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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 10-KSB

**x****** ANNUAL
  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended December 31, 2002

** ̈****** TRANSITION
  REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT 
  For the transition period from: ______________ to ______________

Commission file number: 0-25747

VIPC COMMUNICATIONS, INC.
  
  (Name of small business issuer as specified in its charter)

|Delaware                                                             |  | 33-0812709                       
|-------------------------------------------------------------------- |  | ---------------------------------
|(State or other jurisdiction of incorporation
      or organization) |  | (IRS Employer Identification No.)
|                                                                     |  |                                  
|94 Rue de Lausanne, CH1202, Geneva, Switzerland                      |  | N/A                              
|(Address of principal executive offices)                             |  | (Zip Code)                       

Issuers telephone number: 011-41-22-9000000

________________________________________________________________
  
  (Former name, former address and former fiscal year, if changed since last report)

Securities registered under Section 12(b) of the Exchange Act:
  None

Securities registered under Section 12(g) of the Exchange Act:
  Common Stock, $.0001 par value

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 has been subject to such filing requirements for the past 90 days. Yes ** ̈****** 
  No **x******

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 or any amendment to this Form 10-KSB. ** ̈******

State issuers revenues for its most recent fiscal year:
  $0.00

As of September 30, 2003, the aggregate market value of the
  voting stock held by non-affiliates, approximately 14,322,500 shares of Common
  Stock, was approximately $286,000 based on an average of the bid and ask prices
  of approximately $0.02 per share of Common Stock on such date.

The number of shares outstanding of the issuers Common
  Stock, $.0001 par value, as of September 30, 2003 was 30,352,500 shares.

Documents included by reference: None.

Transitional Small Business Disclosure Format (check one):
  Yes ** ̈****** 
  No **x******

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PARTI

CAUTIONARY STATEMENT IDENTIFYING IMPORTANT FACTORSTHAT COULD CAUSE THE COMPANYS ACTUAL RESULTS TO
  DIFFER FROM THOSE PROJECTED IN FORWARD LOOKING STATEMENTS

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
  for those indicated by the forward looking statements. Examples of forward looking
  statements include, but are not limited to (i) 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,
  and (iv) statements of assumptions underlying other statements and statements
  about the Company or its business.

This document and any documents incorporated by reference
  herein also identify important factors which could cause actual results to differ
  materially from those indicated by forward looking statements. These risks and
  uncertainties include price competition, the decisions of customers, the actions
  of competitors, the effects of government regulation, possible delays in the
  introduction of new products and services, customer acceptance of products and
  services, the Companys ability to secure debt and/or equity financing
  on reasonable terms, and other factors which are described herein and/or in
  documents incorporated by reference herein.

The cautionary statements made above and elsewhere by the
  Company should not be construed as exhaustive or as any admission regarding
  the adequacy of disclosures made by the Company. 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.

Item 1. Description of Business.

Business Development

VIPC Communications, Inc., formerly Beach Couch, Inc., (the
  Company) is a Delaware corporation and was incorporated on June
  4, 1998. On June 5, 1998, the Company acquired 100% of California Beach Couch,
  Inc. (CBC) from Edward F. Myers III who was president of the Company.
  Through CBC, the Company had developed a unique, low to the ground, two-person
  beach chair, and planned to sell directly to the public and through distributors.
  Effective March 6, 2000, the CBC was sold to Mr. Myers 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 Director of the Company and CBC and was not one
  of the majority shareholders who voted on the shareholder resolution. The Company
  then began exploring other business opportunities.

On April 26, 2000, the Company executed an Agreement and Plan
  of Reorganization with Elawchina.com, Inc., a British Virgin Islands corporation,
  (Elaw) and certain stockholders of Elaw pursuant to which 100% of
  the issued and outstanding shares of Elaws common stock held by certain
  stockholders are to be exchanged for an aggregate of 20,000,000 shares of restricted
  common stock of the Company. By virtue of the reorganization, Elaw became a
  wholly-owned subsidiary of the Company. Also, the former directors and officers
  resigned their positions and new directors and officers were appointed.

On June 29, 2000, the Company and Elaw amended the Plan and
  Agreement of Reorganization (the Amendment) as a result of an amendment
  to a marketing contract between Elaw and Beijing Elawchina Network Technology
  Co., Ltd. (Beijing Elawchina). The amended marketing contract no
  longer provided Elaw an exclusive marketing license and Elaw no longer had the
  option to purchase 100% of the assets of Beijing Elawchina. 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.

1

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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, pursuant to which 80% of the issued and outstanding
  shares of common stock of VIPC held by ten persons were exchanged 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.
  Also as a result of the reorganization, the former directors and officers resigned
  and the present directors and officers were appointed.

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.
  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.
  The name change of the Company to VIPC Communications, Inc. became effective
  on September 22, 2000.

Business of Company

To date, the Company has not developed any products or provided
  services.

The Company had entered into a joint venture with ChengDu
  Jiabin Electronics Co. Ltd. ("Jiabin") to provide Voice over Internet Protocol
  ("VoIP") telecommunications services. . Unfortunately, this particular joint
  venture never materialized.

However, the Company is exploring other opportunities to provide
  VoIP services in developing markets such markets as China, Hong Kong, Russia
  and the United States. IP telephony provides a conceptual and technical framework
  for mixing voice and data traffic on connectionless network. In very simple
  terms, telephony allows the routing of normal phone calls, video and faxes across
  an IP network such as the Internet.

There can be no assurance that the Company will be able to
  continue as a going concern, or achieve material revenues and profitable operations.
  It requires additional financing, and no assurances can be given that financing
  will be available in the amounts required, or that, if available, will be on
  terms satisfactory to the Company.

Item 2. Description of Property.

Neither the Company nor its subsidiaries own any facilities
  or real property.

Item 3. Legal Proceedings.

The Company is not subject to any legal proceedings.

Item 4. Submission of Matters to a Vote of Security
  Holders.

No matters were submitted to a vote of security holders during
  the fourth quarter of the fiscal year ended December 31, 2002.

2

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PART II

Item 5. Market for Registrants Common Equity and Related Stockholder Matters.

