be
disclosed under this item.

         On  February  5,  2002 the  Company  engaged  Henry  Schiffer,  C.P.A.,
Accounting  Corporation  ("Schiffer")  to audit the financial  statements of the
Company for the year ended  December 31, 2001.  At no time prior thereto had the
Company consulted Schiffer regarding any accounting matters.


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         (a) The Directors and Executive  Officers of the Company through May 3,
2001 were as follows:

              NAME                    AGE            POSITION
              ----                    ---            --------
       Lawrence C. Schmelzer           65            President and Director

       Timothy J. Brasel               43            Director

       Susan Schmelzer                 38            Director

         LAWRENCE C. SCHMELZER served as President and a Director of the Company
from June 30, 1998 until May 3, 2001. He formerly  served as the Chairman of 1st
Cleveland  Securities  and  Chairman of Quincy  Savings  and Loan Bank.  He is a
graduate  of the  Wharton  School of Finance.  Mr.  Schmelzer  also is a private
investor.

         TIMOTHY J. BRASEL  served as a Director  from  December 31, 1995 and as
President from December 31, 1995 until June 30, 1998.  From December 31, 1993 to
December 24, 1989  (inception) to June 5, 1992 he served as a Director.  He also
serves as a director of eight  corporations which were formed for the purpose of
acquiring or merging with a privately-held company.

         SUSAN  SCHMELZER  served as a Director  from  August  1999 until May 3,
2001. She is general manager of Travelworld,  a travel agency in Shaker Heights,
Ohio.

                                       18
<PAGE>

         (b) The Pursuant to the Share  Exchange  Agreement of May 4, 2001,  the
officers and directors of the Company  resigned their  respective  positions and
the following persons assumed their positions set forth below.

              NAME                    AGE            POSITION
              ----                    ---            --------
       Gary M. De Laurentiis          56             President and Director

       Andrea G. Videtta              44             Vice President Foreign
                                                      Operations and Director

       Lisa Ann Marie Fitzpatrick     35             Vice President Sales and
                                                      Director

         Gary De Laurentiis has  substantial  business  management and operating
experience in the plastics recycling industry. He previously served as President
of Fixcor  Industries  International  and its  wholly-owned  subsidiary,  Pallet
Technology.  In  this  role  he  supervised  the  construction  of  and  managed
operations of plastic recycling and pallet manufacturing  operations in Ohio and
Florida.  Mr. De  Laurentiis'  background  includes the  founding and  executive
management of  manufacturing  companies  engaged in  electronics,  recycling and
plastics molding.  He has supervised the construction of two recycling plants in
China and one plant in Mexico, all funded through government grants.

         Andrea G. Videtta is currently  the Director of the Center for Economic
and Territorial  Modification  ("CESMET") in Naples,  Italy. CESMET is a private
company  working  with  government  and  industry  in  city  planning,  economic
development  and  environmental  protection.  Over  the  past 10  years,  he has
completed  many  management  and  research  assignments  focused on the regional
development of Southern Italy. Mr. Videtta has also published books and articles
on regional  economic  development.  He holds a Degree in Architecture  from the
University of Naples and is fluent in Italian and English.

       Lisa Ann Marie Fitzpatrick, Vice President and Director - Ms. Fitzpatrick
is the former project manager for Fixcor Recovery  Systems where she managed the
program of seeking and  administering  government  grants.  In addition  she has
served as the  Administrative  Manager of Pallet Technology where she supervised
customer service, order-entry and inventory control.

         (c) Compliance with Section 16(a) of the Exchange Act.

                  Section  16(a) of the  Securities  Exchange  Act of  1934,  as
amended,  requires the Company's officers and directors and persons who own more
than  10% of a  registered  class of the  Company's  equity  securities  to file
reports of  ownership on Form 3 and changes in ownership on Form 4 or 5 with the
Securities and Exchange Commission (the "SEC"). Such officers, directors and 10%
shareholders  are also  required  by SEC rules to  furnish to the  Company  with
copies of all Section 16(a) reports they file.

