<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________ to ______________
Commission file number: 0-25747
BEACH COUCH, INC.
--------------------------------------------------------------------------------
(Exact name of small business issuer as specified in it charter)
<TABLE>
<S> <C>
DELAWARE 33-0812709
-----------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
</TABLE>
94 RUE DE LAUSANNE, CH1202, GENEVA, SWITZERLAND
--------------------------------------------------------------------------------
(Address of principal executive offices)
011-41-22-9000000
---------------------------
(issuer's telephone number)
4190 BONITA ROAD, SUITE 105, BONITA, CA 91902
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if
changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the issuer filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: AS OF JUNE 9, 2000, THE ISSUER HAD
42,227,500 SHARES OF COMMON STOCK, $.0001 PAR VALUE, OUTSTANDING.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION PAGE
----
<S> <C>
ITEM 1. FINANCIAL STATEMENTS.
Beach Couch, Inc. and Subsidiary
March 31, 2000 and 1999 2
INDEPENDENT ACCOUNTANT'S REPORT F-1
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets as of
March 31, 2000 and 1999 F-2 - F-3
Consolidated Statements of Operations
for the Three Months Ended March 31, 2000 and 1999 F-4
Consolidated Statements of Changes in Stockholders' Equity for
the period from June 4, 1998 (date of inception) to
March 31, 2000 F-5
Consolidated Statements of Cash Flows
for the periods ended March 31, 2000 and 1999 F-6
Notes to Consolidated Financial Statements F-7 - F-8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS 3
PART II - OTHER INFORMATION 4
SIGNATURES 6
</TABLE>
1
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
BEACH COUCH, INC. AND SUBSIDIARY
FINANCIAL STATEMENTS
MARCH 31, 2000 AND 1999
2
<PAGE> 4
ARMANDO C. IBARRA
CERTIFIED PUBLIC ACCOUNTANTS
(A PROFESSIONAL CORPORATION)
Armando C. Ibarra, C.P.A. Members of the California Society of
Armando Ibarra, Jr., C.P.A. Certified Public Accountants
To the Board of Directors of
Beach Couch, Inc. and Subsidiary:
We have reviewed the accompanying balance sheets of Beach Couch, Inc. and
subsidiary (collectively, the Company) as of March 31, 2000 and 1999 and the
related statements of income, changes in stockholders' equity, and cash flows
for the three months then ended, in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants. All information included in these financial statements is
the representation of the management of Beach Couch, Inc.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
Our review was made for the purpose of expressing limited assurance that there
are not material modifications that should be made to the financial statements
in order for them to be in conformity with generally accepted accounting
principles.
/s/ Armando C. Ibarra
---------------------------
Armando C. Ibarra, CPA
Chula Vista, CA
June 6, 2000
F-1
<PAGE> 5
BEACH COUCH, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2000 AND 1999
--------------------------------------------------------------------------------
ASSETS
<TABLE>
<CAPTION>
2000 1999
------- -------
<S> <C> <C>
CURRENT ASSETS
Cash $ 2,198 $ 9,257
------- -------
TOTAL CURRENT ASSETS 2,198 9,257
FURNITURE AND EQUIPMENT NET
Machinery and Equipment 0 460
------- -------
TOTAL FURNITURE AND EQUIPMENT NET 0 460
OTHER ASSETS
Investment in Subsidiary 0 615
------- -------
TOTAL OTHER ASSETS 0 615
------- -------
TOTAL ASSETS $ 2,198 $10,332
======= =======
</TABLE>
F-2
SEE ACCOMPANYING NOTES AND ACCOUNTANT'S REPORT
<PAGE> 6
BEACH COUCH, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2000 AND 1999
--------------------------------------------------------------------------------
LIABILITIES & STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
CURRENT LIABILITIES:
Stockholder loan $ 0 $ 1,500
-------- --------
TOTAL CURRENT LIABILITIES 0 1,500
-------- --------
TOTAL LIABILITIES 0 1,500
STOCKHOLDERS' EQUITY:
Preferred Stock, $.0001 par value, 20,000,000 shares
authorized, none issued and outstanding
Common Stock, $.0001 par value, 50,000,000 shares