(a)	Market Information

The Common Stock of the Company is currently listed on pink
  sheets and trading under the symbol "VPCM". There is no assurance that the Common
  Stock will continue to be quoted or that any liquidity exists for the Company's
  shareholders.

The following table sets forth the range of high and low bid
  prices for the Company's Common Stock for each quarterly period indicated as
  reported by the NASDAQ's Historical Research Department. Quotations reflect
  inter-dealer prices without retail markup, markdown or commissions and may not
  represent actual trades.

| | Common Stock       |         
| | ------------------ | --------
| |                    |         
| | Quarter Ended      | High Bid
| |                    |         
| | June 30, 2003      | $0.03   
| | March 31, 2003     | $0.03   
| |                    |         
| | December 31, 2002  | $0.01   
| | September 30, 2002 | $0.01   
| | June 30, 2002      | $0.01   
| | March 31, 2002     | $0.11   
| |                    |         
| | December 31, 2001  | $0.13   
| | September 30, 2001 | $0.15   
| | June 30, 2001      | $0.39   
| | March 31, 2001     | $0.50   

(b) Holders

As of September 30, 2003, there were approximately 30,352,500
  shares of the Companys common stock outstanding held of record by approximately
  27 persons (not including beneficial owners who hold shares at broker/dealers
  in street-name).

(c) Dividends

To date, the Company has not paid any dividends on its common
  stock and does not expect to declare or pay any dividends on such common stock
  in the foreseeable future. Payment of any dividends will be dependent upon future
  earnings, if any, the financial condition of the Company, and other factors
  as deemed relevant by the Board of Directors.

(d) Recent Sales of Unregistered 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. The transaction
  did not involve any public offering, no sales commissions were paid and a restrictive
  legend was placed on each certificate evidencing the shares. The Company believes
  that the transaction was exempt from registration pursuant to Section 4(2) and
  Section 4(6) of the Securities Act and/or Rule 506 of Regulation D.

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. The transaction did not involve any public

3

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offering, no sales commissions were paid and a restrictive
  legend was placed on each certificate evidencing the shares. The Company believes
  that the transaction was exempt from registration pursuant to Section 4(2) and
  Section 4(6) of the Securities Act and/or Rule 506 of Regulation D.

Item 6. Management's Plan of Operation.

Statements contained herein that are not historical facts
  are forward-looking statements as that term is defined by the Private Securities
  Litigation Reform Act of 1995. Although the Company believes that the expectations
  reflected in such forward-looking statements are reasonable, the forward-looking
  statements are subject to risks and uncertainties that could cause actual results
  to differ from those projected. The Company cautions investors that any forward-looking
  statements made by the Company are not guarantees of future performance and
  that actual results may differ materially from those in the forward-looking
  statements. Such risks and uncertainties include, without limitation: well-established
  competitors who have substantially greater financial resources and longer operating
  histories, regulatory delays or denials, ability to compete as a start-up company
  in a highly competitive market, and access to sources of capital.

VIPC Communications, Inc. (the Company) has generated
  no revenues in the cumulative period from inception through the period ended
  December 31, 2002. The Company has no assets, has not developed any products
  or provided any services and has experienced difficulties in completing transactions.

The Company had entered into a joint venture with ChengDu
  Jiabin Electronics Co. Ltd. ("Jiabin") to provide Voice over Internet Protocol
  ("VoIP") telecommunications services. Unfortunately, this particular joint venture
  never materialized.

However, the Company is currently exploring other opportunities
  to provide VoIP services in developing markets such markets as China, Hong Kong,
  Russia and the United States. IP telephony provides a conceptual and technical
  framework for mixing voice and data traffic on connectionless network. In very
  simple terms, telephony allows the routing of normal phone calls, video and
  faxes across an IP network such as the Internet.

Unless the Company develops an active business or is able
  to complete a merger, acquisition with an existing business, the Companys
  cash requirements during the next twelve months will relate to maintaining its
  status as a corporate entity and complying with the periodic reporting requirements
  of the U.S. Securities and Exchange Commission.

There can be no assurance that the Company will be able to
  continue as a going concern, or achieve material revenues and profitable operations.
  It requires additional financing, and no assurances can be given that financing
  will be available in the amounts required, or that, if available, will be on
  terms satisfactory to the Company.

4

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Item 7. Financial Statements and Supplementary Data.

The information required by Item 7 commences on page F-1,
  which page follows this page.

Item 8. Changes in and Disagreements with Accountants
  on Accounting and Financial Disclosure.

On March 10, 2000, the Company filed a current report on Form
  8-K announcing the resignation of its certified public accountants. On March
  1, 2000, the Company was notified that that its certifying accountant, Harlan
  & Boettger, LLP (H&B)would not be available to stand for
  re-election at it next annual shareholders meeting. It was the Companys
  understanding that H&B no longer completes audits for publicly-traded companies.
  The Company subsequently announced the appointment of Armando C. Ibarra as its
  certifying accountant.

The Company filed a current report on Form 8-K/A dated May
  1, 2000 containing a letter from 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. During the past two
  years there were no adverse opinions or disclaimer of opinion, or modified as
  to uncertainty, audit scope, or accounting principles by H&B.

5

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VIPC COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS







F-1

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|Armando C. Ibarra, C.P.A.       | Members of the California Society of Certified
        Public Accountants
|------------------------------- | -------------------------------------------------------------------------
|Armando Ibarra, Jr., C.P.A., JD | Members of the American Institute of Certified
        Public Accountants
|                                | Members of the Better Business Bureau since
        1997                 

To the Board of Directors of
  VIPC Communications, Inc.

INDEPENDENT AUDITORS REPORT

We have audited the accompanying consolidated balance sheets
  of VIPC Communications, Inc. (Formerly Beach Couch, Inc.) (A Development Stage
  Company) as of December 31, 2002 and 2001, and the related consolidated statements
  of operations, changes in stockholders equity, and cash flows for the
  years then ended; and for the period from June 4, 1998 (inception) through December
  31, 2002. These financial statements are the responsibility of the Companys
  management. Our responsibility is to express an opinion on these financial statements
  based on our audits.