                  Based  solely  on its  review of the  Company's  files and its
review of the EDGAR filing system  maintained  by the SEC, the Company  believes
that  during the fiscal  year ended  December  31,  2001  certain  16(a)  filing
requirements applicable to its officers, directors and 10% shareholders were not
complied   with.   The  Company   has  failed  to  receive   copies  or  written
representations  from  Lawrence  C.  Schmelzer,  Timothy  J.  Brasel  and  Susan
Schmelzer,  officers and directors of the Company prior to May 3, 2001 regarding


                                       19
<PAGE>

timely  filing of Forms 3, 4 and 5. The Company has failed to receive  copies of
written  representations  from the following  persons regarding filing of timely
Forms 3: Gary M. De Laurentiis, an officer, director and 10% shareholder; Andrea
Videtta and Lisa Ann Marie  Fitzpatrick,  officers and  directors;  and Glenwood
Marketing  Association,  a 10% shareholder  during the fiscal year.  Messrs.  De
Laurentiis and Videtta and Ms. Fitzpatrick filed Forms 5 in April 2002.


ITEM 10. EXECUTIVE COMPENSATION

         The Company has no employment agreements with its officers.  During the
fiscal year ended  December 31, 2001,  Gary M. De  Laurentiis  was paid $90,000.
Andrea G. Videtta was paid $30,000 and Lisa A.  Fitzpatrick was paid $0.00.  The
officers  and  directors  of the Company are  reimbursed  for  expenses  paid or
incurred by them on behalf of 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

         The Company has 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
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 of the exercise price
cannot be less than market  value of the common stock on the date of 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 the Plan.

         On May 28, 2001 the Company  adopted the Beechport  Capital Corp.  2001
Stock Plan (the "2001 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 of and consultants and advisors to the Company. The purpose
of the  2001  Plan is to  promote  the  best  interest  of the  Company  and its
stockholders by providing a means of non-cash  remuneration to selected eligible
participants.  The shares  covered  under the 2001 Plan have been  registered on
Form S-8 under the Act.  Between  June and  August  2001 the  Company  issued an
aggregate  of  842,000  registered  shares  under the 2001 Plan to 6 persons  as
compensation  for  services.  On September  12, 2001 the 2001 Plan ws amended to
increase the issuance to 2,100,000 shares.






                                       20
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets  forth,  as of March  15,  2001  the  stock
ownership of each person known by the Company to be the  beneficial  owner of 5%
or more of the  Company's  common  stock,  each  director  individually  and all
directors  and  officers  of the  Company  as a group  based upon a total of 15,
694,784 outstanding shares as of such date.

  Name and Address                     Amount and Nature of         Percentage
of Beneficial Owner                     Beneficial Owner            of Class
-------------------                    --------------------         ----------
Gary M. De Laurentiis                      2,354,803 (1)              15.0%
14699 Holman Mountain Road
Jamestown, California  95327

Andrea G. Videtta                            592,027                   3.8%
Vico Lungo Trinita degli Spagnoli 18a
80134 Napoli, Italy

Lisa Ann Marie Fitzpatrick                   465,639 (1)               3.0%
12933 150th Court North
Jupiter, Florida  33478

Lawrence C. Schmelzer                        985,500                  6.28%
21302 South Woodland Road
Shaker Heights, Ohio  44122

Glenwood Marketing Association               830,199 (2)               5.3%
135 Glenwood Road
Glenwood Landing, New York  11542

All Directors and Officers                 3,412,469                  21.7%
as a Group (3 persons)

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

(1) Mr. De Laurentiis is the father of Ms. Fitzpatrick and disclaims  beneficial
ownership of all shares held by her.

(2) Includes  338,000 shares held of record
by  Glenwood  Marketing  Association,  167,000  shares held of record by Therese
Zangara and 325,199 shares held of record by BHI Group, all at the same address.
Management  believes that Frank Zangara,  the husband of Therese Zangara,  is an
affiliate of Glenwood Marketing Association.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Pursuant to an  agreement  effective  April 25, 2000  between  ITec and
Glenwood Marketing Association,  Inc. ("GMA") (the "GMA Agreement"),  GMA made a
loan to the Company of $1,100,000.  From the $1,100,000  loan ITec agreed to pay
$200,000 of fees to GMA.  The loan bears  interest at 10% per annum,  payable in
monthly interest only payments for 36 months.  ITec agreed to amend its Articles
of Incorporation to allow the issuance of preemptive and preferential  rights to


