<PAGE>

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

                                FORM 10-KSB

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

                 For the Fiscal Year ended: December 31, 1998

                        Commission File No. 33-31067


                           BEECHPORT CAPITAL CORP.
      -----------------------------------------------------------------
      (Exact Name of Small Business Issuer as Specified in its Charter)


           COLORADO                                       84-1137359
-------------------------------                    ------------------------
(State or Other Jurisdiction of                    (I.R.S. Employer Identi-
Incorporation or Organization)                         fication Number)
 
                  750 Prospect Avenue, Cleveland, Ohio  44115
         -----------------------------------------------------------
         (Address of Principal Executive Offices, Including Zip Code)

Issuer's Telephone Number, Including Area Code:  (216) 781-5700

Securities Registered Pursuant to Section 12(b) of the Act:  None.

Securities Registered Pursuant to Section 12(g) of the Act:

                          COMMON STOCK, NO PAR VALUE
                          --------------------------
                               (Title of Class)


Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes [X]   No [ ]

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is not contained in this Form, and no disclosure will be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

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

As of May 1, 1999, 2,480,000 shares of common stock were outstanding, and the
aggregate market value of the shares held by non-affiliates was approximately
$906,000.

Documents incorporated by reference:  NONE.

Transitional Small Business Disclosure Format (check one):  Yes __   No X

<PAGE>

<PAGE>
                                    PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

GENERAL

     Beechport Capital Corp. (the "Company") was incorporated under the laws
of  the State of Colorado on January 24, 1989 under the name Coalmont, Inc.
The name of the Company was changed to MCC Holdings, Inc. on August 14, 1992,
and changed again to Beechport Capital Corp. on January 10, 1996.  The Company
was originally formed for the primary purpose of seeking out acquisitions of
properties, businesses or merger candidates, without limitation as to the
nature of the business operations or geographic area of the acquisition
candidate.  From inception through the date of completion of its initial
public offering of securities, the Company's activities were directed toward
the acquisition of operating capital.

     The Company sold 10,000 Units (each "Unit" consisting of common stock and
Class A and Class B Warrants) at $10.00 per Unit, for net proceeds of $50,054
in a public offering which closed on March 20, 1991.  The Class A and B
Warrants 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 100% of the outstanding common stock of a leasing company,
to which it also loaned $50,000.  During the period from June 6, 1992 to
December 31, 1993 the Company was under the management of the leasing company
officers, which expended all of the cash of the Company and failed to file the
required periodic reports with the Securities and Exchange Commission.

     On December 31, 1993, pursuant to a mutual unwinding agreement, the
6,500,000 shares of common stock were returned and canceled.  The $50,000 loan
repayment was written-off, resulting in a bad debt to the Company and the
stock of the leasing company was returned to its original officers and
directors.

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

     Since the Company does not have any cash, it must locate a potential
acquisition or merger candidate that is only interested in the liquidity of a
public company.

     Effective June 30, 1998 the Company issued 800,000 shares of its Common
Stock for 100% 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 as President of the Company.

     The Company's offices are located at 750 Prospect Avenue, Cleveland, Ohio
44115, and its telephone number is (216) 781-5700.

DESCRIPTION OF BUSINESS

     The Company believes it has insufficient capital with which to finance
cash acquisitions of other business entities.  Accordingly, the Company will


                                       2
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<PAGE>
be incapable of acquiring the assets or business of other entities except in
those instances where the Company exchanges its common stock with stock held
by the target company and/or the target company's shareholders.  Another
possibility, although less likely, is that the Company may give its common
stock to a target in exchange for the target's assets.  Management expects
that an exchange of the Company's common stock in a merger or acquisition, if
ever, would require the Company to issue a substantial number of shares of its
common stock.  Accordingly, the percentage of common stock held by the
Company's then-shareholders would be reduced as a result of the increased
number of shares of common stock issued and outstanding following any such
merger or acquisition.

     The Company expects to continue to concentrate primarily on the
identification and evaluation of prospective merger or acquisition "target"
entities including private companies, partnerships or sole proprietorships.
The Company does not intend to act as a general or limited partner in
connection with partnerships it may merge with or acquire.  Management has not
identified any particular area of interest within which the Company will
continue its efforts.