We conducted our audit in accordance with auditing standards
  generally accepted in the United States of America. Those standards require
  that we plan and perform the audit to obtain reasonable assurance about whether
  the financial statements are free of material misstatements. An audit includes
  examining, on a test basis, evidence supporting the amounts and disclosures
  in the financial statements. An audit also includes assessing the accounting
  principles used and significant estimates made by management, as well as evaluating
  the overall financial statement presentation. We believe that our audits provide
  a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
  to above present fairly, in all material respects, the financial position of
  VIPC Communications, Inc. as of December 31, 2002 and 2001, and the results
  of its operations and its cash flows for the years then ended; and for the period
  from June 4, 1998 (inception) through December 31, 2002, in conformity with
  accounting principles generally accepted in the United States of America.

As discussed in Note 6 to the consolidated financial statements,
  the accompanying consolidated financial statements have been prepared assuming
  the Company will continue as a going concern. The Companys losses and
  lack of operations raise substantial doubt as to its ability to continue as
  a going concern. The consolidated financial statements do not include any adjustments
  that might result from the outcome of this uncertainty.

/s/ Armando C. Ibarra, CPA 
  Armando C. Ibarra, CPA-APC

August 26, 2003
  Chula Vista, California

|                    | 371 E Street, Chula Vista, CA. 91910 |                    
|------------------- | ------------------------------------ | -------------------
|Tel: (619) 422-1348 |                                      | Fax: (619) 422-1465
|                    | F-2                                  |                    

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|VIPC
      COMMUNICATIONS, INC. (Formerly Beach Couch, Inc.)
      (A Development Stage Company)
      Consolidated Balance Sheets
|----------------------------------------------------------------------------------------------------------------------------------

|ASSETS                                                      |  
|----------------------------------------------------------- | -
|                                                            |  
|                                                            |  
|                                                            |  
|                                                            |  
|                                                            |  
|Current Assets                                              |  
|Cash                                                        | $
|Total Current Assets                                        |  
|                                                            |  
|                                                            |  
|TOTAL ASSETS                                                | $
|                                                            |  
|LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                |  
|                                                            |  
|Current Liabilities                                         |  
|Accounts payable                                            | $
|Short-term Loan Payable                                     |  
|Total Current Liabilities                                   |  
|                                                            |  
|Total Liabilities                                           |  
|                                                            |  
|Stockholders' Equity (Deficit)                              |  
|Preferred stock ($0.0001 par value
      20,000,000, shares |  
|authorized;
      -0- issued and outstanding.)              |  
|Common stock ($0.0001 par value, 50,000,000,                |  
|shares
      authorized; 30,352,500 shares issued and       |  
|outstanding
      as of December 31, 2002, and              |  
|2001,
      respectively.)                                  |  
|Additional paid-in capital                                  |  
|Deficit accumulated during development
      stage          |  
|Total Stockholders' Equity (Deficit)                        |  
|TOTAL LIABILITIES &                                         |  
|STOCKHOLDERS'
      EQUITY (DEFICIT)                        | $

See Notes to Consolidated Financial Statements
  F-3

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|VIPC
      COMMUNICATIONS, INC. (Formerly Beach Couch, Inc.)
      (A Development Stage Company)
      Consolidated Statements of Operations
|--------------------------------------------------------------------------------------------------------------------------------------------

|                                    |   |              |   |   |              |   |   | June 4, 1998 |  
|----------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------ | -
|                                    |   |              |   |   |              |   |   | (inception)  |  
|                                    |   | Year Ended   |   |   | Year Ended   |   |   | through      |  
|                                    |   | December 31, |   |   | December 31, |   |   | December 31, |  
|                                    |   | 2002         |   |   | 2001         |   |   | 2002         |  
|                                    |   |              |   |   |              |   |   |              |  
|Revenues                            |   |              |   |   |              |   |   |              |  
|Revenues                            | $ | -            |   | $ | -            |   | $ | -            |  
|                                    |   |              |   |   |              |   |   |              |  
|Total Revenues                      |   | -            |   |   | -            |   |   | -            |  
|                                    |   |              |   |   |              |   |   |              |  
|General and Administrative Expenses |   | 16,628       |   |   | 230,664      |   |   | 354,306      |  
|                                    |   |              |   |   |              |   |   |              |  
|Operating Income (Loss)             |   | (16,628      | ) |   | (230,664     | ) |   | (354,306     | )
|                                    |   |              |   |   |              |   |   |              |  
|Other Income (Expenses)             |   |              |   |   |              |   |   |              |  
|Other Income                        |   | -            |   |   | -            |   |   | 12,354       |  
|                                    |   |              |   |   |              |   |   |              |  
|Total Other Income (Expenses)       |   | -            |   |   | -            |   |   | 12,354       |  
|                                    |   |              |   |   |              |   |   |              |  
|Net Income (Loss)                   | $ | (16,628      | ) | $ | (230,664     | ) | $ | (341,952     | )
|                                    |   |              |   |   |              |   |   |              |  
|Basic earnings (loss) per share     | $ | -            |   | $ | -            |   |   |              |  
|Weighted average shares used        |   |              |   |   |              |   |   |              |  
|for basic earnings (loss) per share |   | 30,352,500   |   |   | 29,850,308   |   |   |              |  

