SECURITIES AND  EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

                            For the fiscal year ended:
                                  December 31, 1999

                             Commission File Number

                                    0-25747

                               BEACH COUCH, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

             Delaware                                          33-0812709
            ----------                                         ----------
   (State or other jurisdiction of                           (I.R.S. Employer
    incorporation or organization)                        Identification Number)


  4190 Bonita Rd., Suite 105, Bonita, CA                           91902
-----------------------------------------                -----------------------
  (Address of Principal Executive Offices)                      (Zip Code)

Issuer's telephone number:  (619) 297-2717  Securities  registered under Section
12(b) of the Act: None Securities registered under Section 12(g) of the Act:

                          Common Stock $.0001 Par Value
                          -----------------------------

                                 Title of Class

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                                  Yes   X    No
                                      -----      -----

Check if there is no  disclosure of  delinquent  filers  pursuant 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. [ X ]

State issuer's revenues for the most recent fiscal year. $17,786.

On  ******,  2000,  the  aggregate  market  value of the  voting  stock  held by
non-affiliates  of  the  Registrant  was  approximately  $******,   computed  by
reference to the price at which the stock was sold on such date.

There were 4,222,750  shares of common stock $.0001 par value  outstanding as of
March 29, 2000.

                      Documents incorporated by reference: None.



Transitional Small Business Format (check one): Yes      ;  No   X
                                                    -----      -----


   --------------------------------------------------------------------------

<PAGE>

ITEM 1 DESCRIPTION OF BUSINESS


GENERAL

1. Beach Couch, Inc., a Delaware corporation ("the Company") was incorporated on
June 4,  1998.

2. On June 5,  1998 the  Company  acquired  all of the  stock of
California Beach Couch,  Inc. ("CBC") from Edward F. Myers III, the president of
the Company in an exchange of 100,000  shares of the Company's  common stock for
10,000  shares of CBC.

3. The Company has not and does not use  computers in its
business  and  therefore  does not expect to be  impacted by a Y2K  problem.

4. Business  Description

MISSION

The  mission of the  Company  is to create  profit by  selling  its beach  couch
product to the general public, directly, via retail outlets, and using a variety
of other marketing methods.

PRODUCT

The  Company's  product is a low-to-the  ground,  two person beach chair made of
nylon sheets and tubular  aluminum.  It is  approximately  40 inches  wide.  The
product allows two people to sit next to each other. It can be folded and stored
in a typical  auto back seat or trunk.  It can be carried  more  easily than two
separate chairs and provides a 'togetherness' quality for family and loved ones.
A small child can sleep stretched out.


MANUFACTURING

An initial  batch of 75 couches was  produced by the end of 1998 and sold mostly
in early 1999. A second batch of 240 units was in process on June 30, 1999.  All
materials  for the 240 units had been  purchased.  One  Hundred  ten units  were
completed as of July 15.


                                       2
<PAGE>

Negotiations  with the  aluminum  supplier  recently  made it  possible  to take
advantage of the  economics  of larger  material  orders.  The next batch of 250
units should make possible savings in manufacturing costs. The minimum period of
time for a run of 250 is  approximately  three weeks.  As production runs become
larger,   modification  of  production   techniques  will  provide  for  greater
efficiency.

MARKETING

Marketing efforts include  availability of couches in the following shops in the
San Diego area: Surf Hut (Imperial  Beach,  CA), Emerald City (Mission Beach and
Coronado,  CA), Killer Dan (Dana Point,  CA), and the San Clemente Surf Co. (San
Clemente,  CA).  Sample  chairs are also with  consultants,  Pocket  Products in
Taiwan whose office is in San Diego, CA.

The Company also has a sales representative in Sacramento, CA.

The marketing arrangements with the entities above are oral and are net 30 days.

Company  officers  have had  meetings  with  buyers for large  discount  stores.
Interest has been expressed in large orders for couches with  imprinted  company
names.

Event  marketing is taking place most  recently at the Over the Line  Tournament
(July  8-20) in San  Diego,  CA.  Soccer  tournaments  and local  fairs are also
anticipated market possibilities.

The Company presently has a web site on the Internet for informational  purposes
only.  Products cannot be ordered directly from the site. Company has no present
plans for placement in catalogs.

Credit card  charging  ability is being  pursued to make  possible  sales on the
Internet  as well as  placement  of the  product  in  suitable  catalogs.  Those
arrangements are not yet in place.