     Management contemplates that the Company will seek to merge with or
acquire a target company with either assets or earnings, or both, and that
preliminary evaluations undertaken by the Company will assist in identifying
possible target companies.  The Company has not established a specific level
of earnings or assets below which the Company would not consider a merger or
acquisition with a target company.  Moreover, management may identify a target
company which is generating losses which it will seek to acquire or merge with
the Company.  The merger with or acquisition of a target company which is
generating losses or which has negative shareholders' equity may have a
material adverse affect on the price of the Company's common stock.  There is
no assurance, if the Company acquires a target company with assets or
earnings, or both, that the price of the Company's common stock will increase.

PLAN OF ACQUISITION

     The Company will follow a systematic approach to identify its most
suitable acquisition candidates.

     First, management will continue to concentrate on identifying any number
of preliminary prospects which may be brought to the attention of management
through present associations or by virtue of the very limited advertising
campaign the Company will conduct.  Management will then apply certain of its
broad criteria to the preliminary prospects.  Essentially, this will entail a
determination by management as to whether or not the prospects are in an
industry which appears promising and whether or not the prospects themselves
have potential within their own industries.  During this initial screening
process, management will ask and receive answers to questions framed to
provide appropriate threshold information, depending upon the nature of the
prospect's business.  Such evaluation is not expected to be an in-depth
analysis of the target company's operations although it will encompass to look
at most, if not all, of the same areas to be examined once one or more target
companies are selected for an in-depth review.  For instance, at this stage
management may look at a prospect's unaudited balance sheet.  Once a prospect
is selected for an in-depth review, management will review the prospect's
audited financial statements.  Nevertheless, management anticipates this
evaluation will provide a broad overview of the business of the target company
and should allow a large percentage of preliminary prospects to be eliminated
from further consideration.



                                       3
<PAGE>


<PAGE>
     Management expects to enter into further negotiations with target company
management following successful conclusion of financial and evaluation
studies.  Negotiations with target company management will be expected to
focus on the percentage of the Company which target company shareholders would
acquire in exchange for their shareholdings in the target company.  Depending
upon, among other things, the target company's assets and liabilities, the
Company's shareholders will in all likelihood hold a lesser percentage
ownership interest in the Company following any merger or acquisition.  The
percentage ownership may be subject to significant reduction in the event the
Company acquires a target company with substantial assets.  Any merger or
acquisition effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's
then-shareholders.

     The final stage of any merger or acquisition to be effected by the
Company will require the Company to retain the services of its counsel and a
qualified accounting firm in order to properly effect the merger or
acquisition.  The Company may be expected to incur significant legal fees and
accounting costs during the final stages of a merger or acquisition.  Also, if
the merger or acquisition is successfully completed, management anticipates
that certain costs will be incurred for public relations, such as the
dissemination of information to the public, to the shareholders and to the
financial community.  If the Company is unable to complete the merger or
acquisition for any reason, the Company's capital may be substantially
depleted if legal fees and accounting costs have been incurred.  Management
intends to retain legal and accounting services only on an as-needed basis in
the latter stages of a proposed merger or acquisition.

     Management anticipates that the Company may have to seek additional
financing in order to continue operations.

COMPETITION

     The Company is and will remain an insignificant participant among the
firms that engage in mergers with and acquisitions of privately-held entities.
Many established venture-capital and financial concerns have significantly
greater financial and personnel resources and technical expertise than the
Company.  In view of the Company's limited financial resources and limited
management availability, the Company will continue to be at a significant
disadvantage compared to the Company's competitors.

EMPLOYEES

     The Company has no full time employees.  Its officers devote as much time
as is necessary to conduct the Company's business.

ITEM 2.  DESCRIPTION OF PROPERTY.

     From December 31, 1993 until June 30, 1998, the Company maintained its
office in space provided by Timothy J. Brasel, the Company's President, at no
charge.  Since June 30, 1998 the Company has maintained its office in space
provided by Lawrence Schmelzer, the Company's President, at no charge.  The
Company owns no real property.

ITEM 3.  LEGAL PROCEEDINGS.