See Notes to Consolidated Financial Statements
  F-4

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|VIPC
      COMMUNICATIONS, INC. (Formerly Beach Couch, Inc.)
      (A Development Stage Company)
      Consolidated Statement of Changes in Stockholders' Equity
      From June 4, 1998 (inception) through December 31, 2002
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                 |             |   |   |        |   |   | Additional |   |   |           |   |   | Stock         |   | Retained  |   |   | Total         |  
|-------------------------------- | ----------- | - | - | ------ | - | - | ---------- | - | - | --------- | - | - | ------------- | - | --------- | - | - | ------------- | -
|                                 | Common      |   |   | Stock  |   |   | Paid-in    |   |   | Stock to  |   |   | Subscriptions |   | Earnings  |   |   | Stockholders' |  
|                                 | Shares      |   |   | Amount |   |   | Capital    |   |   | be Issued |   |   | Receivable    |   | (Deficit) |   |   | Equity        |  
|                                 |             |   |   |        |   |   |            |   |   |           |   |   |               |   |           |   |   |               |  
|Balance, June 4, 1998            | 0           |   | $ | 0      |   | $ | 0          |   | $ | 0         |   | $ | 0             | $ | 0         |   | $ | 0             |  
|Common stock issued for          |             |   |   |        |   |   |            |   |   |           |   |   |               |   |           |   |   |               |  
|purchases of subsidiary          | 1,000,000   |   |   | 100    |   |   |            |   |   |           |   |   |               |   |           |   |   | 100           |  
|Proceeds received on stock       |             |   |   |        |   |   |            |   |   |           |   |   |               |   |           |   |   |               |  
|to be issued                     |             |   |   |        |   |   |            |   |   | 17,820    |   |   |               |   |           |   |   | 17,820        |  
|Net loss for the year            |             |   |   |        |   |   |            |   |   |           |   |   |               |   | (5,931    | ) |   | (5,931        | )
|                                 |             |   |   |        |   |   |            |   |   |           |   |   |               |   |           |   |   |               |  
|Balance, December 31, 1998       | 1,000,000   |   |   | 100    |   |   | 0          |   |   | 17,820    |   |   | 0             |   | (5,931    | ) |   | 11,989        |  
|                                 |             |   |   |        |   |   |            |   |   |           |   |   |               |   |           |   |   |               |  
|Common stock issued for cash     | 2,227,500   |   |   | 223    |   |   | 17,597     |   |   | (17,820   | ) |   |               |   |           |   |   | 0             |  
|Common stock issued to directors |             |   |   |        |   |   |            |   |   |           |   |   |               |   |           |   |   |               |  
|for services                     | 39,000,000  |   |   | 3,900  |   |   | 9,490      |   |   |           |   |   |               |   |           |   |   | 390           |  
|Net loss for the year            |             |   |   |        |   |   |            |   |   |           |   |   |               |   | (24,199   | ) |   | (24,199       | )
|                                 |             |   |   |        |   |   |            |   |   |           |   |   |               |   |           |   |   |               |  
|Balance, December 31, 1999       | 42,227,500  |   |   | 4,223  |   |   | 27,087     |   |   | -         |   |   | -             |   | (30,130   | ) |   | (11,820       | )
|                                 |             |   |   |        |   |   |            |   |   |           |   |   |               |   |           |   |   |               |  
|Record sale of subsidiary        |             |   |   |        |   |   | (13,000    | ) |   |           |   |   |               |   | 12,354    |   |   | (646          | )
|Issuance for ELAWCHINA           | 100,000     |   |   | 10     |   |   |            |   |   |           |   |   |               |   |           |   |   | 10            |  
|Issuance for VIPC Corporation    | 20,000,000  |   |   | 2,000  |   |   |            |   |   |           |   |   |               |   |           |   |   | 2,000         |  
|Cancellation of shares           | (34,325,000 | ) |   | (3,433 | ) |   | 3,433      |   |   |           |   |   |               |   |           |   |   | 0             |  
|Net loss for the year            |             |   |   |        |   |   |            |   |   |           |   |   |               |   | (76,884   | ) |   | (76,884       | )
|                                 |             |   |   |        |   |   |            |   |   |           |   |   |               |   |           |   |   |               |  
|Balance, December 31, 2000       | 28,002,500  |   |   | 2,800  |   |   | 17,520     |   |   | -         |   |   | -             |   | (94,660   | ) |   | (74,340       | )
|                                 |             |   |   |        |   |   |            |   |   |           |   |   |               |   |           |   |   |               |  
|Common stock issued for legal    |             |   |   |        |   |   |            |   |   |           |   |   |               |   |           |   |   |               |  
|and consulting services          | 2,350,000   |   |   | 235    |   |   | 234,765    |   |   |           |   |   |               |   |           |   |   | 235,000       |  
|                                 |             |   |   |        |   |   |            |   |   |           |   |   |               |   |           |   |   |               |  
|Net loss for the year            |             |   |   |        |   |   |            |   |   |           |   |   |               |   | (230,664  | ) |   | (230,664      | )
|                                 |             |   |   |        |   |   |            |   |   |           |   |   |               |   |           |   |   |               |  
|Balance, December 31, 2001       | 30,352,500  |   |   | 3,035  |   |   | 252,285    |   |   | -         |   |   | -             |   | (325,324  | ) |   | (70,004       | )
|                                 |             |   |   |        |   |   |            |   |   |           |   |   |               |   |           |   |   |               |  
|Net loss for the year            |             |   |   |        |   |   |            |   |   |           |   |   |               |   | (16,628   | ) |   | (16,628       | )
|                                 |             |   |   |        |   |   |            |   |   |           |   |   |               |   |           |   |   |               |  
|Balance, December 31, 2002       | 30,352,500  |   | $ | 3,035  |   | $ | 252,285    |   | $ | -         |   | $ |               | $ | (341,952  | ) | $ | (86,632       | )

See Notes to Consolidated Financial Statements
  F-5

---

|VIPC
      COMMUNICATIONS, INC. (Formerly Beach Couch, Inc.)
      (A Development Stage Company)
      Consolidated Statements of Cash Flows
|--------------------------------------------------------------------------------------------------------------------------------------------