authorized, $4,222,750 and 100,000 issued and
outstanding for 2000 and 1999, respectively 422 10
Additional Paid-in Capital 17,888 90
Stock to be Issued 0 10,947
Retained Earnings (Deficit) (16,112) (2,215)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 2,198 8,832
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 2,198 $ 10,332
======== ========
</TABLE>
F-3
SEE ACCOMPANYING NOTES AND ACCOUNTANT'S REPORT
<PAGE> 7
BEACH COUCH, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
MARCH 31, 2000 AND 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
REVENUES
REVENUES $ 0 $ 1,486
----------- -----------
TOTAL NET REVENUES 0 1,486
COST OF SALES
COST 0 553
----------- -----------
TOTAL COST 0 553
----------- -----------
GROSS PROFIT 0 933
GENERAL & ADMINISTRATIVE EXPENSES 211 3,148
----------- -----------
OPERATING INCOME (LOSS) (211) (2,215)
OTHER INCOME (EXPENSES)
Gain on sale of subsidiary stock holdings 9,062 0
Operating losses by subsidiary (7,187) 0
----------- -----------
TOTAL OTHER INCOME (EXPENSES) 1,875 0
----------- -----------
NET INCOME/ (LOSS) $ 1,664 $ (2,215)
----------- -----------
Weighted Average Common Shares Outstanding 4,222,750 100,000
----------- -----------
Earnings (losses) Per Share $ 0.0004 $ (0.0222)
=========== ===========
</TABLE>
F-4
SEE ACCOMPANYING NOTES AND ACCOUNTANT'S REPORT
<PAGE> 8
BEAH COUCH, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FROM INCEPTION (JUNE 4, 1998) TO MARCH 31, 2000
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
DECEMBER 31, 1998 COMMON STOCK ADDITIONAL STOCK TO STOCK RETAINED TOTAL
SHARES AMOUNT PAID-IN BE ISSUED SUBSCRIPTIONS EARNINGS STOCKHOLDERS'
CAPITAL RECEIVABLE (DEFICIT) EQUITY
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, JUNE 4, 1998 0 $0 $0 $0 $0 $0 $0
Common stock issued for
purchases of subsidiary 100,000 10 90 0 100
Prodeeds received on stock
to be issued 17,820 0 17,820
Common stock to be issued
to company directors 390 (390) 0 0
Net loss for year (5,931) (5,931)
---------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1998 100,000 $10 $90 $18,210 ($390) ($5,931) $11,989
Common stock issued 222,750 22 17,798 (17,820) 0
Common stock issued 3,900,000 390 (390) 390 390
Additional paid-in capital 13,000 13,000
Net loss for year (24,199) (24,199)
---------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1999 4,222,750 422 30,888 0 0 (30,130) 1,180
---------------------------------------------------------------------------------------------------
Record sale of subsidiary (13,000) 12,354 (646)
Net income for the quarter ended
3/31/2000 1,664 1,664
---------------------------------------------------------------------------------------------------
BALANCE, MARCH 31, 2000 4,222,750 422 17,888 0 0 (16,112) 2,198
===================================================================================================
</TABLE>
F-5
SEE ACCOMPANYING NOTES AND ACCOUNTANT'S REPORT
<PAGE> 9
BEACH COUCH INC., AND SUBSIDIARY
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss) $ 1,664 $ (2,215)
Adjustments to reconcile net loss to cash used in operations:
Decrease in investment in subsidiary 100 0
-------- --------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 1,764 (2,215)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment 0 460
-------- --------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES 0 460
CASH FLOWS FROM FINANCING ACTIVITIES
Contributions by investors 0 11,012
-------- --------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 0 11,012
-------- --------
NET INCREASE (DECREASE) IN CASH 1,764 9,257
CASH AT BEGINNING OF YEAR 434 0
-------- --------
CASH AT END OF YEAR $ 2,198 $ 9,257
======== ========
</TABLE>
F-6
SEE ACCOMPANYING NOTES AND ACCOUNTANT'S REPORT
<PAGE> 10
BEACH COUCH, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 & 1999
A. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
ORGANIZATION
Beach Couch, Inc., a Delaware corporation (the Company) was incorporated on June
4, 1998. Through its subsidiary (California Beach Couch) the Company developed a
unique, low to the ground, two-person beach chair, and planned to sale directly
to the public and through distributors.