                                       21
<PAGE>

GMA to purchase shares pursuant to approval of the Board of Directors. ITec also
agrees to  promulgate a  resolution  of the Board to convey to GMA 20% of ITec's
issued and outstanding common stock and to vest GMA with preferential  rights to
acquire  additional shares at no cost to GMA when additional shares were issued,
so as to  maintain  GMA's  stock  ownership  position  at 20% of the  issued and
outstanding common stock of ITec. Pursuant to the GMA Agreement,  GMA's interest
shall not be diluted except that this provision  shall not apply if ITec's stock
becomes  publicly  traded.  ITec  further  agreed to pay GMA a $20,000 per month
consulting  fee for a period of 24 months to allow GMA to appoint  one member of
ITec's Board of Directors and to grant GMA the right of first refusal on leasing
of all  machines  build by the  manufacturer  of the  equipment  related  to the
License  Agreement.  According  to the terms of the GMA  Agreement,  ITec was to
become  publicly traded within 12 months of the loan agreement at which time all
the  officers  and  directors  of ITec would agree to a two year lockup of their
stock.  GMA agreed to convert the loan to preferred  stock upon ITec  becoming a
public  company.  The preferred  stock was to contain  provisions for redemption
suitable  to both  parties.  ITec  also  agreed  that at least  two of the Board
members  would  approve  verbally  expenditures  of more  than  $5,000.  The GMA
Agreement  also  contains a covenant to indemnify  GMA with respect to losses it
may incur in connection with the conduct of its business with ITec.

         On July 5, 2000, ITec's Board of Directors approved and authorized ITec
to loan up to $250,000 to Gary M. De Laurentiis, President and a director of the
Company. The loan is unsecured,  with interest only payable for 10 years and the
total principal due at the end of that period. As of December 31, 2001 principal
in the amount of $236,973 had been advanced by the Company and interesthad  been
waived.


ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(1)       Exhibits:

       Exhibit
        Number                          Description
       -------                          -----------
         2.1      Share Exchange Agreement dated May 4, 2001 by and between the
                  Company and Itec International Technologies, Inc.
                  (Incorporated by reference to Exhibit 2.1 of the Registrant's
                  Current Report on Form 8-K dated May 29, 2001 and filed May
                  29, 2001.)

         3.1      Articles of Incorporation (Incorporated by reference to
                  Registrant's Form S-18 Registration Statement, File
                  No. 33-31067.)

         3.2      Bylaws (Incorporated by reference to Registrant's Form S-18
                  Registration Statement, File No. 33-31067)

         10.1     Beechport Capital Corp. 2001 Stock Plan dated May 28, 2001
                  (Incorporated by reference to Registrant's Form S-8
                  Registration Statement, File No. 333-62520.)

         10.2     Regulation S Stock Purchase Agreement dated December 20,
                  2001 *

         23.2     Consent of Henry Schiffer, CPA *

          * Previously filed

                                       22
<PAGE>


(2)       Financial Statements filed herein

          Accountant's Report                                              F-2

          Financial Statements

            Balance Sheets -Assets,                                        F-3
              Liabilities and Stockholders' Equity                         F-4

            Statements of Operations           `                           F-5

            Statements of Stockholders' Equity                             F-6

            Statements of Cash Flows                                       F-7

            Notes to Consolidated Financial Statements                     F-8

(3)       Reports on Form 8-K

          No reports were filed during the quarter ended December 31, 2001.









                                       23
<PAGE>


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934, the Registrant caused this Report as amended to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                            BEECHPORT CAPITAL CORP.
                                            (Registrant)
Amendment No. 2
Dated: May 29, 2002                         By: /s/ Gary M. De Laurentiis
                                                -------------------------
                                                By: Gary M. De Laurentiis
                                                    President


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report as  amended  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/ Gary M. De Laurentiis        President, Treasurer      May 29, 2002
-------------------------         (Principal Financial
Gary M. De Laurentiis             and Accounting Officer)
                                  and Director


/s/ Andrea G. Videtta            Director                  May 29, 2002
-------------------------
Andrea G. Videtta


/s/ Lisa Ann Marie Fitzpatrick   Director                  May 29, 2002
------------------------------
Lisa Ann Marie Fitzpatrick



                                       24



<PAGE>





                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
        -----------------------------------------------------------------
                          (a Development-Stage Company)