     There are no pending legal proceedings, and the Company is not aware of
any threatened legal proceedings to which the Company is a party.



                                       4
<PAGE>


<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 1998.



                                       5
<PAGE>

<PAGE>
                                  PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     (a)  MARKET INFORMATION.  To the best of management's knowledge, no
public market for any securities of the Company existed from June 23, 1993 to
March 27, 1997.  The Company's common stock is currently traded in the over-
the-counter market, and prices for the common stock are quoted on the OTC
Bulletin Board under the symbol BEAH.

         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, 1998               $1.9375            $ .75
         September 30, 1998              $1.50              $ .50
         June 30, 1998                   $2.00              $1.50
         March 31, 1998                  $2.00              $1.875

         December 31, 1997               $1.875             $ .50
         September 30, 1997              $ .50              $ .375
         June 30, 1997                   $ .50              $ .125
         March 31, 1997                  $1.375             $ .375

     (b)  APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK.  The number of record
holders of the Company's no par value common stock at May 4, 1999, was
approximately 46.  This does not include shareholders who hold stock in their
accounts at broker/dealers.

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

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

     During the fiscal year ended December 31, 1998, the Company engaged in no
significant operations other than the search for, and identification and
evaluation of, possible acquisition candidates.  No revenues were received by
the Company during the fiscal year.  The Company experienced a net loss of
$(19,301) during the fiscal year ended December 31, 1998, which was primarily
the result of the legal and accounting costs of compliance with the reporting
requirements of the federal securities laws, and general and administrative
expenses.

     For the remainder of the current fiscal year, the Company anticipates
losses similar in magnitude to those experienced historically.  Should the
Company intensify its search for an acquisition candidate, however, losses are
likely to accrue at a greater rate than experienced historically.  The Company
anticipates that until a business combination is completed with an acquisition
candidate, it will not generate revenues, and may continue to operate at a
loss after completing a business combination, depending upon the performance
of the acquired business.



                                       6
<PAGE>


<PAGE>
    As of December 31, 1998, the Company had no material commitments for
capital expenditures.

ITEM 7.  FINANCIAL STATEMENTS.

     The financial statements are set forth on pages F-1 through F-9 hereto.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING FINANCIAL
         DISCLOSURE.

    There have been no disagreements between the Company and its independent
accountants on any matter of accounting principles or practices or financial
statement disclosure since the Company's inception.



                                       7
<PAGE>


<PAGE>
                                 PART III

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

     The Directors and Executive Officers of the Company are as follows:

         NAME                AGE           POSITION
   ---------------------     ---      ----------------------
   Lawrence C. Schmelzer     62       President and Director

   Timothy J. Brasel         40       Director

   Joseph Surace             74       Director

     LAWRENCE C. SCHMELZER has served as President and a Director of the
Company since June 30, 1998.  He formerly served as the Chairman of 1st
Cleveland Securities and as a Director of Fixcorp and Momentum Corporation.
He is a graduate of the Wharton School of Finance.  Mr. Schmelzer also is a
private investor.

