<PAGE>   1
      As filed with the Securities and Exchange Commission on June 7, 2001

                                                   Registration No. ____________

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


                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                             Beechport Capital Corp.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                            <C>
                        Colorado                                                           84-1137359
-------------------------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)                 (I.R.S. Employer Identification No.)

132 South Third Street, Oakdale, CA                                                              95361
-------------------------------------------------------------------------------------------------------------------
(Address of Principal Executive Offices)                                                                 (Zip Code)
</TABLE>


                     BEECHPORT CAPITAL CORP. 2001 STOCK PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)


         Gary M. DeLaurentiis, 132 South Third Street, Oakdale, CA 95361
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (209) 848-3900
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                    Proposed maximum       Proposed maximum
  Title of securities         Amount to be           Offering price       Aggregate offering          Amount of
    to be registered         Registered (2)          Per share (1)             price (1)        Registration fee (1)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                       <C>                    <C>                     <C>                    <C>
      Common Stock              1,000,000                $1.20                $1,200,000               $300.00
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
         TOTAL                  1,000,000                  --                 $1,200,000               $300.00
========================= ====================== ======================= ====================== ======================
</TABLE>

(1)  Because the offering price of all shares of Common Stock being registered
     under the Beechport Capital Corp. 2001 Stock Plan is not known at this
     time, the proposed maximum offering price per share, the proposed maximum
     aggregate offering price and the registration fee with respect to these
     shares have been calculated pursuant to Rule 457(h)(1) and Rule 457(c) of
     Regulation C under the Securities Act of 1933, as amended, which require
     that, solely for purposes of calculating the registration fee, these
     figures are based upon the average of the bid and asked price per share of
     the Registrant's common stock on a date within five (5) days prior to the
     date of filing of this Registration Statement, as reported on the National
     Association of Securities Dealers, Inc. OTC Bulletin Board.

(2)  To be issued, at the sole discretion of the Registrant, directly or
     pursuant to the exercise of options granted under the Beechport Capital
     Corp. 2001 Stock Plan.


<PAGE>   2


                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS


         The document(s) containing the information concerning the Beechport
Capital Corp. 2001 Stock Plan, effective as of May 28, 2001 (the "Plan"),
required by Item 1 of Form S-8, and the statement of availability of registrant
information and other information required by Item 2 of Form S-8 will be sent or
given to participants as specified by Rule 428. In accordance with Rule 428 and
the requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of this
registration statement on Form S-8 (the "Registration Statement") or as
prospectuses or prospectus supplements pursuant to Rule 424. Beechport Capital
Corp., a Colorado Corporation (the "Company"), shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
Company shall furnish to the Commission or its staff a copy or copies of all of
the documents included in such file.


                                       1
<PAGE>   3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         Incorporated by reference into this Registration Statement are the
contents of the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2000; the Quarterly Report on Form 10-QSB for the period ended
March 31, 2001 and Current Reports on Form 8-K filed March 1, 2001 and May 29,
2001. All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of this Registration Statement and prior to the termination of
the offering shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement. The Company will provide without charge to each person to whom a copy
of this Registration Statement is delivered, on the written or oral request of
such person, a copy of any or all of the documents referred to above which have
been or may be incorporated by reference into this Registration Statement, other
than certain exhibits to such documents. Requests for such copies shall be
directed to Gary M. DeLaurentiis, President and Chief Executive Officer,
Beechport Capital Corp., 132 South Third Street, Oakdale, CA 95361.

ITEM 4. DESCRIPTION OF SECURITIES.

         The authorized capital of the Company consists of 750,000,000 shares of
Common Stock, no par value per share and 10,000,000 shares of Preferred Stock,
no par value per share.

         COMMON STOCK.

