<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 June 30, 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.
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(Exact name of small business issuer as specified in it charter)
DELAWARE 33-0812709
------------------------------- ----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
94 RUE DE LAUSANNE, CH1202, GENEVA, SWITZERLAND
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(Address of principal executive offices)
011-41-22-9000000
---------------------------
(issuer's telephone number)
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(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 AUGUST 15, 2000, THE ISSUER HAD
26,902,500 SHARES OF COMMON STOCK, $.0001 PAR VALUE, OUTSTANDING.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE> 2
INDEX
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PART I - FINANCIAL INFORMATION PAGE
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<S> <C>
ITEM 1. FINANCIAL STATEMENTS.
Beach Couch, Inc. and Subsidiary
June 30, 2000 and 1999 F-1
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets F-2 - F-3
Consolidated Statements of Operations F-4
Consolidated Statements of Changes in Stockholders' Equity F-5
Consolidated Statements of Cash Flows 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 2
PART II - OTHER INFORMATION 3
SIGNATURES 5
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1
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
BEACH COUCH, INC. AND SUBSIDIARY
FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
F-1
<PAGE> 4
================================================================================
BEACH COUCH, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2000 AND 1999
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ASSETS
<TABLE>
<CAPTION>
2000 1999
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<S> <C> <C>
CURRENT ASSETS
Cash $ 2,198 $ 5,729
Accounts receivable 0 3,150
Inventory 0 3,109
------- -------
TOTAL CURRENT ASSETS 2,198 11,988
FURNITURE AND EQUIPMENT, NET
Machinery and Equipment 0 2,937
------- -------
TOTAL FURNITURE AND EQUIPMENT, NET 0 2,937
------- -------
TOTAL ASSETS $ 2,198 $14,925
======= =======
</TABLE>
F-2
SEE ACCOUNTANT'S REPORT AND NOTES TO FINANCIAL STATEMENTS
<PAGE> 5
BEACH COUCH, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2000 AND 1999
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LIABILITIES & STOCKHOLDERS' EQUITY
2000 1999
-------- --------
CURRENT LIABILITIES:
Accounts payable $ 2,000 $ 11,072
Income tax payable 0 850
Stockholder loan 0 1,500
-------- --------
TOTAL CURRENT LIABILITIES 2,000 13,422
-------- --------
TOTAL LIABILITIES 2,000 13,422
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 18,220
Additional Paid-in Capital 17,888 90
Stock Subscription Receivable 0 (390)
Retained Earnings (Deficit) (18,112) (16,417)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 198 1,503
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 2,198 $ 14,925
======== ========
F-3
SEE ACCOUNTANT'S REPORT AND NOTES TO FINANCIAL STATEMENTS
<PAGE> 6
BEACH COUCH, INC. AND SUBSIDIARY
Consolidated Statements of Operations
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED FOR THE THREE MONTHS ENDED
--------------------------------- --------------------------------
JUNE 30, 2000 JUNE 30, 1999 JUNE 30, 2000 JUNE 30, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
REVENUES:
Sales $ 0 $ 4,636 $ 0 $ 3,150
Cost of Sales 0 3,469 0 2,916
----------- ----------- ----------- -----------
Gross Profit 0 1,167 0 234
General and Administrative Expenses
2,211 11,551 2,000 8,403
----------- ----------- ----------- -----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 2,211 11,551 2,000 8,403
----------- ----------- ----------- -----------
OPERATING LOSS
Other Income (Expenses) (2,211) (10,384) (2,000) (8,169)
Depreciation expense 0 (102) 0 (102)
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 (102)
----------- ----------- ----------- -----------
NET (LOSS) $ (336) $ (10,486) $ (2,000) $ (8,271)
=========== =========== =========== ===========
Net loss per share $ (0.00) $ (0.10) $ (0.00) $ (0.08)
=========== =========== =========== ===========