     TIMOTHY J. BRASEL has served as a Director since December 31, 1995 and as
President from December 31, 1995 until June 30, 1998.  From December 31, 1993
to December 31, 1995, he served as President and a Director, and from January
24, 1989 (inception) to June 5, 1992 he served as a Director. He also serves
as a director of ten corporations which were formed  for the purpose of
acquiring or merging with a privately-held company.  These ten corporations
have registered their securities with the SEC under the Securities Exchange
Act of 1934.  These companies are Calneva Capital Corp., Aspen Capital Corp.,
Studio Capital Corp., Royal Belle Capital Corp., Zirconium Capital Corp.,
Copper Capital Corp., West Lake Capital Corp., Mercury Capital Corp., Hightop
Capital Corp., and Antares Capital Corp.  From December 1996 until September
1998, he served as President and a Director of Cypress Capital, Inc., which
completed an acquisition of Terra Telecommunications, Inc. during September
1998.  From September 1995 until January 1999, he served as President and a
Director of High Hopes, Inc. which completed an acquisition of certain
technology from Sanga e-Health LLC during January 1999.  From May 1995 until
August 1997, Mr. Brasel served as President and a director of Universal
Capital Corp., which completed an acquisition of Remarc International Inc.
during August 1997.  From February 1996 until February 1997, Mr. Brasel served
as President and a director of Capital 2000, Inc. which completed an
acquisition of United Shields Corporation in February 1997.  From July 1996
until December 1997, Mr. Brasel served as President and a director of Mahogany
Capital, Inc. which completed an acquisition of Pontotoc Production Company,
Inc. during December 1997.  From July 1996 until May 1998, Mr. Brasel served
as President and a director of Walnut Capital, Inc., which completed a merger
with Links Ltd. during May 1998.  From March 1990 until September 1994, Mr.
Brasel served as President, Secretary, Treasurer and a Director of Prentice
Capital, Inc., a publicly-held blank-check company which completed an
acquisition of Universal Footcare, Inc.  From March 1990 until August 1993,
Mr. Brasel was President, Secretary and a Director of Brasel Ventures, Inc., a
publicly-held blank-check company, which completed an acquisition of American
Pharmaceutical Company.  Since January 1987, Mr. Brasel has been President and
a Director of Bleu Ridge Consultants, Inc., a business and management
consulting firm located in Denver, Colorado.  Mr. Brasel received a Bachelor
of Science Degree in Business Administration from Morningside College, Sioux
City, Iowa in 1980.




                                       8
<PAGE>


<PAGE>
     JOSEPH SURACE has served as a Director since June 30, 1998.  Mr. Surace
is retired and is a private investor.  He was formerly the owner of 3 Star
Trucking.

     All Directors of the Company hold office until the next annual meeting of
the shareholders and until their successors have been elected and qualified.

     The Officers of the Company are elected by the Board of Directors at the
first meeting after each annual meeting of the Company's shareholders, and
hold office until their death, or until they shall resign or have been removed
from office.

     The date of the next annual meeting of the Company will be determined by
the Company's Board of Directors in accordance with Colorado law.

ITEM 10.  EXECUTIVE COMPENSATION.

     The Company's sole Officer currently receives no salary from the Company.

     The Company has no retirement, pension, profit-sharing or insurance or
medical reimbursement plans covering its Officers and Directors.

INCENTIVE STOCK OPTION PLAN

     On January 24, 1989, the Company adopted an Incentive Stock Option Plan
(the "Plan") under which options granted are intended to qualify as "incentive
stock options" under Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code").  Pursuant to the Plan, options to purchase up to 45,455
shares of the Company's Common Stock may be granted to employees of the
Company.  The Plan is administered by the Board of Directors, which is
empowered to determine the terms and conditions of each option, subject to the
limitation that the exercise price cannot be less than the market value of the
common Stock on the date of the grant (110% of the market value in the case of
options granted to an employee who owns 10% or more of the Company's
outstanding Common Stock) and no option can have a term in excess of 10 years
(5 years in the case of options granted to employees who own 10% or more of
the Company's Common Stock). As of the date hereof, no options have been
granted under this Plan.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth, as of April 15, 1999, the stock ownership
of each person known by the Company to be the beneficial owner of five percent
or more of the Company's Common Stock, each Director individually and all
Directors and Officers of the Company as a group:

                                     AMOUNT AND
    NAME AND ADDRESS                NATURE OF BENE-          PERCENT
  OF BENEFICIAL OWNER              FICIAL OWNERSHIP          OF CLASS
-------------------------        --------------------        --------

Lawrence C. Schmelzer                   730,000                29.4%
21302 S. Woodland Road
Shaker Heights, OH  44122

Joseph Surace                            50,000                 2.0%
3819 Willow Run
Westlake, OH  44145



                                       9
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<PAGE>
Timothy J. Brasel                       491,705 (1)            19.8%
5770 South Beech Court
Greenwood Village, CO  80121

J. J. Peirce                            170,000                 6.9%
5125 West Lake Avenue
Littleton, Colorado  80123

All Directors and                     1,271,705                51.3%
Officers as a Group
(3 Person)
_______________