In an action taken by The Company's majority shareholders, effective March 6,
2000, the Company sold its wholly owned subsidiary (California Beach Couch) to
Mr. Edward F. Myers III. In a subsequent event dated April 26, 2000 (Note F) The
Company acquired 100% of the outstanding stock of ELAWCHINA.COM.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include Beach Couch, Inc., and its wholly
owned subsidiary, California Beach Couch, Inc., which was incorporated in
California on May 19, 1998. All significant intercompany balances and
transactions have been eliminated in consolidation.
USE OF ESTIMATES
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, disclosure or contingent
assets and liabilities, and reported amounts of revenues and expenses. Actual
results could differ from those estimates.
CASH AND CASH EQUIVALENTS
For the purposes of the statement of cash flows, the Company considers all
investments with a maturity of three months or less to be cash equivalents.
INVENTORY
Inventory is stated at the lower of cost (first-in, first-out) or net realizable
value, and consists of materials and labor.
ACCOUNTING FOR BUSINESS COMBINATIONS
The acquisition of California Beach Couch, Inc. was recorded as a purchase in
accordance with Accounting Principle Board Opinion No. 16 (APB No. 16) Business
Combinations. The disposition of California Beach Couch, Inc. was handled as an
equity method transaction.
F-7
<PAGE> 11
BEACH COUCH, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 & 1999
EARNINGS PER SHARE
Earnings per share are provided in accordance with Statement of Financial
Accounting Standards No.128 (FAS No. 128) Earnings Per Share. Due to the
Company's simple capital structure, with only common stock outstanding, only
basic earnings per share is presented. Basic earnings per share are computed by
dividing earnings available to common stockholders by the weighted average
number of common shares outstanding plus the weighted average of common stock to
be issued during the period. In 1998, the Company recorded a stock issuance of
3,900,000 for a receivable of $390. The receivable was paid in January 1999.
INCOME TAXES
Income taxes are provided in accordance with Statement of Financial accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
B. ACQUISITION:
On June 5, 1998, the Company authorized the issuance of 100,000 shares of Beach
Couch, Inc. common stock at par value of $.0001 to acquire 100% of the
outstanding shares of California Beach Couch, Inc. valued at $100 by the Board
of Directors. The purchase of shares has been recorded using the purchase method
of accounting. At the date of the transaction, California Beach Couch, Inc. had
no assets or liabilities. At the date of acquisition, the President of
California Beach Couch, Inc. was also the President of the Company.
C. STOCKHOLDERS EQUITY:
On June 5, 1998, the Board of Directors authorized the issuance of 400,000
common shares at $.08 per share through a Section 504 (Reg. D) offering. As of
December 31, 1998, the Company had received cash for 222,750 shares but such
shares had not been issued. Cash received on common stock to be issued is
presented as Stock to be issued on the accompanying consolidated balance sheet.
The stock issuance was completed in 1999. Also in 1999 there was an additional
3,900,000 shares issued. Stockholders also contributed an additional 13,000 in
1999.
D. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes and interest during the period ended March 31, 2000
were as follows:
Income taxes $ 800
Interest 34
F-8
<PAGE> 12
BEACH COUCH, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 & 1999
E. INCOME TAXES:
The Company's total deferred tax asset at March 31, 2000 is as follows:
Net operating loss carryforward $ 2,417
Valuation allowance (2,417)
-------
$ -0-
The Company has a net operating loss caryforward of $16,112 which, if not
utilized, will completely expire in 2014. It is reasonably possible that the
Company's estimate of valuation allowance will change.
