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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A-1
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from: ____________ to ______________
Commission file number: 0-25747
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VIPC COMMUNICATIONS, INC.
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(Name of small business issuer as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 33-0812709
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(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
94 RUE DE LAUSANNE, CH1202, GENEVA, SWITZERLAND N/A
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(Address of principal executive offices) (Zip Code)
</TABLE>
Issuer's telephone number: 011-41-22-9000000
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BEACH COUCH, INC.
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(Former name, former address and former fiscal year, if changed
since last report)
Securities registered under Section 12(b) of the Exchange Act: NONE
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Securities registered under Section 12(g) of the Exchange Act: COMMON STOCK
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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 for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response 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/A-1 or any amendment to this Form 10-KSB/A-1. [ ]
State issuer's revenues for its most recent fiscal year. $17,786.
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As of November 3, 2000 the aggregate market value of the voting stock
held by non-affiliates, approximately 14,972,500 shares of Common Stock, was
approximately $10,480,750 based on an average of the bid and ask prices of
approximately $0.70 per share of Common Stock on such date.
The number of shares outstanding of the issuer's Common Stock, $.0001
par value, as of November 3, 2000 was 29,902,500 shares.
DOCUMENTS INCORPORATED BY REFERENCE: ___________.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [ X ]
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PART I
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On March 30, 2000, VIPC Communications, Inc., formerly Beach Couch,
Inc., (the "Company") filed its Form 10-KSB, for fiscal year ended December 31,
1999 (the "Form 10-KSB") with the Securities and Exchange Commission (the
"SEC"). Although all of the information contained in the Form 10-KSB was correct
as of December 31, 1999, it was erroneously filed bearing the electronic
signature of Edward F. Myers, III, as President of the Company. However, Mr.
Myers had resigned his position in that capacity on March 20, 2000 before the
filing of the Form 10-KSB. Michael Harrop was the President of the Company at
the time the Form 10-KSB was filed with the SEC and the filing should have been
made bearing Mr. Harrop's electronic signature. This Form 10-KSB/A-1 is being
filed with the SEC as a corrective amendment. Additionally, in the interest of
providing updated information, Items 9 and 11 are hereby amended in the interest
of providing current information regarding the officers, directors and
beneficial owners (over 5%) of the Company.
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.
As of December 31, 1999, the information concerning the directors and
executive officers as stated in the Form 10-KSB filed March 30, 2000 is correct.
As of the date of filing this amended report, the directors and executive
officers of the Company, their ages, positions in the Company, the dates of
their initial election or appointment as director or executive officer, and the
expiration of the terms as directors were, and are, as follows:
<TABLE>
<CAPTION>
Name Age Position Director Since
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<S> <C> <C> <C>
Zhang Lebing 50 Chief Executive Officer and Director June 29, 2000
Michael Harrop 54 President and Director March 20, 2000
Fan XinXiang 39 Treasurer and Director June 29, 2000
Benny Li 37 Secretary and Director April 26, 2000
</TABLE>
The Company's directors are elected at the annual meeting of
stockholders, or via an appropriate shareholder consent, and hold office until
their successors are elected and qualified. The Company's officers are appointed
annually by the Board of Directors and serve at the pleasure of the Board.
ZHANG LEBING has been Chairman of the Board and Chief Executive Officer
of the Company since June 29, 2000. Mr. Zhang Lebing has 20 years of experience
of IT technology and management. From 1996 to the present, he has worked with
Internet networks and telecommunications in ChengDu Jiabin, China. From 1992 to
1996, he was involved in paging systems in Moscow and St. Petersburg, Russia.
During the period of time from 1985 to 1989 he worked with computer testing and
control systems in Sichuan, China. From 1980 to 1985, Zhang Lebing was involved
in computer engineering applications at the ChengDu Institute of Computer
Application, Chinese Academy of Science, ChengDu, China. During the period from
1990 to 1992, he was a visiting Scholar at the University of Regina,
Saskatchewan, Canada and from 1977 to 1980, Zhang Lebing was an undergraduate at
Nankai University, Tianjin, China studying Engineering Control.
MICHAEL HARROP has been President and Director of the Company since
March 20, 2000. Mr. Harrop is President of Harrop, Lees, Brown & Co. in Geneva
Switzerland and for the past five years has been involved in venture capital
activities. He is a director of Century Milestone S&T Co., Ltd., Advanced
Lumitech, Inc. and Forlink Software Corporation, Inc. Mr. Harrop was educated
at Cambridge University.