                                       3
<PAGE>

SALES

As chairs came off the assembly line they were placed in shops or sold by direct
sales. As of June 30,  approximately  110 chairs had been sold with requests for
more as soon as available.

SUPPLIERS

Suppliers  were  selected  on the  basis of best  price  and  service  but other
companies  are available  also. It is not believed  there is likely to develop a
scarcity of available  aluminum,  steel or cloth at acceptable  prices which are
the product's components.

Suppliers are:

Specialty Metals Industries of Temecula, CA (aluminum tubing);  Industrial Metal
Supply of San Diego, CA (steel);  Top Value Fabrics of Carson,  CA (cloth);  and
Boolie Seating Co. of San Diego, CA (aluminum fabrication).

The  Company  knows of no  state or  federal  governmental  regulations  for the
product.

There was no money spent on research. Development consisted of the production of
the prototype.

The Company believes that the product will have no environmental impact.


COMPETITION

Currently,  as best can be determined,  there is no closely similar
product on the market today.  The Southern  California  area is a prime location
for marketing this product.  Unless and until there is another company producing
a very  similar,  chair,  the Company  should be able to capture a large  market
share as the 'first' to develop such a beach  'couch'.  It is unlikely  that the
Company can completely prevent  competition into the market and will concentrate
on early  establishment  of business  relationships  with the  customers  in the
Southern California region.

Although the Company has a patent on its product, substantial amounts of capital
may be required to defend the patent against competitors if competitorschoose to
market a similar product. A patent, however, may discourage others from entering
this market.

The Company as of December 31, 1999  estimates  that the feasible  batch size is
300 couches with a production  time of 3 weeks Estimated time between the finish
of a  production  batch and sale of the batch  depends on the time of year.  The
Summer  months are  expected to provide  greater  sales  activity  than  Winter.
Projected average sales price is $50 at an average cost of goods of $30 making a
gross profit per couch of $20.


PATENT

On November 25, 1998 Messrs.  Myers  (president of the Company) and Jordon ("the
Inventors") filed a patent  application for a "foldable couch seat" (application
No. 29/097,015).  On March 9, 1999 the patent was allowed by the U.S. Patent and
Trademark Office. The invention is owned by California Beach Couch,  Inc.("CBC")
a wholly owned subsidiary of the Company.  On June 10, 1998 the Inventors signed
an agreement with CBC whereby any invention of theirs made during their terms as
employees,  officers and/or directors of CBC would be assigned to CBC and become
the sole  property  of CBC.  An  assignment  has been  filed  with the US patent
office.


SUBSEQUENT EVENT

Subsequent to year end, the Company  entered into an agreement to acquire e-Law,
a Beijing,  China based  internet  company  formed for the purpose of  providing
information  and services  related to Chinese legal matters.  In connection with
this change in the Comapny's business plans, the Company sold its beach products
business,  contained in the Company's wholly-owned subsidiary,  California Beach
Couch,  Inc.,  to Edward F. Myers III,  the  Company's  founder,  officer  and a
director, for $5,000.00. This sale took place on March 6, 2000.

The Company intends to file consolidated financial statements within 60 days.

                                       4
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY

The Company owns no real property.  The Company rents  approximately 1000 square
feet from a  non-affiliated  party for $175.00 per month.  This space is used to
assemble the product and is considered  sufficient for the  foreseeable  future.
The Company  rents this  property on a month to month basis.  The Company has no
reason to believe  that it may not  continue  this  rental  for the  foreseeable
future. Similar property is readily available at similar cost. The Company also
maintains  an address  rent free from  Califia  Realty at 4190 Bonita Road #105,
Bonita, CA 91902. This office is only for the delivery of mail.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of the fiscal year covered by this report,  no matters
were submitted to a vote of security holders.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Title of Class                                       Number of Record Holders
--------------                                       ------------------------
Common                                                           49

There  is,  as of the date of the end of this  reporting  period,  there  was no
public market in any class of stock of the Company.

ITEM 6. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Plan of Operation


The  Company  manufactures  its  product in  "batches".  The  initial  batch was
manufactured  in fiscal  1998 and  consisted  of 75 couches of which 6 were sold
prior to December 31, 1998. For the year ended December 31, 1998 the Company had
a loss of  $5,93l,  of which  $369 was  attributed  to gross  loss and $4,712 to
operating expenses. For the year ended December 31, 1999, the Company had a loss
of $24,199,  consisting of a gross profit of $826, operating expenses of $23,921
and other expenses of $1,104.