(1)  Includes 214,383 shares of Common Stock held of record by Brasel Family
     Partners, Ltd., a limited partnership of which Mr. Brasel is the general
     partner, by virtue of which Mr. Brasel may be deemed to be a beneficial
     holder of such shares.  Also includes 100,000 shares held by Brasel
     Charitable Remainder Trust; 21,000 shares held by the Charitable
     Remainder Trust of Mary Jane Brasel; 22,000 shares held by the Charitable
     Remainder Trust of Susan Anne Brasel; 40,000 shares held by the
     Charitable Remainder Trust of Timothy J. Brasel; 10,000 shares held by
     the S.A. Brasel Charitable Remainder Trust; 52,958 shares held by Bleu
     Ridge Consultants Profit Sharing Plan and Trust; and 1,364 shares held by
     Mary Jane Brasel and Timothy J. Brasel as trustees for the benefit of
     Susan Anne Brasel.  Mr. Brasel is trustee of each of the above trusts.
     Also includes a total of 30,000 shares held by Janet M. Brasel, Mr.
     Brasel's wife, as custodian for Tyler Jay Brasel, Colton Russell Brasel
     and Justin Brasel, UGMA/CO.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     During January, 1998 the Company issued 400,000 shares of its Common
Stock to the following persons in payment of promissory notes totaling $7,500:

     Name                           No. of Shares   Amount of Note
     ----                           -------------   --------------
     Brasel Family Partners             50,000        $  937.50
     Janet Brasel, as Custodian        150,000        $2,812.50
     Paul H. Dragul                    200,000        $3,750.00
                                       -------        ---------
                                       400,000        $7,500.00

    Effective June 30, 1998 the Company issued 800,000 shares of its Common
Stock to Lawrence Schmelzer in exchange for 100% of Marketplace 2000, Inc., an
Ohio corporation which had no assets or business.  In connection with this
transaction Mr. Schmelzer was named as a Director and President of the
Company.

     During June 1998 the Company issued 80,000 shares of its Common Stock to
Lawrence Schmelzer in consideration for $20,000 in cash.



                                       10
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<PAGE>
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.
 
     (a)  3. EXHIBITS.
 
EXHIBIT
NUMBER      DESCRIPTION                    LOCATION
 
 3          Articles of Incorporation,     Incorporated by reference to
            as amended                     Registrant's Form S-18 Registration
                                           Statement (No. 33-31067)
 
 3          Bylaws                         Incorporated by reference to
                                           Registrant's Form S-18 Registration
                                           Statement (No. 33-31067)

10          Share Exchange Agreement       Filed herewith electronically
            dated April 28, 1999 with
            Marketplace 2000, Inc.

27          Financial Data Schedule        Filed herewith electronically

     (b)  REPORTS ON FORM 8-K.  No reports on Form 8-K were filed during the
quarter ended December 31, 1998.

                                     11
<PAGE>


<PAGE>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
              BEECHPORT CAPITAL CORP. AND CONSOLIDATED SUBSIDIARY
                        CONSOLIDATED FINANCIAL STATEMENTS
 
                                     with

              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                            December 31, 1998 and 1997


Report of Independent Certified Public Accountants               F-2

Consolidated Financial Statements:

   Consolidated Balance Sheet                                    F-3

   Consolidated Statements of Operations                         F-4

   Consolidated Statement of Changes in Stockholders' Equity     F-5

   Consolidated Statements of Cash Flows                         F-6

   Notes to Consolidated Financial Statements                    F-7

































                                    F-1
<PAGE>

<PAGE>
            REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Beechport Capital Corp.
Cleveland, OH 44115

We have audited the accompanying consolidated balance sheet of Beechport
Capital Corp. and consolidated subsidiary as of December 31, 1998, and the
related consolidated statements of operations, stockholders' (deficit) and
cash flows for the two years ended May 31, 1998 and 1997.  These financial
statements are the responsibility of the company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the consolidated financial statements, referred to above,
present fairly, in all material respects, the consolidated financial position
of Beechport Capital Corp. and subsidiary as of December 31, 1998, and the
consolidated results of its operations, changes in its stockholders' (deficit)
and its cash flows for the two years ended December 31, 1998 and 1997, in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from
operations and has a net working capital deficiency that raise substantial
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
                                   12835 E. Arapahoe Road
                                   Tower II, Suite 110
                                   Englewood, Colorado 80112
April 13, 1999