         Each holder of Common Stock is entitled to one vote for each share held
on all matters to be voted upon by the shareholders generally. The shares of
Common Stock do not have cumulative voting rights, which means that holders of
more than 50% of the shares of Common Stock voting for the election of directors
can elect all the directors. In such an event, the holders of the remaining
shares of Common Stock would not be able to elect a single director

         Holders of Common Stock are entitled to receive pro-rata such
dividends, if any, as may be declared from time to time by the Board of
Directors out of funds legally available for the payment of dividends. This
right is subject to the rights of any holders of Preferred Stock. In the event
of liquidation, dissolution, or winding up of the Company, the holders of Common
Stock are entitled to share pro-rata in all assets remaining after payment of
liabilities. Shares of Common Stock have no preemptive, conversion, or other
subscription rights. There are no redemption or sinking fund provisions
applicable to the shares of Common Stock.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         A member of the law firm of Futro & Trauernicht, LLC, Attorneys and
Counselors at Law, counsel to the Company, and whose opinion as to the validity
of the issuance of shares of Common Stock hereunder is attached hereto as
Exhibit 5.1, has been granted an option under the Plan to purchase 100,000
shares of Common Stock at an exercise price of $1.20 per share. The option is
fully-vested and expires on May 27, 2006.


                                       2
<PAGE>   4


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Articles of Incorporation for the Company provide that the Company
shall indemnify, to the extent permitted by law, any director, officer, agent,
fiduciary or employee of the Company against any claim, liability or expense
arising against or incurred by such person as a result of actions reasonably
taken by him at the direction of the Company. The Company has the further
authority, to the full extent permitted by law, to indemnify its directors,
officers, agents, fiduciaries and employees against any claim, liability or
expense arising against or incurred by them in all other circumstances. The
Company may also maintain insurance providing such indemnification.

         The Colorado Business Corporation Act allows the Company to eliminate
the personal liability of its directors to the Company or its stockholders for
monetary damages for breach of fiduciary duty of loyalty and care as a director,
except for: (a) circumstances where the director breached his duty of loyalty to
the Company or its Shareholders; (b) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (c) a
circumstance under which a director votes for or assents to an unlawful
distribution; or (d) for transactions from which the director directly or
indirectly derived an improper personal benefit.

         The Colorado Business Corporation Act also states that no director or
officer shall be personally liable for any injury to person or property arising
out of a tort committed by an employee unless: (a) the director or officer was
personally involved in the situation giving rise to the litigation, or (b) the
director or officer committed a criminal offense in connection with the
situation.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
   Exhibit Number                          Description
   --------------                          -----------
<S>                  <C>
         4.1         Bylaws, which define the rights of holders of the equity
                     securities being registered (Incorporated by reference to
                     Exhibit No. 3 of the Company's Registration Statement filed
                     on Form S-18, file no. 33-31067).

         4.2         Articles of Incorporation, as amended and currently in
                     effect, which define the rights of holders of the equity
                     securities being registered (Incorporated by reference to
                     Exhibit No. 3 of the Company's Registration Statement filed
                     on Form S-18, file no. 33-31067).

         5.1         Opinion of Counsel, Futro & Trauernicht LLC (Filed
                     herewith).

         10.1        Beechport Capital Corp. 2001 Stock Plan dated May 28, 2001
                     (Filed herewith).

         23.1        Consent of Schumacher & Associates, Inc., Certified Public
                     Accountants (Filed herewith).

         23.2        Consent of Counsel, Futro & Trauernicht LLC (Included in
                     Exhibit 5.1).
</TABLE>


                                       3
<PAGE>   5


ITEM 9. UNDERTAKINGS.

         The undersigned Company hereby undertakes:

(1)      To file, during any period in which offers or sales are being made, a
         post-effective amendment to this registration statement:

         (i)      To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

         (ii)     To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which individually or
                  in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement; and

         (iii)    To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement.

(2)      That, for the purpose of determining any liability under the Securities
         Act of 1933, each such post-effective amendment shall be deemed to be a
         new registration statement relating to the securities offered therein,
         and the offering of such securities at that time shall be deemed to be
         the initial bona fide offering thereof.

(3)      To remove from registration by means of a post-effective amendment any
         of the securities being registered which remain unsold at the
         termination of the offering.

(4)      The undersigned Company hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

(5)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers, and controlling
         persons of the Company pursuant to the foregoing provisions, or
         otherwise, the Company has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other that the payment by the Company of expenses incurred or paid by
         a director, officer, or controlling person of the Company in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer, or controlling person of the Company in the
         successful defense of that action suit, or proceeding) is asserted by
         such director, officer, or controlling person in connection with the
         securities being registered, the Company will, unless in the opinion of
         its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question of whether
         such indemnification by it is against public policy as expressed in the
         Act and will be governed by the final adjudication of such issue.