FAN XINXIANG has been the Treasurer and Director of the Company since
June 29, 2000. Ms. Fan Xinxiang has 10 years of marketing experience including
working in Russia for 5 years and has accumulated extensive experience in
developing overseas communications markets. From 1996 until the present, she has
been involved in marketing in ISP (Internet) and IP Telephony in ChengDu Jiabin,
China. Additionally from 1992 until 1996, she was involved in marketing and
management with paging systems in Moscow and St. Petersburg, Russia. During the
period from 1987 to 1995, she worked in the field of computer testing and
control systems in Textile Systems in Sichuan, China. Lastly, from 1983 until
1986 Fan Xinxiang was involved in computer applications in a textile factory in
Sichuan, China. She attended the University of Sichuan Televison from 1980 until
1983.
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BENNY LI has been Secretary and Director of the Company since April 26,
2000. Since 1997, Mr. Li has been the Beijing representative of Jason
Investment, Inc. in Toronto Canada. From 1995 until 1997, he was the Beijing
representative of HK Polstex Engineering, Inc. in Hong Kong. For the period
covering 1989 to 1994, Mr. Li was the China representative of Margeta
Investments, Inc. in Vancouver Canada
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
Michael Harrop, by virtue of the unlimited personal guarantee accorded
by him to Harrop & Cie. S.A., (formerly HF Trade & Finance S.A.) a Swiss venture
capital company that became insolvent subsequent to having acted as guarantor of
certain investments, underwent bankruptcy proceedings during 1994 in the
District of Nyon, Switzerland. The bankruptcy procedure was closed without
complaint or suit on December 22, 1995 by order of the President of the Tribunal
of the District of Nyon, Switzerland.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of November 3, 2000, the stock
ownership of each person known to the Company to be the beneficial owner of five
percent (5%) or more of the Company's Common Stock, each executive officer and
director individually and all executive officers and directors of the Company as
a group.
<TABLE>
<CAPTION>
Percent Owned
Name and Address of Amount and Nature of Beneficially and
Beneficial Owner Beneficial Ownership Of Record
(3) (1) (2)
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<S> <C> <C>
Zhang Lebing (4) 3,750,000 13.4%
No. 1, Bei Jiao Chang Hou St.
Chengdu, China
Michael Harrop (4)(5) 500,000 1.8%
94 Rue de Lausanne, CH1202
Geneva, Switzerland
Fan XinXiang (4) 3,750,000 13.4%
No. 1, Bei Jiao Chang Hou St.
Chengdu, China
Benny Li (4) 5,030,000 18.0%
1011 Building A
Everbright ChangAn, No. 7
JianGuoMenNei Dajie
Beijing, China
YNOT China, Inc. 3,000,000 10.7%
116 Main Street, 2nd Floor
Road Town, Tortola BVI
All officers and directors of 13,030,000 46.5%
the Company as a group (four
persons)
</TABLE>
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(1) Unless otherwise indicated, all shares are directly owned and
investing power is held by the persons named in the table.
(2) Based upon 28,002,500 shares of Common Stock outstanding as of
November 3, 2000.
(3) Each individual named in the table is an officer or director
of the Company.
(4) All of the shares of Common Stock held by officers, directors
and principal shareholders listed above are "restricted
securities" and, as such, are subject to limitations on
resale. The shares may be sold pursuant to Rule 144 of the
Securities Act of 1933, as amended, under certain
circumstances.
(5) Includes shares of Common Stock held by Harrop, Lees, Brown &
Co. of which Michael Harrop is the President and Director.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: November 10, 2000
VIPC COMMUNICATIONS, INC.
By: /s/ Michael Harrop
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Michael Harrop, President, Chief
Financial and Accounting Officer
and Director
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
By: /s/ Michael Harrop
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Michael Harrop, President, Chief
Financial and Accounting Officer
and Director
Date: November 10, 2000
By: /s/ Zhang Lebing
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Zhang Lebing, Chief Executive
Officer and Director
Date: November 10, 2000
By: /s/ Fan XinXiang
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Fan XinXiang, Treasurer and
Director
Date: November 10, 2000
By: /s/ Benny Li
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Benny Li, Secretary and Director
Date: November 10, 2000
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