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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Original Report (Date of earliest event reported): April 26, 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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4190 Bonita Road, #105, Bonita, CA 91902
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(Former name or former address, if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT
On May 5, 2000, the Registrant filed a current report on Form 8-K to
report a change in control and Agreement and Plan of Reorganization to acquire
Elawenglish.com, Inc. (formerly Elawchina.com, Inc.) a British Virgin Islands
corporation ("Elaw").
As a result of an amendment (described in Item 2, below) to the
Agreement and Plan of Reorganization to acquire Elaw, the acquisition will not
result in a change in control of the Registrant as originally contemplated.
Benny Li, Cocal, Inc. and Roland Shi each resigned from their positions as
officers and directors of the Registrant.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
AGREEMENT AND PLAN OF REORGANIZATION. On April 26, 2000, the Registrant
executed an Agreement and Plan of Reorganization ("Agreement") with Elaw and
certain Stockholders of Elaw pursuant to which 100% of the issued and
outstanding shares of common stock of Elaw (20,000,000 shares), held by the
three persons identified below, were exchanged on a one share for one share
basis for an aggregate of 20,000,000 shares of restricted common stock of the
Registrant.
On June 29, 2000, Registrant and Elaw amended the original Agreement
(the "Amendment") as a result of an amendment to a marketing contract between
Elaw and Beijing Elawchina Network Technology Co., Ltd. The amended marketing
contract no longer provides Elaw an exclusive marketing license and Elaw no
longer has the option to purchase 100% of the assets of Beijing Elawchina. Elaw
will continue to sell, market, and distribute non-Chinese translations of the
contents of Beijing Elawchina's legal educational and consulting information
network.
Under the terms of the Amendment, the 20 million shares of common stock
issued to the stockholders of Elaw in exchange for 100% of the issued and
outstanding common stock of Elaw was cancelled, and instead 100,000 shares of
common stock of the Registrant was issued pursuant to the Amendment.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired. As a result of the
Amendment, the acquisition of Elaw is not deemed to involve a significant amount
of assets and therefore the financial statements of Elaw are not required.
(b) Pro Forma Financial Information. As a result of the Amendment, the
acquisition of Elaw is not deemed to involve a significant amount of assets and
therefore the pro forma financial information of Elaw is not required.
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(c) Exhibits. The following exhibits are furnished in accordance with
the provisions of Item 601 of Regulation S-B.
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization between
Beach Couch, Inc., Elawchina.com, Inc. and
the individual shareholders of
Elawchina.com, Inc.("Benny Li, Cocal, Inc.
and Roland Shi"), dated April 26, 2000
(Incorporated by reference to Exhibit 2.1 of
Beach Couch's Form 8-K (file no. 0-25747)
filed May 5, 2000).
2.2 Amendment to Agreement and Plan of
Reorganization between Beach Couch, Inc.,
Elawchina.com, Inc. and the individual
shareholders of Elawchina.com, Inc.("Benny
Li, Cocal, Inc. and Roland Shi"), dated June
29, 2000 (filed herewith).
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 Beach Couch's Form 8-K (file no.
0-25747) filed May 5, 2000).
10.2 Amendment to International Distribution
Agreement between Beijing Elawchina Network
Technology Co., Ltd. and Elawchina.com,
Inc., dated June 29, 2000 (filed herewith).
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
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Michael A.J. Harrop, President
Date: July 14, 2000
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization between
Beach Couch, Inc., Elawchina.com, Inc. and
the individual shareholders of
Elawchina.com, Inc.("Benny Li, Cocal, Inc.
and Roland Shi"), dated April 26, 2000
(Incorporated by reference to Exhibit 2.1 of
Beach Couch's Form 8-K (file no. 0-25747)
filed May 5, 2000).
2.2 Amendment to Agreement and Plan of
Reorganization between Beach Couch, Inc.,
Elawchina.com, Inc. and the individual
shareholders of Elawchina.com, Inc.("Benny
Li, Cocal, Inc. and Roland Shi"), dated June
29, 2000 (filed herewith).
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 Beach Couch's Form 8-K (file no.
0-25747) filed May 5, 2000).
10.2 Amendment to International Distribution
Agreement between Beijing Elawchina Network
Technology Co., Ltd. and Elawchina.com,
Inc., dated June 29, 2000 (filed herewith).
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