|                                                          |   |              |   |   |              |   |   | June 4, 1998 |  
|--------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------ | -
|                                                          |   |              |   |   |              |   |   | (inception)  |  
|                                                          |   | Year Ended   |   |   | Year Ended   |   |   | through      |  
|                                                          |   | December 31, |   |   | December 31, |   |   | December 31, |  
|                                                          |   | 2002         |   |   | 2001         |   |   | 2002         |  
|                                                          |   |              |   |   |              |   |   |              |  
|CASH FLOWS FROM OPERATING ACTIVITIES                      |   |              |   |   |              |   |   |              |  
|                                                          |   |              |   |   |              |   |   |              |  
|Net (Loss)                                                | $ | (16,628      | ) | $ | (230,664     | ) | $ | (341,952     | )
|Adjustments to reconcile income (loss) to cash            |   |              |   |   |              |   |   |              |  
|provided by (used in) operating activities:               |   |              |   |   |              |   |   |              |  
|Decrease (increase) in
      operating assets:            |   |              |   |   |              |   |   |              |  
|Investment
      in subsidiaries                          |   | -            |   |   | 2,010        |   |   | -            |  
|(Increase) decrease in
      operating liabilities:       |   |              |   |   |              |   |   |              |  
|Accounts
      payable                                    |   | 16,344       |   |   | (12,549      | ) |   | 80,343       |  
|Net
      cash provided by (used in) operating activities |   | (284         | ) |   | (241,203     | ) |   | (261,609     | )
|                                                          |   |              |   |   |              |   |   |              |  
|CASH FLOWS FROM INVESTING ACTIVITIES                      |   | -            |   |   | -            |   |   | -            |  
|                                                          |   |              |   |   |              |   |   |              |  
|CASH FLOWS FROM FINANCING ACTIVITIES                      |   |              |   |   |              |   |   |              |  
|                                                          |   |              |   |   |              |   |   |              |  
|Notes payable                                             |   | 284          |   |   | 6,203        |   |   | 6,487        |  
|Common stock                                              |   | -            |   |   | 235          |   |   | 3,035        |  
|Additional paid-in capital                                |   | -            |   |   | 234,765      |   |   | 252,285      |  
|Net cash provided
      by (used in) financing activities |   | 284          |   |   | 241,203      |   |   | 261,807      |  
|                                                          |   |              |   |   |              |   |   |              |  
|Net increase (decrease)
      in cash                     |   | -            |   |   | -            |   |   | 198          |  
|Cash at beginning
      of year                           |   | 198          |   |   | 198          |   |   | -            |  
|Cash at end of
      year                                 | $ | 198          |   | $ | 198          |   | $ | 198          |  
|                                                          |   |              |   |   |              |   |   |              |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW                     |   |              |   |   |              |   |   |              |  
|INFORMATION:                                              |   |              |   |   |              |   |   |              |  
|                                                          |   |              |   |   |              |   |   |              |  
|Interest paid                                             | $ | -            |   | $ | -            |   | $ | -            |  
|                                                          |   |              |   |   |              |   |   |              |  
|Income taxes paid                                         | $ | -            |   | $ | -            |   | $ | -            |  

See Notes to Consolidated Financial Statements
  F-6

---

VIPC COMMUNICATIONS, INC. (Formerly Beach Couch, Inc.)
  (A Development Stage Company)Notes to Consolidated Financial Statements
  As of December 31, 2002

NOTE 1. OPERATIONS AND DESCRIPTION OF BUSINESS

Organization

Beach Couch, Inc., a Delaware corporation (the Company) was
  incorporated on June 4, 1998. Through a subsidiary (California Beach Couch)
  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
  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.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. 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.

b. 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.

F-7

---

VIPC COMMUNICATIONS, INC. (Formerly Beach Couch, Inc.)
  (A Development Stage Company)Notes to Consolidated Financial Statements
  As of December 31, 2002

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

c. 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 and
  disclosure of contingent assets and liabilities at the date of the financial
  statements and the reported amounts of revenues and expenses during the reporting
  period. Actual results could differ from those estimates. In accordance with
  FASB 16 all adjustments are normal and recurring.

d. Inventory

Inventory is stated at the lower of cost (first-in, first-out)
  or net realizable value, and consists of materials and labor.

e. Earnings Per Share

In February 1997, the FASB issued SFAS No. 128, Earnings
  Per Share, which specifies the computation, presentation and disclosure
  requirements for earnings (loss) per share for entities with publicly held common
  stock. SFAS No. 128 supersedes the provisions of APB No. 15, and requires the
  presentation of basic earnings (loss) per share and diluted earnings (loss)
  per share. The Company has adopted the provisions of SFAS No. 128 effective
  June 4, 1998 (inception).

Basic net loss per share amounts is computed by dividing the
  net loss by the weighted average number of common shares outstanding. Diluted
  earnings per share are the same as basic earnings per share due to the lack
  of dilutive items in the Company.

f. 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.

F-8

---

VIPC COMMUNICATIONS, INC. (Formerly Beach Couch, Inc.)
  (A Development Stage Company)Notes to Consolidated Financial Statements
  As of December 31, 2002

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

New Accounting Pronouncements

In April 2002, the Financial Accounting Standards Board issued
  SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
  Statement No. 13, and Technical Corrections ("SFAS 145"). Among other things,
  SFAS 145 eliminates the requirement that gains and losses from the extinguishments
  of debt be classified as extraordinary items. SFAS 145 is effective for fiscal
  years beginning after May 15, 2002, with early adoption permitted. The adoption
  of SFAS 145 did not have a material effect on the Companies consolidated financial
  statements.

In June 2002, the Financial Accounting Standards Board issued
  SFAS No. 146. The standard requires companies to recognize costs associated
  with exit or disposal activities when they are incurred rather than at the date
  of a commitment to an exit or disposal plan. The adoption of SFAS 146 did not
  have a material effect on the Companies consolidated financial statements.

In October 2002, the Financial Accounting Standards Board
  issued SFAS No. 147, Acquisitions of Certain Financial Institutions 
  an amendment of FASB Statements No. 72 and 144 and FASB interpretation No. 9.
  SFAS 147 removes acquisitions of financial institutions from the scope of both
  Statement 72 and interpretation 9 and requires that those transactions be accounted
  for in accordance with FASB Statements No. 141, Business Combinations,
  and No. 142 Goodwill and Other Intangible Assets. Thus, the requirement
  in paragraph 5 of Statement 72 to recognize (and subsequently amortize) any
  excess of the fair value of liabilities assumed over the fair value of tangible
  and identifiable intangible assets acquired as an unidentifiable intangible
  asset no longer applies to acquisitions within the scope of this Statement.

In addition, this Statement amends FASB Statement No. 144,
  Accounting for the Impairment or Disposal of Long-Lived Assets, to include
  in its scope long-term customer-relationship intangible assets of financial
  institutions such as depositor and borrower relationship intangible assets and
  credit cardholder intangible assets. Consequently, those intangible assets are
  subject to the same undiscounted cash flow recoverability test and impairment
  loss recognition and measurement provisions that Statement 144 requires for
  other long-lived assets that are held and used. SFAS 147 is effective October
  1, 2002. The adoption of SFAS 147 did not have a material effect on the Companies
  consolidated financial statements.