F. SUBSEQUENT EVENT:
On April 26, 2000 the Company executed an Agreement and Plan of Reorganization
with Elawchina.com, Inc. This wholly stock transaction resulted in Elawchina.com
becoming a wholly owned subsidiary. Elawchina.com has an exclusive marketing
contract with Beijing Elawchina Network Technology Co., to develop subscription
service marketing programs for access to the English translation pages of the
Elawchina.com web pages. Beijing Elawchina Network Technology Co. has developed
the only interactive English/Chinese translation of the Chinese legal database.
F-9
<PAGE> 13
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
The Company had no operations during the periods covered by this
report.
Effective March 6, 2000, the Company's wholly owned subsidiary,
California Beach Couch, Inc. (the "Subsidiary") was sold to Edward F. Myers III
for the total sum of $5,000 by resolution of a majority of shareholders. At the
time of the transaction, Mr. Myers was president and a Director of the Company
and the Subsidiary and was not one of the majority shareholders who voted on the
shareholder resolution. The purchase price was determined by arms length
negotiations between Mr. Myers and the majority shareholders.
Subsequent to the period covered by this report, the following
occurred:
The Board of Directors of the Company approved a ten (10) to one (1)
forward stock split effective April 4, 2000. All of the Company's shareholders
of record as April 3, 2000 received ten shares of common stock for each share
held. Approval of the Company's shareholders was not required for the forward
stock split.
On April 26, 2000, the Company executed an Agreement and Plan of
Reorganization with Elawchina.com, Inc. ("Elaw") and certain stockholders of
Elaw pursuant to which 100% of the 20,000,000 issued and outstanding shares of
Elaw's common stock held by certain stockholders are to be exchanged on a one
for one share basis for an aggregate of 20,000,000 shares of restricted common
stock of the Company. By virtue of the reorganization, Elaw becomes a subsidiary
of the Company, and the Company will continue to operate through its newly
acquired subsidiary.
3
<PAGE> 14
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - None.
ITEM 2. CHANGES IN SECURITIES
The Board of Directors of the Company approved a ten (10) to one (1)
forward stock split effective April 4, 2000. All of the Company's shareholders
of record as April 3, 2000 received ten shares of common stock for each share
held. An amendment to the Company's Articles of Incorporation was not required
regarding this forward stock split.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
Effective March 6, 2000, the Company's wholly owned subsidiary,
California Beach Couch, Inc.( the "Subsidiary") was sold to Edward F. Myers III
for the total sum of $5,000 by resolution of a majority of the shareholders. At
the time of the transaction, Mr. Myers was president and a Director of the
Company and the Subsidiary and was not one of the majority shareholders who
voted on the shareholder resolution. The purchase price was determined by arms
length negotiations between Mr. Myers and the majority shareholders
ITEM 5. OTHER INFORMATION - None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: Exhibit Number and Brief Description
2.1 Agreement and Plan of Reorganization between the Company,
Elawchina.com, Inc. and the individual shareholders of
Elawchina.com, Inc. (Incorporated by reference to Exhibit 2.1
of the Company's current report on Form 8-K dated April 26,
2000 and filed May 5, 2000.)
3.1 Articles of Incorporation of Company and Amendments
(Incorporated by reference to the Company's Form 10-SB
(Commission File No. 0-25747.)
3.2 Bylaws (Incorporated by reference to the Company's Form 10-SB
(Commission File No. 0-25747.)
10.1 International Distribution Agreement between Beijing Elawchina
Network Technology Co., Ltd. and Elawchina.com, Inc. dated
March 14, 2000 (Incorporated by reference to Exhibit 10.1 of
the Company's current report on Form 8-K dated April 26, 2000
and filed May 5, 2000.)