                                       4
<PAGE>   6


                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Oakdale, State of California on the 6th day of
June, 2001.


                             BEECHPORT CAPITAL CORP.


                             By: /s/ Gary M. DeLaurentiis
                                ------------------------------------------------
                                Gary M. DeLaurentiis, President, Chief Executive
                                Officer and Chief Financial and Accounting
                                Officer


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.



                             By: /s/ Gary M. DeLaurentiis
                                ------------------------------------------------
                                Gary M. DeLaurentiis, Director

                             Dated:  June 6, 2001



                             By: /s/ Andrea Videtta
                                 -----------------------------------------------
                                 Andrea Videtta, Director

                             Dated:  June 6, 2001



                             By: /s/ Lisa Ann Marie Fitzpatrick
                                 -----------------------------------------------
                                 Lisa Ann Marie Fitzpatrick, Director

                             Dated:  June 6, 2001


                                       5
<PAGE>   7



                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER     DESCRIPTION
       -------    -----------
<S>               <C>
         4.1      Bylaws, which define the rights of holders of the equity
                  securities being registered (Incorporated by reference to
                  Exhibit No. 3 of the Company's Registration Statement filed on
                  Form S-18, file no. 33-31067).

         4.2      Articles of Incorporation, as amended and currently in effect,
                  which define the rights of holders of the equity securities
                  being registered (Incorporated by reference to Exhibit No. 3
                  of the Company's Registration Statement filed on Form S-18,
                  file no. 33-31067).

         5.1      Opinion of Counsel, Futro & Trauernicht LLC (Filed herewith).

         10.1     Beechport Capital Corp. 2001 Stock Plan dated May 28, 2001
                  (Filed herewith).

         23.1     Consent of Schumacher & Associates, Inc., Certified Public
                  Accountants (Filed herewith).

         23.2     Consent of Counsel, Futro & Trauernicht LLC (Included in
                  Exhibit 5.1).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "d88216s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19258}]
{"company-data": {"conformed-name": "BEECHPORT CAPITAL CORP", "cik": "0000855372", "assigned-sic": "6770", "irs-number": "841137359", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62520", "film-number": "1656195"}, "business-address": {"street1": "132 S THIRD ST", "city": "OAKDALE", "state": "CA", "zip": "95361", "phone": "2098483900"}, "mail-address": {"street1": "132 S THIRD ST", "city": "OAKDALE", "state": "CA", "zip": "95361"}, "former-company": {"former-conformed-name": "COALMONT INC", "date-changed": "19920703"}}
1
      As filed with the Securities and Exchange Commission on June 7, 2001

                                                   Registration No. ____________

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             Beechport Capital Corp.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
Colorado                                                           84-1137359
-------------------------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)                 (I.R.S. Employer Identification No.)

132 South Third Street, Oakdale, CA                                                              95361
-------------------------------------------------------------------------------------------------------------------
(Address of Principal Executive Offices)                                                                 (Zip Code)
BEECHPORT CAPITAL CORP. 2001 STOCK PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

         Gary M. DeLaurentiis, 132 South Third Street, Oakdale, CA 95361
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (209) 848-3900
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed maximum       Proposed maximum
  Title of securities         Amount to be           Offering price       Aggregate offering          Amount of
    to be registered         Registered (2)          Per share (1)             price (1)        Registration fee (1)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock              1,000,000                $1.20                $1,200,000               $300.00
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
         TOTAL                  1,000,000                  --                 $1,200,000               $300.00
========================= ====================== ======================= ====================== ======================
(1)  Because the offering price of all shares of Common Stock being registered
     under the Beechport Capital Corp. 2001 Stock Plan is not known at this
     time, the proposed maximum offering price per share, the proposed maximum
     aggregate offering price and the registration fee with respect to these
     shares have been calculated pursuant to Rule 457(h)(1) and Rule 457(c) of
     Regulation C under the Securities Act of 1933, as amended, which require
     that, solely for purposes of calculating the registration fee, these
     figures are based upon the average of the bid and asked price per share of
     the Registrant's common stock on a date within five (5) days prior to the
     date of filing of this Registration Statement, as reported on the National
     Association of Securities Dealers, Inc. OTC Bulletin Board.