In December 2002, the Financial Accounting Standards Board
  issued SFAS No. 148, Accounting for Stock-Based Compensation  Transition
  and Disclosure (SFAS 148). SFAS 148 amends SFAS No. 123 Accounting
  for Stock-Based compensation (SFAS 123), to provide alternative methods
  of transition for a voluntary change to the fair value based method of accounting
  for stock-based employee compensation. In addition, SFAS 148 amends the disclosure
  requirements of SFAS 123 to require prominent disclosures in both annual and
  interim financial statements about the method of accounting for stock-based
  employee compensation.

F-9

---

VIPC COMMUNICATIONS, INC. (Formerly Beach Couch, Inc.)
  (A Development Stage Company)Notes to Consolidated Financial Statements
  As of December 31, 2002

NOTE 3. ACQUISITIONS

On June 5, 1998, the Company authorized the issuance of 1,000,000
  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.

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. This includes the issuance of 20,000,000 shares for VIPC Corp. and
  100,000 for Elawchina.

NOTE 4. STOCKHOLDERS EQUITY

On June 5, 1998, the Board of Directors authorized the issuance
  of 4,000,000 common shares at $.08 per share through a Section 504 (Reg. D)
  offering. As of December 31, 1998, the Company had received cash for 2,227,500
  shares but such shares had not been issued. The stock issuance was completed
  in 1999. Also in 1999 there was an additional 39,000,000 shares issued. Stockholders
  also contributed an additional 13,000 in 1999. In 2000 the Company authorized
  a ten for one stock split. The stockholders equity report has been changed
  to reflect the 10 for 1 split as of inception. Also, In 2000 the Company issued
  stock for its acquisitions (see Notes 1 and 3) and had some stock cancellations.
  In March 2001, there were issuances totaling 2,350,000 shares of common stock
  for consulting services at $.10 per share. There were no stock issuances for
  the year ended December 31, 2002.

NOTE 5. INCOME TAXES

The Companys total deferred tax asset at December 31,
  2002 is as follows:

| | Net operating loss carryforward | $ | 116,264  |  
| | ------------------------------- | - | -------- | -
| | Valuation allowance             |   | (116,264 | )
| |                                 | $ | -0-      |  

The Company has a net operating loss caryforward of approximately
  $341,952 which, if not utilized, will completely expire in 2021. It is reasonably
  possible that the Companys estimate of its valuation allowance will change.

F-10

---

VIPC COMMUNICATIONS, INC. (Formerly Beach Couch, Inc.)
  (A Development Stage Company)Notes to Consolidated Financial Statements
  As of December 31, 2002

NOTE 6. GOING CONCERN

The Company's financial statements are prepared using generally
  accepted accounting principles applicable to a going concern, which contemplates
  the realization of assets and liquidation of liabilities in the normal course
  of business. However, the Companys present state of development provides
  no current source of revenue. Without realization of additional capital, it
  would be unlikely for the Company to continue as a going concern.

F-11

---

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
  Compliance with Section16(A) of the Exchange Act.

Directors and Executive Officers of the Company. The directors
  and executive officers of the Company, their ages, positions in the Company,
  and the dates of their election or appointment as director or executive officer
  are as follows:

|Name           |  | Age |  | Position                                        |  | Director
      Since
|-------------- |  | --- |  | ----------------------------------------------- |  | --------------------
|Zhang Lebing   |  | 53  |  | Chairman, Chief Executive Officer and Director  |  | June 29, 2000       
|               |  |     |  |                                                 |  |                     
|Michael Harrop |  | 58  |  | President, Chief Financial Officer and Director |  | March 20, 2000      
|               |  |     |  |                                                 |  |                     
|Fan XinXiang   |  | 42  |  | Treasurer and Director                          |  | June 29, 2000       

Directors serve in such capacity until the next annual meeting
  of the Company's shareholders and until their successors have been elected and
  qualified. The Company's officers serve at the discretion of the Company's Board
  of Directors, until their death, or until they resign or have been removed from
  office. The Board of Directors has not audit or compensation committees.

ZHANG LEBING has been Chairman of the Board and Chief Executive
  Officer of the Company since June 29, 2000. Mr. Zhang Lebing has 15 years of
  experience of internet and telecom technology and management. From 1996 to the
  present, he worked on internet and telecom projects in Sichuan Province, 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, he 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 Computer Control Systems.

MICHAEL HARROP has been President, Chief Financial Officer
  and Director of the Company since March 20, 2000. Mr. Harrop is a graduate of
  Cambridge University. He worked in manufacturing for Coats and in marketing
  for DuPont, prior to building his own company manufacturing aircraft parts.
  Since the 1980's he has been active in restructurings and early-stage ventures
  worldwide. Mr. Harrop is currently an officer and director of two non-public
  entities, Beijing Development Corp., and EHI Holding S.A. Mr. Harrop also currently
  serves as an officer and director of two other publicly-held companies: Jupiter
  Enterprises, Inc, and Century Milestone S&T Co., Ltd.

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 1999 to present, she has worked for IP
  telephony marketing in both of Los Angles of USA and Moscow of Russia. From
  1996 to 1999, she was involved in marketing in ISP (Internet) in Sichuan Province,
  China. 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 Television from 1980 until 1983, majoring
  in Computer Applications.

6

---

Compliance With Section 16(a) of the Securities Exchange Act of 1934.

Section 16(a) of the Securities Exchange Act of 1934 requires
  the Company's officers and directors, and persons who own more than 10% of a
  registered class of the Company's equity securities, to file reports of ownership
  and changes in ownership with the Securities and Exchange Commission ("SEC").
  Officers, directors, and greater than 10% shareholders are required by SEC regulation
  to furnish the Company with copies of all Section 16(a) forms they file. Based
  solely on its review of copies of such reports received or written representations
  from certain reporting persons, the Company believes that, during the year ended
  December 31, 2002, all Section 16(a) filing requirements applicable to its officers,
  directors and ten percent shareholders were in compliance with SEC regulations.

Item 10. Executive Compensation.

