<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 September 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________ to ______________
Commission file number:
VIPC COMMUNICATIONS, 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)
BEACH COUCH, INC.
--------------------------------------------------------------------------------
(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 NOVEMBER 17, 2000, THE ISSUER
HAD 29,902,500 SHARES OF COMMON STOCK, $.0001 PAR VALUE, OUTSTANDING.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE> 2
VIPC COMMUNICATIONS, INC.
(FORMERLY BEACH COUCH, INC.)
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION PAGE
<S> <C>
ITEM 1. FINANCIAL STATEMENTS. F-1
INDEPENDENT ACCOUNTANT'S REPORT F-2
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets as of September 30, 2000 and 1999 F-3 - F-4
Consolidated Statements of Operations for the Nine
Months Ended September 30, 2000 and 1999 F-5
Consolidated Statement of Changes in Stockholders Equity
for the period from June 4, 1998 (date of inception)
to September 30, 2000 F-6
Consolidated Statements of Cash Flows for the periods ended
September 30, 2000 and 1999 F-7
Notes to Consolidated Financial Statements F-8 - F-10
ITEM 2. PLAN OF OPERATION 2
PART II - OTHER INFORMATION 4
SIGNATURES 6
</TABLE>
1
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
VIPC COMMUNICATIONS, INC.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999
F-1
<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
VIPC Communications, Inc.
We have reviewed the accompanying balance sheets of VIPC Communications Inc.
(formerly Beach Couch, Inc.) and subsidiaries (collectively, the Company) as of
September 30, 2000 and 1999 and the related statements of income, changes in
stockholders' equity, and cash flows for the nine 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 VIPC Communications, 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/ Armondo C. Ibarra
------------------------------------------
Armando C. Ibarra, CPA
Chula Vista, CA
November 17, 2000
F-2
<PAGE> 5
VIPC COMMUNICATIONS, INC.
(FORMERLY BEACH COUCH, INC.)
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2000 AND 1999
<TABLE>
<CAPTION>
ASSETS
2000 1999
------ -------
<S> <C> <C>
CURRENT ASSETS
Cash $ 198 $ 685
Accounts receivable 5,882
Inventory 777
------ -------
TOTAL CURRENT ASSETS 198 7,344
FURNITURE AND EQUIPMENT NET
Machinery and Equipment 0 2,937
------ -------
TOTAL FURNITURE AND EQUIPMENT NET 0 2,937
OTHER ASSETS
Investment in Subsidiaries 2,010 0
------ -------
TOTAL OTHER ASSETS 2,010 0
------ -------
TOTAL ASSETS $2,208 $10,281
====== =======
</TABLE>
See Accompanying Notes and Accountant's Report
F-3
<PAGE> 6
VIPC COMMUNICATIONS, INC.
(FORMERLY BEACH COUCH, INC.)
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2000 AND 1999
LIABILITIES & STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 2,000 $ 12,937
Income tax payable 0 850
Stockholder loan 0 1,500
-------- --------
TOTAL CURRENT LIABILITIES 2,000 15,287
-------- --------
TOTAL LIABILITIES 2,000 15,287
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; 29,902,500 and 322,750 issued and
outstanding for 2000 and 1999, respectively 2,990 18,220
Additional Paid-in Capital 17,330 90
Stock to be Issued 0 (390)
Retained Earnings (Deficit) (20,112) (22,926)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 208 (5,006)
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 2,208 $ 10,281
======== ========
</TABLE>
See Accompanying Notes and Accountant's Report
F-4
<PAGE> 7
VIPC COMMUNICATIONS, INC.