(2)  To be issued, at the sole discretion of the Registrant, directly or
     pursuant to the exercise of options granted under the Beechport Capital
     Corp. 2001 Stock Plan.
2

                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

         The document(s) containing the information concerning the Beechport
Capital Corp. 2001 Stock Plan, effective as of May 28, 2001 (the "Plan"),
required by Item 1 of Form S-8, and the statement of availability of registrant
information and other information required by Item 2 of Form S-8 will be sent or
given to participants as specified by Rule 428. In accordance with Rule 428 and
the requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of this
registration statement on Form S-8 (the "Registration Statement") or as
prospectuses or prospectus supplements pursuant to Rule 424. Beechport Capital
Corp., a Colorado Corporation (the "Company"), shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
Company shall furnish to the Commission or its staff a copy or copies of all of
the documents included in such file.

                                       1
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         Incorporated by reference into this Registration Statement are the
contents of the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2000; the Quarterly Report on Form 10-QSB for the period ended
March 31, 2001 and Current Reports on Form 8-K filed March 1, 2001 and May 29,
2001. All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of this Registration Statement and prior to the termination of
the offering shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement. The Company will provide without charge to each person to whom a copy
of this Registration Statement is delivered, on the written or oral request of
such person, a copy of any or all of the documents referred to above which have
been or may be incorporated by reference into this Registration Statement, other
than certain exhibits to such documents. Requests for such copies shall be
directed to Gary M. DeLaurentiis, President and Chief Executive Officer,
Beechport Capital Corp., 132 South Third Street, Oakdale, CA 95361.

ITEM 4. DESCRIPTION OF SECURITIES.

         The authorized capital of the Company consists of 750,000,000 shares of
Common Stock, no par value per share and 10,000,000 shares of Preferred Stock,
no par value per share.

         COMMON STOCK.

         Each holder of Common Stock is entitled to one vote for each share held
on all matters to be voted upon by the shareholders generally. The shares of
Common Stock do not have cumulative voting rights, which means that holders of
more than 50% of the shares of Common Stock voting for the election of directors
can elect all the directors. In such an event, the holders of the remaining
shares of Common Stock would not be able to elect a single director

         Holders of Common Stock are entitled to receive pro-rata such
dividends, if any, as may be declared from time to time by the Board of
Directors out of funds legally available for the payment of dividends. This
right is subject to the rights of any holders of Preferred Stock. In the event
of liquidation, dissolution, or winding up of the Company, the holders of Common
Stock are entitled to share pro-rata in all assets remaining after payment of
liabilities. Shares of Common Stock have no preemptive, conversion, or other
subscription rights. There are no redemption or sinking fund provisions
applicable to the shares of Common Stock.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         A member of the law firm of Futro & Trauernicht, LLC, Attorneys and
Counselors at Law, counsel to the Company, and whose opinion as to the validity
of the issuance of shares of Common Stock hereunder is attached hereto as
Exhibit 5.1, has been granted an option under the Plan to purchase 100,000
shares of Common Stock at an exercise price of $1.20 per share. The option is
fully-vested and expires on May 27, 2006.

                                       2
4

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Articles of Incorporation for the Company provide that the Company
shall indemnify, to the extent permitted by law, any director, officer, agent,
fiduciary or employee of the Company against any claim, liability or expense
arising against or incurred by such person as a result of actions reasonably
taken by him at the direction of the Company. The Company has the further
authority, to the full extent permitted by law, to indemnify its directors,
officers, agents, fiduciaries and employees against any claim, liability or
expense arising against or incurred by them in all other circumstances. The
Company may also maintain insurance providing such indemnification.

         The Colorado Business Corporation Act allows the Company to eliminate
the personal liability of its directors to the Company or its stockholders for
monetary damages for breach of fiduciary duty of loyalty and care as a director,
except for: (a) circumstances where the director breached his duty of loyalty to
the Company or its Shareholders; (b) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (c) a
circumstance under which a director votes for or assents to an unlawful
distribution; or (d) for transactions from which the director directly or
indirectly derived an improper personal benefit.