                                    F-2
<PAGE>


<PAGE>
            BEECHPORT CAPITAL CORP. AND CONSOLIDATED SUBSIDIARY

                          CONSOLIDATED BALANCE SHEET

                               December 31, 1998

                                    ASSETS

Current Assets
  Cash                                               $    12,957
  Trust account                                            3,561
                                                     -----------
     Total Current Assets                                 16,518
                                                     -----------

TOTAL ASSETS                                         $    16,518
                                                     ===========

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities
  Accounts payable                                   $     3,960
  Advances payable, related party                         21,985
                                                     -----------
     Total Current Liabilities                            25,945
                                                     -----------

TOTAL LIABILITIES                                         25,945
                                                     ===========

Stockholders' (Deficit):

  Preferred stock, no par value,
   10,000,000 shares authorized,
   None issued and outstanding                              -

  Common stock, no par value
   750,000,000 shares authorized,
   2,480,000 shares issued and
   outstanding                                           190,688

  Additional paid-in capital                              13,600
  Accumulated (deficit)                                 (213,715)
                                                     -----------

TOTAL STOCKHOLDERS' (DEFICIT)                             (9,427)
                                                     -----------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)        $    16,518
                                                     ===========






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

                                    F-3
<PAGE>


<PAGE>
              BEECHPORT CAPITAL CORP. AND CONSOLIDATED SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                       For the Years Ended December 31,

                                                 1998          1997
                                              ----------    ----------

Revenue                                       $        -    $        -
                                              ----------    ----------

Expenses
  Legal and accounting                            14,038         2,679
  Other                                            5,263           863
                                              ----------    ----------
                                                  19,301         3,542
                                              ----------    ----------

Net (Loss)                                    $  (19,301)   $   (3,542)
                                              ==========    ==========

Per Share                                     $     (.01)   $      nil
                                              ==========    ==========

Weighted Average Shares Outstanding            2,480,000     1,200,000
                                              ==========    ==========





























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

                                      F-4
<PAGE>


<PAGE>
              BEECHPORT CAPITAL CORP. AND CONSOLIDATED SUBSIDIARY
 
          CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'(DEFICIT)

                From December 31, 1996 through December 31, 1998
<TABLE>
<CAPTION
                                                     Additional
                                 Common     Stock      Paid-in   Accumulated
                               No./Shares   Amount     Capital    (Deficit)     Total
                               ----------  --------  ----------  ------------  ---------
<C>                            <S>         <S>       <S>         <S>           <S>

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

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

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

Issuance of stock for notes
payable                          400,000      7,500       -            -          7,500

Issuance of stock at $0.25        80,000     20,000       -            -         20,000

Issuance of stock - business
combination                      800,000       -          -            -           -

Net loss-year ended December
31, 1998                            -          -          -         (19,301)    (19,301)
                               ---------   --------    -------    ---------    --------

Balance at December 31, 1998   2,480,000   $190,688    $13,600    $(213,715)   $ (9,427)
                               =========   ========    =======    =========    ========
</TABLE>























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

                                   F-5
<PAGE>


<PAGE>
             BEECHPORT CAPITAL CORP. AND CONSOLIDATED SUBSIDIARY

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                       For the Years Ended December 31,

 
                                                 1998          1997
                                              ----------    ----------

Cash Flows from Operating Activities:
  Net income (loss)                           $ (19,301)    $  (14,917)
  Increase in accounts payable
   and accrued expenses                             585         11,787
  Other, net                                     (3,561)          -
                                              ----------    ----------
Net Cash (Used in) Operating
 Activities                                      (22,277)       (3,130)
                                              ----------    ----------

Cash Flows Provided by Investing
 Activities                                         -             -
                                              ----------    ----------

Cash Flows from Financing Activities:
  Advances from related party                      7,406          -
                                              ----------    ----------
Net Cash Provided from Financing
 Activities                                        7,406          -
                                              ----------    ----------

Cash Provided by Financing Activities:
  Common stock issued                             27,500          -
                                              ----------    ----------