(FORMERLY BEACH COUCH, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED FOR THE THREE MONTHS ENDED
---------------------------------- ----------------------------------
SEPT. 30, 2000 SEPT. 30, 1999 SEPT. 30, 2000 SEPT. 30, 1999
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
REVENUES:
Sales $ 0 $ 11,868 $ 0 $ 7,232
Cost of Sales 0 10,821 0 7,352
------------ --------- ------------ ---------
Gross Profit 0 1,047 0 (120)
General and Administrative Expenses 4,211 17,940 2,000 6,389
------------ --------- ------------ ---------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 4,211 17,940 2,000 6,389
OPERATING LOSS (4,211) (16,893) (2,000) (6,509)
OTHER INCOME (EXPENSES)
Depreciation & amortization expense 0 (102) 0 0
Gain on sale of subsidiary stock holdings 9,062 0 0 0
Operating losses by subsidiary (7,187) 0 0 0
------------ --------- ------------ ---------
TOTAL OTHER INCOME (EXPENSES) 1,875 (102) 0 0
------------ --------- ------------ ---------
NET (LOSS) $ (2,336) $ (16,995) $ (2,000) $ (6,509)
============ ========= ============ =========
Net loss per share $ (0.000) $ (0.098) $ (0.000) $ (0.037)
============ ========= ============ =========
Weighted average shares used
for net loss per share 16,926,780 174,250 16,926,780 174,250
============ ========= ============ =========
</TABLE>
See Accompanying Notes and Accountant's Report
F-5
<PAGE> 8
VIPC COMMUNICATIONS, INC.
(FORMERLY BEACH COUCH, INC.)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FROM INCEPTION (JUNE 4, 1998) TO SEPTEMBER 30, 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
Proceeds 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)
Stock split at ten for one 38,004,750 3,800 (3,800) 0
Issuance for ELAWCHINA 100,000 10 10
Issuance for VIPC Corporation 20,000,000 2,000 2,000
Cancellation of shares (32,425,000) (3,243) 3,243 0
Net loss for the nine months
ended 9/30/00 (2,336) (2,336)
----------- ------- -------- -------- ----- -------- --------
BALANCE, SEPTEMBER 30, 2000 29,902,500 2,990 17,330 0 0 (20,112) 208
=========== ======= ======== ======== ===== ======== ========
</TABLE>
See Accompanying Notes and Accountant's Report
F-6
<PAGE> 9
VIPC COMMUNICATIONS, INC.
(FORMERLY BEACH COUCH, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED FOR THE THREE MONTHS ENDED
------------------------------ ------------------------------
SEPT. 30, 2000 SEPT. 30, 1999 SEPT. 30, 2000 SEPT. 30, 1999
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS $(2,336) $(16,995) $ (2,000) $(6,509)
Depreciation expense -- 102 -- --
(INCREASE) DECREASE IN ASSETS :
Accounts receivable -- (5,882) -- (2,732)
Decrease in inventory -- 2,332 -- 2,332
Decrease in investment in subsidiary 100 -- -- --
INCREASE (DECREASE) IN LIABILITIES :
Accounts payable & taxes payable 2,000 12,937 -- 1,865
------- -------- -------- -------
NET CASH USED IN OPERATING ACTIVITIES (236) (7,506) (2,000) (5,044)
======= ======== ======== =======
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment and improvements -- (3,039) -- --
------- -------- -------- -------
NET CASH USED IN INVESTING ACTIVITIES -- (3,039) -- --
======= ======== ======== =======
------- -------- -------- -------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- -- -- --
======= ======== ======== =======
NET INCREASE (DECREASE) IN CASH (236) (10,545) (2,000) (5,044)
CASH AT BEGINNING OF PERIOD 434 11,230 2,198 5,729
------- -------- -------- -------
CASH AT END OF PERIOD $ 198 $ 685 $ 198 $ 685
======= ======== ======== =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash Paid During the Year for:
Interest (Net of amount capitalized) $ -- $ -- $ -- $ --
======= ======== ======== =======
Income Taxes $ -- $ -- $ -- $ --
======= ======== ======== =======
</TABLE>
See Accompanying Notes and Accountant's Report
F-7
<PAGE> 10
VIPC COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY BEACH COUCH, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 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 a subsidiary (California Beach Couch, Inc.) the Company had
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. Thus, the Company began exploring other business
opportunities. On July 25, 2000 the Company voted to adopt a change of the name
of the corporation. The name was changed to VIPC Communications, Inc. and the
appropriate filings were submitted with the state of Delaware and the Securities
Exchange Commission.
