<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 29, 2000
BEACH COUCH, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-25747 33-0812709
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
94 Rue de Lausanne, CH1202, Geneva, Switzerland
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 011-41-22-9000000
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(Former name or former address, if changed since last report.)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
AGREEMENT AND PLAN OF REORGANIZATION. On July 14, 2000, the Registrant reported
on Form 8-K that it acquired 80% of the issued and outstanding shares of common
stock of VIPC Corporation on June 29, 2000, and undertook to provide the
required financial statements by filing an amendment to the Form 8-K within 60
days after the due date of the Form 8-K. This Form 8-K/A-1 is being filed to
provide the accompanying required financial statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired. The required financial
statements of VIPC Corporation are being provided herewith, commencing on page
F-1, which follows the signature page.
(b) Pro Forma Financial Information. The required pro forma financial
information is being provided herewith, commencing on page P-1 following the
financial statements.
(c) Exhibits. None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BEACH COUCH, INC.
By: /s/ Michael A.J. Harrop
----------------------------------
Michael A.J. Harrop, President
Date: September 13, 2000
<PAGE> 3
INDEX TO FINANCIAL STATEMENTS
VIPC CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENTS
with
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
<TABLE>
<S> <C>
Report of Independent Certified Public Accountants ......... F-2
Financial Statements:
Balance Sheet ..................................... F-3
Statement of Operations ........................... F-4
Statement of Changes in Stockholders'
(Deficit) ........................................ F-5
Statement of Cash Flows ........................... F-6
Notes to Financial Statements ..................... F-7
</TABLE>
F-1
<PAGE> 4
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
VIPC Corporation
Geneva, Switzerland
We have audited the accompanying balance sheet of VIPC Corporation (a
development-stage company) as of June 30, 2000, and the related statements of
operations, stockholders' (deficit) and cash flows for the period from June 29,
2000 (date of inception) through June 30, 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 audits.
We conducted our audit 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 audit provide 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 VIPC Corporation (a
development-stage company) as of June 30, 2000, and the results of its
operations, changes in its stockholders' (deficit) and its cash flows for the
period from June 29, 2000 (date of inception) through June 30, 2000 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 1, the Company
has negative working capital and a stockholders' deficit that raise substantial
doubts about its ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Schumacher & Associates, Inc.
-------------------------------------
Schumacher & Associates, Inc.
Certified Public Accountants
2525 Fifteenth Street, Suite 3H
Denver, CO 80211
September 8, 2000
F-2
<PAGE> 5
VIPC CORPORATION
(A Development Stage Company)
BALANCE SHEET
June 30, 2000
<TABLE>
<S> <C>
ASSETS
Current Assets:
Total Current Assets $ --
-----------
TOTAL ASSETS $ --
===========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable $ 473
-----------
Total Current Liabilities 473
-----------
TOTAL LIABILITIES 473
-----------
Stockholders' (Deficit):
Common stock, $.001 par value
3,000 shares authorized,
3,000 issued and outstanding 3
Additional paid-in capital 2,997
Accumulated (Deficit) (3,473)
-----------
TOTAL STOCKHOLDERS' (DEFICIT) (473)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ --
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE> 6
VIPC CORPORATION
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Period from June 29, 2000 (date of inception)
through June 30, 2000
<TABLE>
<CAPTION>
For the
Period from
June 29, 2000
(date of
inception)
through
June 30, 2000
-------------
<S> <C>
Revenue $ --
-------------
Expenses
Filing fees 473
Stock issued for services 3,000
-------------
3,473
Net (Loss) $ (3,473)
-------------
Per Share $ (1.16)
=============
Weighted Average Shares Outstanding 3,000
=============
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE> 7
VIPC CORPORATION
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
For the Period from June 29, 2000 (date of inception) through
June 30, 2000
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in Accumulated
No./Shares Amount Capital (Deficit) Total
---------- -------- ---------- ----------- -------
<S> <C> <C> <C> <C> <C>
Balance at June 29, 2000 -- $ -- $ -- $ -- $ --
Common stock issued for
services, at inception, at
$.001 per share 3,000 3 2,997 -- 3,000
Net loss for the period ended
June 30, 2000 -- -- -- (3,473) (3,473)
------- -------- ------- ------- -------
Balance at June 30, 2000 3,000 $ 3 $ 2,997 $(3,473) $ (473)
======= ======== ======= ======= =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE> 8
VIPC CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Period from June 29, 2000 (date of inception)
through June 30, 2000
<TABLE>
<CAPTION>
For the
Period from
June 29, 2000
(date of
inception)
through
June 30, 2000
-------------
<S> <C>
Operating Activities:
Net (Loss) $ (3,473)
Adjustment to reconcile net
(loss) to net cash provided
by operating activities:
Increase in accounts payable 473
Issuance of common stock for services 3,000
-------------
Net Cash Provided by (Used in)
Operating Activities --
-------------
Cash Flows from Investing
Activities --
-------------
Cash Flows from Financing
Activities --
-------------
Increase (decrease) in Cash --
Cash, Beginning of Period --
-------------
Cash, End of Period $ --
=============
Interest Paid $ --
=============
Income Taxes Paid $ --
=============
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-6
<PAGE> 9
VIPC CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
(1) Summary of Accounting Policies
This summary of significant accounting policies of VIPC Corporation (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) Description of Business
The Company was organized on June 29, 2000 as a Delaware corporation
for the purpose of engaging in any lawful business but it is
management's plan to seek a business combination. The Company is a
development-stage company since planned principal operations have not
commenced. The Company has selected December 31 as its year end.
b) 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.
c) Income Taxes
As of June 30, 2000, the Company had net operating losses available for
carryover to future years of approximately $3,473, expiring in various
years through 2020. Utilization of these carryovers may be limited if
there is a change in control of the Company. As of June 30, 2000, the
Company has total deferred tax assets of approximately $695 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 $695. Thus, no tax assets have been
recorded in the financial statements as of June 30, 2000.