Weighted average shares used for net loss
per share 4,222,750 100,000 4,222,750 100,000
=========== =========== =========== ===========
</TABLE>
F-4
SEE ACCOUNTANT'S REPORT AND NOTES TO FINANCIAL STATEMENTS
<PAGE> 7
BEACH COUCH, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FROM INCEPTION (JUNE 4, 1998) TO JUNE 30, 2000
<TABLE>
<CAPTION>
ADDITIONAL
COMMON STOCK PAID-IN STOCK TO
DECEMBER 31, 1998 SHARES AMOUNT CAPITAL BE ISSUED
----------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
BALANCE, JUNE 4, 1998 0 0 0 0
Common stock issued for purchases of 100,000 10 90
subsidiary
Proceeds received on stock to be issued 17,820
Common stock to be issued to company 390
directors
Net loss for year
---------- ---------- ---------- ----------
BALANCE, DECEMBER 31, 1998 100,000 10 90 18,210
---------- ---------- ---------- ----------
Common stock issued 222,750 22 17,798 (17,820)
Common stock issued 3,900,000 390 (390)
Additional paid-in capital 13,000
Net loss for year
---------- ---------- ---------- ----------
BALANCE, DECEMBER 31, 1999 4,222,750 422 30,888 0
---------- ---------- ---------- ----------
Record sale of subsidiary (13,000)
Net income for the six months ended 6/30/2000
---------- ---------- ---------- ----------
BALANCE, JUNE 30, 2000 4,222,750 422 17,888 0
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
STOCK RETAINED TOTAL
SUBSCRIPTIONS EARNINGS STOCKHOLDERS'
DECEMBER 31, 1998 RECEIVABLE (DEFICIT) EQUITY
----------------- ------------- ---------- ---------------
<S> <C> <C> <C>
BALANCE, JUNE 4, 1998 0 0 0
Common stock issued for purchases of 0 100
subsidiary
Proceeds received on stock to be issued 0 17,820
Common stock to be issued to company (390) 0
directors
Net loss for year (5,931) (5,931)
---------- ---------- ----------
BALANCE, DECEMBER 31, 1998 (390) (5,931) 11,989
---------- ---------- ----------
Common stock issued 0
Common stock issued 390 390
Additional paid-in capital 13,000
Net loss for year (24,199) (24,199)
---------- ---------- ----------
BALANCE, DECEMBER 31, 1999 0 (30,130) 1,180
---------- ---------- ----------
Record sale of subsidiary 12,354 (646)
Net income for the six months ended 6/30/200 (336) (336)
---------- ---------- ----------
BALANCE, JUNE 30, 2000 0 (18,112) 198
========== ========== ==========
</TABLE>
F-5
SEE ACCOUNTANT'S REPORT AND NOTES TO FINANCIAL STATEMENTS
<PAGE> 8
BEACH COUCH, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED FOR THE THREE MONTHS ENDED
---------------------------------- -----------------------------------
JUNE 30, 2000 JUNE 30, 1999 JUNE 30, 2000 JUNE 30, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS $ (336) $ (10,486) $ (2,000) $ (8,271)
Depreciation expense -- 102 -- 102
(INCREASE) DECREASE IN ASSETS:
Accounts receivable -- (3,150) -- (3,150)
Decrease in investment in subsidiary 100 -- -- --
INCREASE (DECREASE) IN LIABILITIES
Accounts payable 2,000 11,072 2,000 10,370
------------ ------------ ------------ ------------
NET CASH USED IN OPERATING ACTIVITIES 1,764 (2,462) -- (949)
============ ============ ============ ============
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment and improvements -- (3,039) -- (2,579)
------------ ------------ ------------ ------------
NET CASH USED IN INVESTING ACTIVITIES -- (3,039) -- (2,579)
============ ============ ============ ============
------------ ------------ ------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- -- -- --
============ ============ ============ ============
NET INCREASE (DECREASE) IN CASH 1,764 (5,501) -- (3,528)
CASH AT BEGINNING OF PERIOD 434 11,230 2,198 9,257
------------ ------------ ------------ ------------
CASH AT END OF PERIOD $ 2,198 $ 5,729 $ 2,198 $ 5,729
============ ============ ============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash Paid During the Year for:
Interest (Net of amount capitalized) $ - $ - $ - $ -
============= ============= ============= =============
Income Taxes $ - $ - $ - $ -
============= ============= ============= =============
</TABLE>
F-6
SEE ACCOUNTANT'S REPORT AND NOTES TO FINANCIAL STATEMENTS
<PAGE> 9
BEACH COUCH, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 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.