27 Financial Data Schedule. (Filed herewith.)
(b) Reports on Form 8-K
(1) On March 10, 2000, the Company filed a current report on Form 8-K
announcing the resignation of its certified public accountants and the
disposition of its wholly owned subsidiary. On March 1, 2000, the Company was
notified that that its certifying accountant, Harlan & Boettger, LLP would not
be available to stand for re-election at it next annual shareholders meeting. It
was the Company's understanding that Harlan & Boettger, LLP no longer does
audits for publicly traded companies. Effective March 6, 2000, the Company's
wholly owned subsidiary, California Beach Couch, Inc. (the "Subsidiary") was
sold to Edward F. Myers III for the total sum of $5,000 by resolution of a
majority of the shareholders. At the time of the transaction, Mr. Myers was
president and a Director of the Company and the Subsidiary and was not one of
the majority shareholders who voted on the shareholder resolution. The purchase
price was determined by arms length negotiations between Mr. Myers and the
majority shareholders.
4
<PAGE> 15
(2) The Company filed a current report on Form 8-K/A dated May 1, 2000
containing a letter from the Company's former certified public accountants,
Harlan & Boettger, LLP ("H&B"), certifying that there were no disagreements
between the Company and H&B regarding accounting principals or disclosures upon
their resignation as the Company's accountants. Furthermore, H&B agree with the
content of Item 4 on Form 8-K filed on March 10, 2000.
(3) On May 5, 2000, the Company filed a current report on Form 8-K to
announce the closing of the acquisition of Elawchina. com, Inc. ("Elaw"), a
British Virgin Islands corporation, and the resulting change in control of the
Company. Elaw provides a method to help overseas lawyers understand and enter
the Chinese legal market. Elaw has entered into an exclusive worldwide marketing
contract with Beijing Elawchina Network Technology Co., Ltd. to develop
subscription service marketing programs for access to the English translation
pages of the Elaw web pages.
On April 26, 2000, the Company executed an Agreement and Plan of
Reorganization with Elaw and certain stockholders of Elaw pursuant to which 100%
of the 20,000,000 issued and outstanding shares of Elaw's common stock held by
certain stockholders are to be exchanged on a one for one share basis for an
aggregate of 20,000,000 shares of restricted common stock of the Company. By
virtue of the reorganization, Elaw becomes a subsidiary of the Company, and the
Company will continue to operate through its newly acquired subsidiary.
In connection with the acquisition of Elaw, all of the former directors
and officers of the Company resigned their positions. The new directors and
officers consist of Roland Shi as Chairman, CEO and a Director; Benny Li as
Secretary, Treasurer and a Director; and Michael A.J. Harrop as a Director. Mr.
Harrop is also acting as President until the next meeting of the Board of
Directors, at which time he will resign from that position.
5
<PAGE> 16
SIGNATURES
In accordance with the requirements of the Exchange Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BEACH COUCH, INC.
By: /s/ Michael Harrop
------------------------------------
Michael Harrop, President and
Chief Financial and Accounting Officer
Date: June 14, 2000
6
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER BRIEF DESCRIPTION
------ -----------------
<S> <C>
2.1 Agreement and Plan of Reorganization between the Company,
Elawchina.com, Inc. and the individual shareholders of
Elawchina.com, Inc. (Incorporated by reference to Exhibit 2.1
of the Company's current report on Form 8-K dated April 26,
2000 and filed May 5, 2000.)
3.1 Articles of Incorporation of Company and Amendments
(Incorporated by reference to the Company's Form 10-SB
(Commission File No. 0-25747.)
3.2 Bylaws (Incorporated by reference to the Company's Form 10-SB
(Commission File No. 0-25747.)
10.1 International Distribution Agreement between Beijing Elawchina
Network Technology Co., Ltd. and Elawchina.com, Inc. dated
March 14, 2000 (Incorporated by reference to Exhibit 10.1 of
the Company's current report on Form 8-K dated April 26, 2000
and filed May 5, 2000.)
27 Financial Data Schedule. (Filed herewith.)
</TABLE>