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 will sell, market, and
distribute non-Chinese translations of the contents of Beijing Elawchina's legal
educational and consulting information network.
On June 29, 2000 the Company executed an Agreement and Plan of Reorganization
with VIPC Corporation. This wholly stock transaction resulted in The Company
owning 80% of the outstanding stock of VIPC Corporation. VIPC (the subsidiary)
is a partner in a joint venture formed to exploit certain international
telecommunications opportunities in Asia.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include VIPC Communications, Inc. and its
subsidiaries, VIPC Corporation and Elawchina.com. 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.
F-8
<PAGE> 11
VIPC COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY BEACH COUCH, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 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.
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. ACQUISITIONS:
On June 5, 1998, the Company authorized the issuance of 100,000 shares of its
common stock with a 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.
B. ACQUISITIONS (CONTINUED):
At the date of acquisition, the President of California Beach Couch, Inc. was
also the President of the Company. Subsequently, the Company sold its shares in
California Beach Couch, Inc. to a now former shareholder. Recently the Company
has had other stock for stock acquisitions as outlined in Note 1.
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. In the current year the Company authorized a ten for one stock split.
Also, In 2000 the Company issued stock for its acquisitions (see Note 1) and had
some stock cancellations.
F-9
<PAGE> 12
VIPC COMMUNICATIONS, INC. AND SUBSIDIARIES
(FORMERLY BEACH COUCH, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
D. INCOME TAXES:
The Company's total deferred tax asset at September 30, 2000 is as follows:
<TABLE>
<S> <C>
Net operating loss carryforward $ 2,417
Valuation allowance (2,417)
-------
$ -0-
</TABLE>
The Company has a net operating loss carryforward 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-10
<PAGE> 13
ITEM 2. MANAGEMENT'S PLAN OF OPERATION.
The following plan of operation should be read in conjunction with the Company's
financial statements and notes thereto included elsewhere in this Form 10-QSB.
Except for the historical information contained herein, the discussion in this
Form 10-QSB contains certain forward looking statements that involve risks and
uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. The cautionary statements made in this Form 10-QSB
should be read as being applicable to all related forward-looking statements
wherever they appear in this Form 10-QSB. The Company's actual results could
differ materially from those discussed here.
Plan of Operation
To date, VIPC Communications, Inc. ("VPCM") has not developed any products or
provided services, but has recently entered into joint ventures with other
companies currently providing or developing products and services.
Through these joint ventures, VPCM seeks to provide new, high value technologies
to developing marketplaces worldwide. VPCM's initial focus is Voice over
Internet Protocol ("VoIP") telecommunications services. VPCM's joint venture
partner, ChengDu Jiabin Electronics Co. Ltd. ("Jiabin"), currently handles
approximately 4,000,000 minutes of international telecommunications traffic.
VPCM plans to distinguish itself from competitors by being first-to-market. VPCM
plans to achieve its first-to-market objective through strategic alliances and
the acquisition of companies that have the necessary governmental approvals or
existing business relationships in developing markets such as China, Thailand,
Russia and South Korea. In addition, VPCM will select the most attractive
markets with an existing customer base or the highest potential for immediate
sales penetration.
The VoIP system planned by VPCM is only part of its strategy in China. VPCM
recognizes that demand for communication services which exceed the capabilities
of traditional copper wire transmissions is rapidly increasing in China. Demand
for bandwidth consuming multimedia communications such as video-conferencing and
an increasing number of network users requires a high-speed, high-volume
communication network such as wireless IP.
There can be no assurance that VPCM will be able to continue as a going concern,
or achieve material revenues and profitable operations. VPCM requires additional
financing, and no assurances can be given that financing will be available to
VPCM in the amounts required, or that, if available, will be on terms
satisfactory to VPCM.