                              FINANCIAL STATEMENTS

                      DECEMBER 31, 2001 & DECEMBER 31, 2000



                                                                        Page
                                                                        ----
  Accountant's Report (Henry Schiffer, CPA)                             F-2a
  Accountant's Report (Schumacher & Associates, Inc.)                   F-2b
  Accountant's Report (Schumacher & Associates, Inc.)                   F-2c

  Financial Statements

         Balance Sheets -Assets,                                        F-3
           Liabilities and Stockholders' Equity                         F-4

         Statements of Operations           `                           F-5

         Statements of Stockholders' Equity                             F-6

         Statements of Cash Flows                                       F-7

         Notes to Consolidated Financial Statements                     F-8












                                      F-1
<PAGE>






                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT






To The Board of Directors and Stockholders
Beechport Capital Corp. and Subsidiary


I have audited the accompanying consolidated balance sheet of Beechport Capital
Corp. and Subsidiary (a Development-Stage Company) at December 31, 2001 and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. My responsibility is to express an opinion on these
financial statements based on my audit. I did not audit the financial statements
of Beechport Capital Corp. and Subsidiary (a Development-Stage Company) at
December 31, 2000. Those statements were audited by another auditor whose report
has been furnished to me and who has consented to its use.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that that I plan and perform the audit 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 principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. I believe my audit
provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material aspects, the financial position of Beechport Capital Corp. and
Subsidiary at the date listed above, and the results of its operations,
stockholders' equity and cash flows for the year then ended, in conformity with
generally accepted accounting principles.



/s/ Henry Schiffer, C.P.A.
--------------------------
Henry Schiffer, C. P. A.
Beverly Hills, California
April 19, 2002



                                      F-2a
<PAGE>



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors
Beechport Capital Corp.
(A Development Stage Company)

We have audited the  accompanying  balance  sheet of Beechport  Capital Corp. (A
Development   Stage   Company)  and  the  related   statements  of   operations,
stockholders'  (deficit)  and cash flows for the year ended  December  31, 2000.
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 audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United State of America. Those standards require that we plan and perform
the audit 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 audit 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. (A
Development  Stage  Company) and the results of its  operations,  changes in its
stockholders' (deficit) and its cash flows for the year ended December 31, 2000,
in conformity with accounting principles generally accepted in the United States
of America.

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



/s/ Schumacher & Associates, Inc.
---------------------------------
Schumacher & Associates, Inc.
Certified Public Accountants
2525 Fifteenth Street, Suite 3H
Denver, Colorado 80211

March 15, 2001


                                      F-2b
<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors
ITEC International Technologies, Inc.
(A Development Stage Company)

We  have  audited  the   accompanying   balance  sheet  of  ITEC   International
Technologies,  Inc. (A Development  Stage Company) as December 31, 2000, and the
related  statements of operations,  stockholders'  (deficit) and cash flows from
March 28, 2000 (date of inception)  through  December 31, 2000.  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 audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  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  audit  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  ITEC   International
Technologies,  Inc.  (A  Development  Stage  Company)  and  the  results  of its
operations,  changes in its  stockholders'  (deficit) and its cash flows for the
period from March 28, 2000 (date of  inception)  through  December 31, 2000,  in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the  Company has a net  capital  deficiency  that raises
substantial  doubt  about  its  ability  to  continue  as a going  concern.  The
financial  statements  do not include any  adjustments  that may result from the
outcome of this uncertainty.


/s/ Schumacher & Associates, Inc.
---------------------------------
Schumacher & Associates, Inc.
Certified Public Accountants
2525 Fifteenth Street, Suite 3H
Denver, CO 80211

April 3, 2001


                                      F-2c
<PAGE>


<TABLE>
<CAPTION>
                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS


                                                      DECEMBER 31,        DECEMBER 31,
                                                         2001                 2000
                                                    ---------------      --------------
                              Assets
  <S>                                               <C>                  <C>
  Current Assets
      Cash and cash equivalents                     $        4,253       $     284,077
      Accounts Receivable                                   36,951              65,505
      Note Receivable, officer net of allowance for
        Doubtful accounts of $168,815                       68,158                   -
                                                    ---------------      --------------
                Total current assets                       109,362             349,582
                                                    ---------------      --------------
  Fixed Assets
      Furniture and equipment net of
      Depreciation of $3,321                                11,959                    -
                                                    ---------------      --------------
                Total fixed assets                          11,959                    -
                                                    ---------------      --------------
  Other Assets
      License Fee                                           63,000              33,333