Net Cash Provided by Financing Activities         27,500          -
                                              ----------    ----------

Increase (Decrease) in Cash                       12,629        (3,130)

Cash, Beginning of Period                            328         3,282
                                              ----------    ----------
Cash, End of Period                           $   12,957    $      152
                                              ==========    ==========

Interest Paid                                 $     -       $     -
                                              ==========    ==========

Income Taxes Paid                             $     -       $     -
                                              ==========    ==========






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

                                    F-6
<PAGE>


<PAGE>
            BEECHPORT CAPITAL CORP. AND CONSOLIDATED SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        December 31, 1998 and 1997


(1)  Summary of Accounting Policies

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

     (a)  Nature of Operations

          The Company was organized as a Colorado corporation on
          January 24, 1989, in order to evaluate, structure and
          complete a merger with, or acquisition of, prospects
          consisting of private companies, partnerships or sole
          proprietorships.  The Company may seek to acquire a
          controlling interest in such entities in contemplation
          of later completing an acquisition.  The Company is not
          limited to any operation or geographic area in seeking
          out opportunities.

     (b)  Per Share Information

          Per share information is based upon the weighted
          average number of shares outstanding during the period.

          Income Taxes

          As of December 31, 1998, Beechport Capital Corp. had
          net operating losses available for carry-over to future
          years of approximately $214,000, expiring in various
          years through 2013.  Utilization of these carryovers
          may be limited due to changes in control of the
          Company.  As of December 31, 1998, the company has
          total deferred tax assets of approximately $42,000 due
          to operating loss carryforwards.  However, because of
          the uncertainty of potential realization of these tax
          assets, the Company has provided a valuation allowance
          for the entire $42,000.  Thus, no tax assets have been
          recorded in the financial statements as of December 31,
          1998.








                                    F-7
<PAGE>


<PAGE>
            BEECHPORT CAPITAL CORP. AND CONSOLIDATED SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                         December 31, 1998 and 1997


(1)  Summary of Accounting Policies, Continued

     (d)  Use of Estimates in 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
          period.  Actual results could differ from those
          estimates.

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

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

(3)  Business Combination

     Effective June 30, 1998 the Company entered into a business
     combination with Marketplace 2000, Inc. (Marketplace), an
     Ohio corporation.  Under the terms of the agreement, the
     Company issued 800,000 shares of its restricted common stock
     in exchange for 100% of the issued and outstanding common
     stock of Marketplace.  Since Marketplace had no
     stockholders' equity and since Marketplace was an inactive
     entity, no value was recorded for the stock issued.  After
     the completion of the transaction the controlling
     shareholders of Marketplace owned approximately 50% of the
     Company's outstanding common stock.





                                    F-8
<PAGE>


<PAGE>
           BEECHPORT CAPITAL CORP. AND CONSOLIDATED SUBSIDIARY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                         December 31, 1998 and 1997


(4)  Advances from Related Parties

     At December 31, 1998 a related party had outstanding
     advances to the Company totaling $21,985.  These advances
     have no written repayment terms, do not bear interest, and
     are uncollateralized.

(5)  Common Stock Issued

     On January 26, 1998, the Company issued 400,000 shares of
     its common stock in exchange for conversion of certain loans
     payable to related parties valued at $7,500.  On June 30,
     1998, the Company issued 80,000 shares of its common stock
     to an entity in exchange for $20,000.  In addition, on June
     30, 1998, the Company issued 800,000 shares of its common
     stock in exchange for all the outstanding shares of an
     inactive entity with no stockholders' equity. See note 3.



































                                    F-9
<PAGE>


<PAGE>
                                SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunder duly authorized.
 
                                BEECHPORT CAPITAL CORP.
 

Dated: May 11, 1999             By:/s/ Lawrence Schmelzer
                                   Lawrence Schmelzer, President

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated:
 
SIGNATURE                     TITLE                         DATE
 

/s/ Lawrence Schmelzer      President, Secretary,      May 11, 1999
Lawrence Schmelzer          Treasurer (Principal
                            Financial and Account-
                            ing Officer) and
                            Director


/s/ Timothy J. Brasel       Director                   May 11, 1999
Timothy J. Brasel