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, readers of this document and any document
incorporated by reference herein, are advised that this document and documents
incorporated by reference into this document contain both statements of
historical facts and forward looking statements. Forward looking statements are
subject to certain risks and uncertainties, which could cause actual results to
differ materially from those indicated by the forward looking statements.
Examples of forward looking statements include, but are not limited to (i)
2
<PAGE> 14
projections of revenues, income or loss, earning or loss per share, capital
expenditures, dividends, capital structure and other financial items, (ii)
statements of the plans and objectives of the Company or its management or Board
of Directors, including the introduction of new products, or estimates or
predictions of actions by customers, suppliers, competitors, or regulatory
authorities, (iii) statements of future economic performance, (iv) statements
about plans of the Company or its management or Board of Directors to raise
capital to fund the Company's business operations and its acquisitions, and (v)
statements of assumptions underlying other statements and statements about the
Company or its business. Forward looking statements are beyond the ability of
the Company to control and in many cases the Company cannot predict what factors
would cause results to differ materially from those indicated by the forward
looking statements.
3
<PAGE> 15
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - None.
ITEM 2. CHANGES IN SECURITIES.
On April 26, 2000, the Board of Directors authorized the issuance of an
aggregate of 20,000,000 shares of common stock in connection with the
acquisition of Elawchina.com. As a result of the subsequent amendment to the
terms of the acquisition, the Board rescinded its previous resolution and
instead on June 29, 2000 authorized the issuance of an aggregate of 100,000
shares of common stock to the three selling shareholders of Elawchina.com, Inc.
In August, the transfer agent issued 100,000 shares of common stock to the three
selling shareholders. The transaction was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933.
On June 29, 2000, the Board of Directors authorized the issuance of
20,000,000 shares of common stock to ten persons in connection with the
acquisition of VIPC Corporation. These shares have been issued by the Company's
independent transfer agent in August. This transaction was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.
By written consent in lieu of a meeting dated July 25, 2000, the
holders of a majority of the outstanding common stock approved the adoption and
implementation of an amendment to the Certificate of Incorporation to change the
Company's name from Beach Couch, Inc. to VIPC Communications, Inc. (the
"Amendment"). This action was sufficient to satisfy the applicable requirements
of Delaware law that such actions were approved by the stockholders.
Accordingly, the stockholders were not asked to take further action on the
Amendment at any future meeting.
Pursuant to Section 14C of the Securities Exchange Act of 1934, as
amended, (the "Act"), an Information Statement was mailed to the stockholders
and proxies were not solicited. The Information Statement was furnished solely
for the purpose of informing the stockholders, in the manner required under the
Act, of the action previously taken by the stockholders by written consent.
On September 21, 2000, the Company filed the Amendment with the Office
of the Delaware Secretary of State to change the name of the Company from Beach
Couch, Inc. to VIPC Communications, Inc. The Amendment became effective at 4:00
p.m. on September 22, 2000.
ITEM 5. OTHER INFORMATION - None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
(a) Exhibits: Exhibit Number and 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.)
2.2 Amendment to Agreement and Plan of Reorganization between
Beach Couch, Inc., Elawchina.com, Inc., and the individual
shareholders of Elawchina.com, Inc., dated June 29, 2000
(Incorporated by reference to Exhibit 2.2 of the Company's
current report on Form 8-K/A, dated April 26, 2000 and filed
July 14, 2000.)
</TABLE>
4
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<TABLE>
<S> <C>
2.3 Agreement and Plan of Reorganization between Beach Couch, Inc., VIPC Corporation and
individual shareholders of VIPC Corporation, dated June 29, 2000 (Incorporated by reference to
Exhibit 2.3 of the Company's current report on Form 8-K dated June 29, 2000 and filed July 14,
2000.)
3.3 Certificate of Incorporation, as amended on September 22, 2000, and currently in effect.
(Incorporated by reference to Exhibit 3.3 of the Company's current report on Form 8-K dated
November 9, 2000)
3.4 Bylaws for VIPC Communications, Inc., as restated on October 9, 2000 (Incorporated by
reference to Exhibit 3.4 of the Company's current report on Form 8-K dated November 9, 2000)
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.)