The following table sets forth information about compensation
  paid to, or accrued for the benefit of the Company's officers and directors
  during the year ended December 31, 2002. Due to the reorganization none of the
  following individuals held positions with the Company prior to the year 2000,
  except for Mr. Harrop. Mr. Harrop and previous officers and directors of the
  Company did not receive any compensation from the Company from December 31,
  1998 until the current officers and directors were appointed in 2002. None of
  the Company's directors or executive officers earned more than $100,000 during
  the years ended December 31, 2002, 2001 and 2000.

Summary Compensation Table

|                           |               | Annual
      Compensation
|-------------------------- | ------------- | -------------------------
|(a)                        | (b)           | (c)                      
|Name                       |               |                          
|And                        | Year          |                          
|Principal                  | Ended         | Salary                   
|Position                   | Dec.
      31 | ($)                      
|                           |               |                          
|Zhang Lebing, CEO,         | 2002          | $0                       
|Chairman & Director        | 2001          | $0                       
|                           | 2000          | $0                       
|                           |               |                          
|Michael Harrop, President, | 2002          | $0                       
|CFO & Director             | 2001          | 0                        
|                           | 2000          | $0                       
|                           |               |                          
|Fan XinXiang, Treasurer &  | 2002          | $0                       
|Director                   | 2001          | $0                       
|                           | 2000          | $0                       

7

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|                     |          | Long
      Term Compensation |           
|-------------------- | -------- | ---------------------------- | ----------
|                     |          | Awards                       | Payouts   
|                     |          |                              |           
|(a)                  | (b)      | (f)                          | (g)       
|Name                 | Year     | Restricted                   |           
|And                  | Ended    | Stock                        | Shares    
|Principal            | December | Award(s)                     | Underlying
|Position             | 31       | ($)                          | Options   
|                     |          |                              |           
|Zhang Lebing, CEO,   | 2002     | $0                           | $0        
|Chairman & Director  | 2001     | $0                           | $0        
|                     | 2000     | $0                           | $0        
|                     |          |                              |           
|Michael Harrop,      | 2002     | $0                           | $0        
|President, CFO &     | 2001     | $0                           | $0        
|Director             | 2000     | $0                           | $0        
|                     |          |                              |           
|Fan XinXiang,        | 2002     | $0                           | $0        
|Treasurer & Director | 2001     | $0                           | $0        
|                     | 2000     | $0                           | $0        

Option/SAR Grants, Exercises, LTIP Awards.

Because no options, stock appreciation rights or Long-Term
  Incentive Plans have been granted to any of the executive officers, the information
  and tables otherwise required by this item which relate to such forms of compensation
  have been omitted.

There are no written employment agreements with any of the
  Companys executive officers.

Item 11. Security Ownership of Certain Beneficial Owners
  and Management.

The following table sets forth, as of September 30, 2003,
  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.

| |                               |  |                      |  | Percent Owned    | 
| | ----------------------------- |  | -------------------- |  | ---------------- | 
| | Name and Address of           |  | Amount and Nature of |  | Beneficially and | 
| | Beneficial Owner              |  | Beneficial Ownership |  | Of Record        | 
| |                               |  | (n1)                 |  | (n2)             | 
| |                               |  |                      |  |                  | 
| | Zhang Lebing (n3)             |  | 3,750,000            |  | 12.4%            | 
| | No. 1, Bei Jiao Chang Hou St. |  |                      |  |                  | 
| | Chengdu, China                |  |                      |  |                  | 
| |                               |  |                      |  |                  | 
| | Michael Harrop (n3)           |  | 500,000              |  | 1.6%             | 
| | 94 Rue de Lausanne, CH1202    |  |                      |  |                  | 
| | Geneva, Switzerland           |  |                      |  |                  | 
| |                               |  |                      |  |                  | 
| | Fan XinXiang (n3)             |  | 3,750,000            |  | 12.4%            | 
| | No. 1, Bei Jiao Chang Hou St. |  |                      |  |                  | 
| | Chengdu, China                |  |                      |  |                  | 

8

---

| |                               |  |                      |  | Percent Owned    | 
| | ----------------------------- |  | -------------------- |  | ---------------- | 
| | Name and Address of           |  | Amount and Nature of |  | Beneficially and | 
| | Beneficial Owner              |  | Beneficial Ownership |  | Of Record        | 
| |                               |  | (1)                  |  | (2)              | 
| |                               |  |                      |  |                  | 
| | Benny Li                      |  | 5,030,000            |  | 16.6%            | 
| | 1011 Building A               |  |                      |  |                  | 
| | Everbright ChangAn, No. 7     |  |                      |  |                  | 
| | JianGuoMenNei Dajie           |  |                      |  |                  | 
| | Beijing, China                |  |                      |  |                  | 
| |                               |  |                      |  |                  | 
| | YNOT China, Inc.              |  | 3,000,000            |  | 9.9%             | 
| | 116 Main Street, 2nd Floor    |  |                      |  |                  | 
| | Road Town, Tortola BVI        |  |                      |  |                  | 
| |                               |  |                      |  |                  | 
| | All officers and directors of |  | 8,000,000            |  | 26.4%            | 
| | the Company as a group        |  |                      |  |                  | 
| | (three) persons)              |  |                      |  |                  | 
| |                               |  |                      |  |                  | 

| | (n1) |  | Unless otherwise indicated, all shares are directly owned
      and investing power is held by the persons named in the table.          
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------
| |      |  |                                                                                                                                         
| | (n2) |  | Based upon 30,352,500 shares of Common Stock outstanding
      as of December 31, 2002.                                                 
| |      |  |                                                                                                                                         
| | (n3) |  | This person is an officer and/or director of the Company.                                                                               
| |      |  |                                                                                                                                         
| | (n4) |  | Includes shares of Common Stock held
        by Harrop, Lees, Brown & Co. of which Michael Harrop is the President
        and Director.