F-7
<PAGE> 10
VIPC CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
(1) Summary of Accounting Policies, Continued
d) 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 negative working capital and a stockholders' deficit.
Management is attempting to raise additional capital.
In view of these matters, realization of certain of the assets in the
accompanying balance sheet is dependent upon continued operations of
the Company, which in turn is dependent upon the Company's ability to
meet its financial requirements, raise additional capital, and the
success of its future operations.
Management is in the process of attempting to raise additional capital
and complete a business combination. Management believes that its
ability to raise additional capital and complete a business combination
provide an opportunity for the Company to continue as a going concern.
(2) Common Stock Issued
During the period ended June 30, 2000 the Company issued 3,000 shares of common
stock for services valued at $3,000.
(3) Business Combination
Effective June 29, 2000, the Company entered into an Agreement and Plan of
Reorganization with Beach Couch, whereby, Beach Couch shall acquire from the
Company's shareholders 80% of all the issued and outstanding shares of the
common stock of the Company in exchange for 20,000,000 shares of Beach Couch's
common stock. Upon completion of this business combination, the Company became
an 80% owned subsidiary of Beach Couch.
(4) Joint Venture Agreement
Effective June 30, 2000, the Company entered into a joint venture agreement with
a Chinese corporation. The purpose of this joint venture is expansion and
development of network and certain computer hardware and software services in
Asia, North America and Central Europe, marketing of multi-media value added
products in Asia and other regions, and administration of a Russian paging
systems. The Company has agreed to contribute initial assets to the joint
venture in accordance with its respective joint venture interest of 60%. The
joint venture will dissolve on January 1, 2005, unless terminated prior by the
joint venture participants.
8
<PAGE> 11
VIPC CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
(5) Subsequent Event
Effective July 1, 2000, the Company agreed to lend $4,000,000 to a British
Islands corporation. The Company has the option to convert this promissory note
into a 100% equity ownership interest of the maker in exchange for complete
forgiveness of the note. The Company has no obligations under this agreement
until governmental approval has been obtained. The principal plus interest at
10% per annum is payable on or before June 30, 2002. The Company anticipates
acquiring the $4,000,000 through a private placement. As of September 8, 2000,
the $4,000,000 loan transaction had not occurred.
9
<PAGE> 12
INDEX TO PRO FORMA FINANCIAL STATEMENTS
VIPC CORPORATION (VIPC)
BEACH COUCH, INC. (BEACH)
PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED)
<TABLE>
<S> <C>
Pro Forma Financial Statements:
Balance Sheet P-2
Statements of Operations P-3
Notes to Pro Forma Financial Statements P-4
</TABLE>
P-1
<PAGE> 13
VIPC CORPORATION (VIPC)
BEACH COUCH, INC. (BEACH)
PRO FORMA BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
VIPC BEACH
June 30, June 30,
2000 2000 Adjustments Combined
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash $ -- $ 2,198 $ -- $ 2,198
---------- ---------- ---------- ----------
Total Current Assets -- 2,198 -- 2,198
Total Assets $ -- $ 2,198 $ -- $ 2,198
========== ========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable and accrued expenses $ 473 $ 2,000 $ -- $ 2,473
---------- ---------- ---------- ----------
Total Current Liabilities 473 2,000 -- 2,473
Total Liabilities 473 2,000
Stockholders' Equity (Deficit)
Common stock 3 422 (1) (422)
(1) 2,797 2,800
Additional paid-in capital 2,997 17,888 (1) (17,888)
(1) (2,997) --
Accumulated (deficit) (3,473) (18,112)(1) 18,510 (3,075)
---------- ---------- ---------- ----------
Total Stockholders' Equity (Deficit) (473) 198 -- (275)
---------- ---------- ---------- ----------
Total Liabilities and Stockholders' Equity (Deficit) $ -- $ 2,198 $ -- $ 2,198
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the proforma financial
statements.
P-2
<PAGE> 14
VIPC CORPORATION (VIPC)
BEACH COUCH, INC. (BEACH)
PRO FORMA STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
VIPC BEACH
Period Ended Six Months
June 30, Ended June Pro Forma Pro Forma
2000 30, 2000 Adjustments Combined
-------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenue $ -- $ -- $ -- $ --
-------------- ------------- ------------- -------------
Operating Expenses 3,473 336 -- 3,809
-------------- ------------- ------------- -------------
Net (Loss) $ (3,473) $ (336) $ $ (3,809)
============== ============= ============= =============
Net (Loss) per Common Share $ nil
=============
Weighted Average Number of
Common Shares Outstanding 28,002,500
=============
</TABLE>
The accompanying notes are an integral part of the proforma financial
statements.
P-3
<PAGE> 15
VIPC CORPORATION (VIPC)
BEACH COUCH, INC. (BEACH)
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(Unaudited)
(1) General
On June 30, 2000, BEACH issued 20,000,000 shares of its common stock
pursuant to the acquisition of 80% of VIPC. This business combination
will be accounted for as a reverse acquisition of BEACH by VIPC.
(2) Pro Forma Information
The pro forma financial statements give effect to the acquisition of
VIPC by BEACH as if the acquisition had taken place at the beginning of
the respective periods.
(3) Pro Forma Adjustments
(1) This entry gives effect to eliminating VIPC stockholders'
equity and issuing 20,000,000 shares of BEACH common stock
pursuant to the VIPC business combination agreement with the
shares recorded at the predecessor cost of the assets of VIPC.
The 20,000,000 shares issued for VIPC approximated 71% of the
issued and outstanding shares of BEACH.
P-4