10.2 Amendment to International Distribution Agreement between Beijing Elawchina Network
Technology Co., Ltd. and Elawchina.com, Inc. dated June 29, 2000 (Incorporated by reference to
Exhibit 10.2 of the Company's current report on Form 8-K/A, dated April 26, 2000 and filed
July 14, 2000.)
27 Financial Data Schedule. (Filed herewith.)
</TABLE>
(b) Reports on Form 8-K.
On September 13, 2000, the Company filed a current report on Form
8-K/A-1 to provide the required financial statements regarding the acquisition
of 80% of the issued and outstanding common stock of VIPC Corporation on June
29, 2000.
On November 9, 2000, the Company filed a current report on Form 8-K to
report that on August 25, 2000, an Information Statement was mailed to the
Company's stockholders in connection with the prior approval by the Board of
Directors and a majority of the stockholders of an amendment to the Certificate
of Incorporation to change the name to VIPC Communications, Inc. (the
"Amendment"). The holders of a majority of the outstanding shares of common
stock of the Company approved the adoption and implementation of the Amendment
by written consent in lieu of meeting in accordance with Delaware law. The
Information Statement was furnished solely for the purpose of informing the
stockholders, in the manner required under the Securities and Exchange Act of
1934, as amended. The Amendment became effective on September 22, 2000.
Additionally, the Company's common stock was quoted on the OTC Bulletin Board
under the new symbol "VPCM".
On November 10, 2000, the Company filed a current report on Form 8-K/A-2 to
report that although all of the contained information in the current report on
Form 8-K/A dated May 1, 2000 was correct, 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 8-K/A. Michael Harrop was the President of the
Company at the time the Form 8-K/A was filed with the Securities and Exchange
Commission ("SEC") and the filing should have been made bearing his electronic
signature. On November 13, 200, the Company filed a Form 10-KSB/A-1 with the SEC
as a corrective amendment. Items 9 and 11 were amended in the interest of
providing current information regarding the officers, directors and beneficial
owners (over 5%) of the Company.
5
<PAGE> 17
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.
VIPC COMMUNICATIONS, INC.
By: /s/ Michael Harrop
-----------------------------------
Michael Harrop, President and Interim
Chief Financial and Accounting Officer
Date: November 21, 2000
6
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EXHIBIT INDEX
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NUMBER BRIEF DESCRIPTION
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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.)
2.2 Amendment to Agreement and Plan of Reorganization between
Beach Couch, Inc., Elawchina.com, Inc., and the individual
shareholders of Elawchina.com, Inc., dated June 29, 2000
(Incorporated by reference to Exhibit 2.2 of the Company's
current report on Form 8-K/A, dated April 26, 2000 and filed
July 14, 2000.)
2.3 Agreement and Plan of Reorganization between Beach Couch,
Inc., VIPC Corporation and individual shareholders of VIPC
Corporation, dated June 29, 2000 (Incorporated by reference to
Exhibit 2.3 of the Company's current report on Form 8-K dated
June 29, 2000 and filed July 14, 2000.)
3.3 Certificate of Incorporation, as amended on September 22,
2000, and currently in effect. (Incorporated by reference to
Exhibit 3.3 of the Company's current report on Form 8-K dated
November 9, 2000.)
3.4 Bylaws for VIPC Communications, Inc., as restated on October 9, 2000
(Incorporated by reference to Exhibit 3.4 of the Company's current
report on Form 8-K dated November 9, 2000.)
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.)
10.2 Amendment to International Distribution Agreement between
Beijing Elawchina Network Technology Co., Ltd. and Elawchina.com,
Inc. dated June 29, 2000 (Incorporated by reference to Exhibit 10.2
of the Company's current report on Form 8-K/A, dated April 26, 2000
and filed July 14, 2000.)
27 Financial Data Schedule. (Filed herewith.)
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