Equity Compensation Plan Information

The following information concerning the Companys equity
  compensation plan is as of the end of the fiscal year ended December 30, 2002:

|Plan category                                                          | Number of securities to be
      issued upon exercise of
      outstanding options,
      warrants and rights
      (a) | Weighted-average
      exercise price of options,
      warrants and rights
      (b) | Number of securities
      available for future issuance
      under equity compensation
      plans (excluding securities
      reflected in column (a)) (n1)
      (c)
|---------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans
      approved by security
      holders     | N/A                                                                                                                     | N/A                                                                                   | N/A                                                                                                                                                                     
|Equity compensation plans
      not approved by security
      holders | 2,350,000                                                                                                               | $0.10                                                                                 | 350,000                                                                                                                                                                 
|Total                                                                  | 2,350,000                                                                                                               | $.10                                                                                  | 350,000                                                                                                                                                                 

9

---

On March 20, 2001, the Company adopted an employee benefit
  and consulting services compensation plan entitled the VIPC Communications,
  Inc. Stock Plan (the Plan). The Plan covered up to 5,00,000 shares
  of common stock. The Plan has not previously been approved by security holders.
  Under the Plan, the Company may issue common stock and/or options to purchase
  common stock to certain officers, directors and employees and consultants of
  the Company and its subsidiaries. The purpose of the Plan is to promote the
  best interests of the Company and its shareholders by providing a means of non-cash
  remuneration to eligible participants who contribute to operating progress and
  earning power of the Company. The Plan is administered by the Company's Board
  of Directors or a committee thereof which has the discretion to determine from
  time to time the eligible participants to receive an award; the number of shares
  of stock issuable directly or to be granted pursuant to option; the price at
  which the option may be exercised or the price per share in cash or cancellation
  of fees or other payment which the Company or its subsidiaries is liable if
  a direct issue of stock and all other terms on which each option shall be granted.

Item 12. Certain Relationships and Related Transactions.

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 (Elaw), including Elaw shareholder Benny Li, who subsequently
  became an officer and director of the Company. Mr. Li is no longer an officer
  or director.

On June 29, 2000, the Board of Directors authorized the issuance
  of 20,000,000 shares of common stock to ten shareholders of VIPC Corporation
  (VIPC) in connection with the acquisition of VIPC, including VIPC
  shareholders Zhang Lebing, Michael Harrop, Fan XinXiang and Benny Li, who subsequently
  became officers and directors of the Company. Mr. Li is no longer an officer
  or director.

Item 13. Exhibits and Reports on Form 8-K.

(a) 	Exhibits

List of Exhibits.

|Exhibit | Description                                                                                                                                                                                                                                 
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                             
|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     | Restated Bylaws for VIPC Communications,
        Inc. as restated on October 9, 2000 and currently in effect. (Incorporated
        by reference to Exhibit 3.4 of the Companys current report on Form
        8-K dated November 9, 2000.)
|        |                                                                                                                                                                                                                                             
|10.4    | VIPC Communications, Inc. Stock Plan
        dated March 20, 2001 (Incorporated by reference to Exhibit 10.4 of the
        Companys Registration Statement on Form S-8 (file no. 333-57948
        ) filed March 30, 2000.)               
|        |                                                                                                                                                                                                                                             
|31.1    | Section 302 Certification by the Corporations Chief
      Executive Officer.   (Filed herewith).                                                                                                                                           
|        |                                                                                                                                                                                                                                             
|31.2    | Section 302 Certification by the Corporations Chief
      Financial Officer.   (Filed herewith).                                                                                                                                           
|        |                                                                                                                                                                                                                                             
|32.1    | Section 906 Certification by the Corporations Chief
      Executive Officer.   (Filed herewith).                                                                                                                                           
|        |                                                                                                                                                                                                                                             
|32.2    | Section 906 Certification by the Corporations Chief
      Financial Officer.   (Filed herewith).                                                                                                                                           

10

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(b) Reports on Form 8-K

The Company did not file any Current Reports on Form 8-K during the quarter
  ended December 31, 2001.

Item 14. Controls and Procedures

Based on their most recent evaluation, which was completed
  as of the end of the period covered by this periodic report on Form 10-KSB,
  the Company's Chief Executive Officer and Chief Financial Officer believe the
  Company's disclosure controls and procedures (as defined in Exchange Act Rules
  13a-14 and 15d-14) are effective to ensure that information required to be disclosed
  by the Company in this report is accumulated and communicated to the Company's
  management, including its principal executive officer and principal financial
  officer, as appropriate, to allow timely decisions regarding required disclosure.
  During the last fiscal quarter to which this report relates, there were no significant
  changes in the Company's internal controls or other factors that could significantly
  affect these controls subsequent to the date of their evaluation and there were
  no corrective actions with regard to significant deficiencies and material weaknesses.

11

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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: October 10, 2003

By: /s/ Michael Harrop
           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        Michael Harrop, President,
    Chief Financial
            and Accounting Officer and Director Date: October 10, 2003 By: /s/ Zhang Lebing
            Zhang Lebing, Chairman, Chief Executive
            Officer and Director Date: October 10, 2003 By: /s/ Fan XinXiang
            Fan XinXiang, Treasurer and Director Date: October 10, 2003


12

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EXHIBIT INDEX

|Exhibit | Description                                                                                                                                                                                                                                 
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                             
|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     | Restated Bylaws for VIPC Communications,
        Inc. as restated on October 9, 2000 and currently in effect. (Incorporated
        by reference to Exhibit 3.4 of the Companys current report on Form
        8-K dated November 9, 2000.)
|        |                                                                                                                                                                                                                                             
|10.4    | VIPC Communications, Inc. Stock Plan
        dated March 20, 2001 (Incorporated by reference to Exhibit 10.4 of the
        Companys Registration Statement on Form S-8 (file no. 333-57948
        ) filed March 30, 2000.)               
|        |                                                                                                                                                                                                                                             
|31.1    | Section 302 Certification by the Corporations Chief
      Executive Officer.   (Filed herewith).                                                                                                                                           
|        |                                                                                                                                                                                                                                             
|31.2    | Section 302 Certification by the Corporations Chief
      Financial Officer.   (Filed herewith).                                                                                                                                           
|        |                                                                                                                                                                                                                                             
|32.1    | Section 906 Certification by the Corporations Chief
      Executive Officer.   (Filed herewith).                                                                                                                                           
|        |                                                                                                                                                                                                                                             
|32.2    | Section 906 Certification by the Corporations Chief
      Financial Officer.   (Filed herewith).                                                                                                                                           

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