         The Colorado Business Corporation Act also states that no director or
officer shall be personally liable for any injury to person or property arising
out of a tort committed by an employee unless: (a) the director or officer was
personally involved in the situation giving rise to the litigation, or (b) the
director or officer committed a criminal offense in connection with the
situation.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

ITEM 8. EXHIBITS.
Exhibit Number                          Description
   --------------                          -----------
4.1         Bylaws, which define the rights of holders of the equity
                     securities being registered (Incorporated by reference to
                     Exhibit No. 3 of the Company's Registration Statement filed
                     on Form S-18, file no. 33-31067).

         4.2         Articles of Incorporation, as amended and currently in
                     effect, which define the rights of holders of the equity
                     securities being registered (Incorporated by reference to
                     Exhibit No. 3 of the Company's Registration Statement filed
                     on Form S-18, file no. 33-31067).

         5.1         Opinion of Counsel, Futro & Trauernicht LLC (Filed
                     herewith).

         10.1        Beechport Capital Corp. 2001 Stock Plan dated May 28, 2001
                     (Filed herewith).

         23.1        Consent of Schumacher & Associates, Inc., Certified Public
                     Accountants (Filed herewith).

         23.2        Consent of Counsel, Futro & Trauernicht LLC (Included in
                     Exhibit 5.1).
3
5

ITEM 9. UNDERTAKINGS.

         The undersigned Company hereby undertakes:

(1)      To file, during any period in which offers or sales are being made, a
         post-effective amendment to this registration statement:

         (i)      To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

         (ii)     To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which individually or
                  in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement; and

         (iii)    To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement.

(2)      That, for the purpose of determining any liability under the Securities
         Act of 1933, each such post-effective amendment shall be deemed to be a
         new registration statement relating to the securities offered therein,
         and the offering of such securities at that time shall be deemed to be
         the initial bona fide offering thereof.

(3)      To remove from registration by means of a post-effective amendment any
         of the securities being registered which remain unsold at the
         termination of the offering.

(4)      The undersigned Company hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

(5)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers, and controlling
         persons of the Company pursuant to the foregoing provisions, or
         otherwise, the Company has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other that the payment by the Company of expenses incurred or paid by
         a director, officer, or controlling person of the Company in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer, or controlling person of the Company in the
         successful defense of that action suit, or proceeding) is asserted by
         such director, officer, or controlling person in connection with the
         securities being registered, the Company will, unless in the opinion of
         its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question of whether
         such indemnification by it is against public policy as expressed in the
         Act and will be governed by the final adjudication of such issue.

                                       4
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Oakdale, State of California on the 6th day of
June, 2001.

                             BEECHPORT CAPITAL CORP.

                             By: /s/ Gary M. DeLaurentiis
                                ------------------------------------------------
                                Gary M. DeLaurentiis, President, Chief Executive
                                Officer and Chief Financial and Accounting
                                Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

                             By: /s/ Gary M. DeLaurentiis
                                ------------------------------------------------
                                Gary M. DeLaurentiis, Director

                             Dated:  June 6, 2001

                             By: /s/ Andrea Videtta
                                 -----------------------------------------------
                                 Andrea Videtta, Director

                             Dated:  June 6, 2001

                             By: /s/ Lisa Ann Marie Fitzpatrick
                                 -----------------------------------------------
                                 Lisa Ann Marie Fitzpatrick, Director

                             Dated:  June 6, 2001

                                       5
7

                               INDEX TO EXHIBITS
EXHIBIT
       NUMBER     DESCRIPTION
       -------    -----------
4.1      Bylaws, which define the rights of holders of the equity
                  securities being registered (Incorporated by reference to
                  Exhibit No. 3 of the Company's Registration Statement filed on
                  Form S-18, file no. 33-31067).

         4.2      Articles of Incorporation, as amended and currently in effect,
                  which define the rights of holders of the equity securities
                  being registered (Incorporated by reference to Exhibit No. 3
                  of the Company's Registration Statement filed on Form S-18,
                  file no. 33-31067).

         5.1      Opinion of Counsel, Futro & Trauernicht LLC (Filed herewith).

         10.1     Beechport Capital Corp. 2001 Stock Plan dated May 28, 2001
                  (Filed herewith).

         23.1     Consent of Schumacher & Associates, Inc., Certified Public
                  Accountants (Filed herewith).

         23.2     Consent of Counsel, Futro & Trauernicht LLC (Included in
                  Exhibit 5.1).