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.
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> 10
BEACH COUCH, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 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. INCOME TAXES:
The Company's total deferred tax asset at June 30, 2000 is as follows:
Net operating loss carryforward $2,417
Valuation allowance (2,417)
------
$ -0-
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-8
<PAGE> 11
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
The Company had no operations during the period covered by this report.
However, during the period covered by this report, the following events
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 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.
On June 29, 2000, the Company and Elawenglish.com, formerly
Elawchina.com, ("Elaw") amended the Plan and Agreement of Reorganization (the
"Amendment"). Under the terms of the Amendment, the 20,000,000 shares of common
stock to be issued to the Elaw shareholders in exchange for 100% issued and
outstanding common stock of Elaw were cancelled, and instead 100,000 shares of
common stock of the Company were issued. As a result of the Amendment, the
acquisition of Elaw is not deemed to involve a significant amount of assets and
therefore proforma financial information and financial statements of Elaw were
not required.
Also on June 29, 2000, the Company executed an Agreement and Plan of
Reorganization with VIPC Corporation, a Delaware corporation, ("VIPC") and
certain stockholders of VIPC, to which 80% of the issued and outstanding shares
of common stock of VIPC (20,000,000 shares), held by ten persons were exchanged
on a one share for one share basis for an aggregate 20,000,000 shares of the
restricted common stock of the Company. By virtue of the reorganization, VIPC
became a subsidiary of the Company and the Company will operate through VIPC.
Additionally, in connection with the acquisition of VIPC, a change in control of
the management of the Company occurred.
2
<PAGE> 12
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.
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 authorized the issuance of an aggregate of 100,000 shares of common
stock to the three selling shareholders of Elawchina.com, Inc. However, these
shares have not yet been issued by the Company's independent transfer agent and
therefore are not reflected in the total number of issued and outstanding
shares. The Company believes that this 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. However, these shares have not yet been issued
by the Company's independent transfer agent and therefore are not reflected in
the total number of issued and outstanding shares. The Company believes that
this transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933.
On August 1, 2000, an aggregate of 15,325,000 shares of common stock
were cancelled by and with the consent of a former shareholder of the Company.
Cancellation of an additional 19,000,000 shares by two other former shareholders
is currently pending.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS - None.
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.)
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.)
3.1 Articles of Incorporation of the Company and Amendments
(Incorporated by reference to the Company's Form 10-SB
(Commission File No. 0-25747).)
3
<PAGE> 13
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.)
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.)
(b) Reports on Form 8-K
On July 14, 2000, the Company filed a current report on Form 8-K/A to
report that the Company and Elawenglish.com, formerly Elawchina.com, ("Elaw")
amended the Plan and Agreement of Reorganization (the "Amendment") dated June
29, 2000. Under the terms of the Amendment, the 20,000,000 shares of common
stock to be issued to the Elaw shareholders in exchange for 100% issued and
outstanding common stock of Elaw were cancelled, and instead 100,000 shares of
common stock of the Company were issued. As a result of the Amendment, the
acquisition of Elaw is not deemed to involve a significant amount of assets and
therefore proforma financial information and financial statements of Elaw were
not required.
On July 14, 2000, the Company filed a current report on Form 8-K to
report that it executed an Agreement and Plan of Reorganization (the
"Agreement") with VIPC Corporation, a Delaware corporation, ("VIPC") and certain
stockholders of VIPC, to which 80% of the issued and outstanding shares of
common stock of VIPC (20,000,000 shares), held by ten persons were exchanged on
a one share for one share basis for an aggregate 20,000,000 shares of the
restricted common stock of the Company. By virtue of the reorganization, VIPC
became a subsidiary of the Company and the Company will operate through VIPC.
Additionally, in connection with the acquisition of VIPC, under the terms of the
Agreement, a change in control of the management of the Company occurred.
4
<PAGE> 14
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 Interim
Chief Financial and Accounting Officer
Date: August 18, 2000
5
<PAGE> 15
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.)
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.)
3.1 Articles of Incorporation of the 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.)
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>