      Other-(Misc.)                                          7,565              15,000
                                                    ---------------      --------------
                Total other assets                          70,565              48,333
                                                    ---------------      --------------

                Total Assets                        $      191,886       $     397,915
                                                    ===============      ==============
</TABLE>










See accompanying notes to financial statements


                                      F-3


<PAGE>


<TABLE>
<CAPTION>
                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS, Continued


                                                      DECEMBER 31,        DECEMBER 31,
                                                         2001                 2000
                                                    ---------------      --------------

                      Liabilities & Stockholders' (Deficit)
  <S>                                               <C>                  <C>
  Current Liabilities
      Accounts Payable                              $      524,120       $     443,476
      Accrued Liabilities                                  122,621              58,073
                                                    ---------------      --------------
                Total Current Liabilities                  646,741             501,549
                                                    ---------------      --------------
  Other Liabilities
      Note Payable G M A                                 1,100,000           1,100,000
      Note Payable-Italian Investors                       815,230                   -
      Deferred Revenue                                     129,875                   -
      Other                                                      -               5,027
                                                    ---------------      --------------
                Total Other Liabilities                  2,045,105           1,105,027
                                                    ---------------      --------------

                Total Liabilities                        2,691,846           1,606,576
                                                    ---------------      --------------

  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,
        6,651,987 shares issued and outstanding
        at 12/31/00, 12,092,000 shares issued
        and outstanding at 12/31/01                        212,608               1,000
      Paid In Capital Reg S Offering                     1,090,460                   -
      (Deficit) accumulated during
         Development stage                              (3,803,028)         (1,209,661)
                                                    ---------------      --------------

                Total Stockholders' Deficit             (2,499,960)         (1,208,661)
                                                    ---------------      --------------

                Total Liabilities & Stockholders'
                  Deficit                           $     191,886        $     397,915
                                                    ===============      ==============

</TABLE>

See accompanying notes to financial statements

                                      F-4

<PAGE>



                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                            AND COMPREHENSIVE INCOME



                                                    12 Months Ended
                                          ----------------------------------
                                           December 31,         December 31,
                                               2001                 2000
                                          --------------       --------------

Revenues                                  $           -        $           -
Interest Income                                   1,322                    -
                                          --------------       --------------

        Total Income                              1,322                    -
                                          --------------       --------------
Operating Expenses
    Consulting Fees                           1,416,704              120,000
    Payroll                                     268,867              281,648
    Italian Expenses                            192,387                    -
    Professional Fees                            98,859               61,917
    Research and Development                     60,000               39,000
    Travel                                       77,494                    -
    Engineering                                  53,569              220,560
    Telephone                                    31,816                    -
    Insurance                                    27,451                    -
    Rent                                         21,939               10,153
    Other-(Misc.)                                60,379               68,016
    Interest Expense                             74,982               39,552
    Debt Placement Cost                               -              200,000
    Currency Conversion Net Loss                  5,954                    -
    Allowance for doubtful account                    -              168,815
                                          --------------       --------------

        Total Operating Expenses              2,390,401            1,209,661
                                          --------------       --------------


         Total Net Income (Loss)          $  (2,389,079)       $  (1,209,661)
                                          ==============       ==============




See accompanying notes to financial statements


                                      F-5


<PAGE>



<TABLE>
<CAPTION>
                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                     FOR THE PERIOD ENDED DECEMBER 31, 2001


                                           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)
                                       ==========     ========    ==========    ===========    ============
</TABLE>












See accompanying notes to financial statements

                                      F-6


<PAGE>



                      BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                             STATEMENTS OF CASH FLOWS


                                                         12 Months Ended
                                                  -----------------------------
                                                  December 31,    December 31,
                                                      2001            2000
                                                  ------------    -------------

Cash Flows From Operating Activities
    Net Income (Loss)                             $ (2,389,079)   $  (1,209,661)
        Adjustments to reconcile net income                  -          231,915
        (loss) to net cash (used in)
        provided by operating activities:
        (Increase) in other assets                   1,060,236         (113,838)
                                                  ------------    -------------

    Net cash (used in) provided by operating
       activities                                   (1,328,843)      (1,091,584)
                                                  ------------    -------------

Cash Flows From Investing Activities
    Net cash used in investing activities              (48,761)               -
                                                  ------------    -------------

Cash Flows From Financing Activities

        Issuance of common stock                                          1,000
        Proceeds from note payable                                    1,374,661
        Capital raised                               2,197,780                -
        Note payable GMA                            (1,100,000)               -
                                                 --------------   --------------

    Net cash (used in) provided by financing
       activities                                    1,097,780        1,375,661
                                                  ------------    -------------

    Net increase in cash                                     -          284,077

    Net decrease in cash                              (279,824)               -

    Cash, beginning of period                          284,077                -
                                                  ------------    -------------

    Cash, end of period                           $      4,253    $     284,077
                                                  ============    =============

    Interest paid                                 $          -    $      39,552
                                                  ============    =============

See accompanying notes to financial statements

                                      F-7
<PAGE>


                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                          (a Development-Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 1 - Summary of Significant Accounting Policies:

     This summary of significant  accounting policies of Beechport Capital Corp.
     and  Subsidiary  is  presented  to assist in  understanding  the  Company's
     financial statements  and is stated in United States dollars. 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 in the United States of
     America  and have  been  consistently  applied  in the  preparation  of the
     financial statements.

     (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 of 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)  Per Share Information
          ---------------------

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

     (c)  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.

                                       F-8
<PAGE>
                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                          (a Development-Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 1 - Summary of Significant Accounting Policies, Continued:

     (d)  Revenue and Expense Recognition
          -------------------------------

          As of  December  31,  2001,  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.

     (e)  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
          December  31,  2001,  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  December  31,  2000,
          approximately  $200,000  of the cash was  deposited  in  foreign  bank
          accounts  not covered by F.D.I.C.  insurance.  See note 3. At December
          31,  2001  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.

     (f)  Cash Equivalents
          ----------------

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

     (g)  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 the year  2000 is for a  receivable  from an  officer  stockholder
          without adequate collateral.

     (h)  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.
                                      F-9
<PAGE>

                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                          (a Development-Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 1 - Summary of Significant Accounting Policies, Continued:

     (i)  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. See Note 12 for Subsequent Event.


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.

                                      F-10
<PAGE>

                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                          (a Development-Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 3 - Common Stock, Continued

          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  $443,500  at  December  31,  2000 and
          $815,230  at December  31,  2001 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.

          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.

                                      F-11

<PAGE>

                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                          (a Development-Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 3 - Common Stock, Continued

          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.


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.

                                      F-12
<PAGE>

                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                          (a Development-Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 4 - Notes Payable, Continued

          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.


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                       $     10,800
                            2003                             10,800
                            2004                              3,600
                                                       ------------
                            Total                      $     25,200
                                                       ============





                                      F-13
<PAGE>

                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                          (a Development-Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

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 December  31, 2001  $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 June 31, 2001,  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.

          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.



                                      F-14
<PAGE>

                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                          (a Development-Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 6 -  Technology License, Continued

          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
          December 31, 2001,  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 December  31,  2001  $13,000 had been paid with the
          remainder to be billed when services are performed.


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 December 31, 2001, 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.

                                      F-15
<PAGE>

                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                          (a Development-Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

Note 7 -  Exclusive Supply Contract, Continued

          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.


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 December 31, 2000, $168,815 was
          advanced on the loan and on December 31, 2001,  $236,973.  On April 5,
          2001 the  company  advanced  Intermode  (an  Italian  Co.)  $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 December 31, 2001.


                                      F-16
<PAGE>

                     BEECHPORT CAPITAL CORP. AND SUBSIDIARY
                          (a Development-Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

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.


Note 12 - Subsequent Event

          Recent Sales of Unregistered Securities
          ---------------------------------------

          Pursuant  to a  Regulation  S Stock  Purchase  Agreement  dated  as of
          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 purchase
          order was received by the  Company.  As of March 15, 2002 an aggregate
          of 2,995,708 shares had been purchased  under the Agreement by foreign
          designees  of Starz and the Company  received net proceeds of $749,900
          or $0.25 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  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
          the Starz made  other  representations  and  entered  into  agreements
          consistent with the provisions of Regulation S.


                                      F-17