On December 31, 1998,  the Company had an inventory of $3,109,  consisting of 69
finished couches, and on December 31,1999, it had inventory of $1,440.

On December  31, 1999 the  Company  had sales of $17,786,  with gross  profit of
$826.  The Company had an  inventory  of $1,440 and an  accounts  receivable  of
$2,225 at December 31, 1999, while it had an inventory of $3,109 and an accounts
receivable  of $0 at December 31, 1998.  This reflects an increase of sales over
the past year, with the attendant monies not yet collected.

For the year ended  December 31,  1998,  the Company had sales of $315 and a net
loss on sales of $5,081. Net loss from operations for the period was $5,931. For
the year ended  December  31,  1998,  the Company had sales of $17,786 and a net
loss on  sales of  $23,095.  This was due  primarily  to the high  cost of sales
($16,969) for the period.

As of December 31, 1999,  the Company spent  approximately  $16,960 on marketing
and promotion of its product.  The Company  considers this to be attributable to
initial market recognition.

The Company's  officers and directors will continue to operate the business with
no compensation.

Subsequent to year end, the Company  entered into an agreement to acquire e-Law,
a Beijing,  China based  internet  company  formed for the purpose of  providing
information  and services  related to Chinese legal matters.  In connection with
this change in the Company's business plans, the Company sold its beach products
business,  contained in the Company's wholly-owned subsidiary,  California Beach
Couch,  Inc.,  to Edward F. Myers III,  the  Company's  founder,  officer  and a
director, for $5,000.00. This sale took place on March 6, 2000.

The Company intends to file consolidated financial statements within 60 days.


                                       5
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

       Audited Financial Statements for the year ended December 31, 1999.



                        BEACH COUCH, INC. AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                            FOR THE PERIOD YEAR ENDED

                    (DATE OF INCEPTION) TO DECEMBER 31, 1999

<TABLE>
<CAPTION>


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<S>                                                                                    <C>
INDEPENDENT AUDITOR'S REPORT                                                            F-1

CONSOLIDATED FINANCIAL STATEMENTS:

  Consolidated Balance Sheet as of December 31, 1999 & 1998                             F-2 - F-3

  Consolidated Statement of Operations                                                  F-4

  Consolidated  Statement of Changes in Stockholders  Equity for the period from
  June 4, 1998 (date of inception) to December 31, 1999                                 F-5

  Consolidated Statement of Cash Flows for the years ended
  December 31, 1999 & 1998                                                              F-6

  Notes to Consolidated Financial Statements                                            F-7 - F-9

</TABLE>

                                       6
<PAGE>



To the Board of Directors of
Beach Couch, Inc. and Subsidiary:


We have audited the accompanying consolidated balance sheet of Beach Couch, Inc.
and  subsidiary  (collectively,  the  Company) as of  December  31, 1999 and the
related  consolidated  statements of operations,  changes in stockholders equity
and cash flows for the year then ended. These consolidated  financial statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an  opinion on these  consolidated  statements  based on our audit.  The
financial  statements  of the  Company as of December  31, 1998 were  audited by
other  auditors  whose  report  dated March 4, 1999,  expressed  an  unqualified
opinion on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  consolidated  financial  statements  are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting  principled used and significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audit provides 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 the Company as of
December 31, 1999 and the results of its  operations  and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.


/s/ ARMANDO C. IBARRA, CPA
----------------------------
Armando C. Ibarra, CPA

Chula Vista, CA
February 29, 2000


                                       7
<PAGE>

<TABLE>
<CAPTION>


                        BEACH COUCH INC., AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

                                     ASSETS
--------------------------------------------------------------------------------

                                                               1999        1998
                                                               ----        ----
       CURRENT ASSETS
<S>                                                        <C>          <C>
             Cash                                       $        857     $   11,230
             Accounts receivable                               2,225              0
             Inventory                                         1,440          3,109
                                                         ------------     ----------
       TOTAL CURRENT ASSETS                             $      4,522     $   14,339

       MACHINERY AND EQUIPMENT NET                             2,735              0

       OTHER ASSETS
             Patent cost                                         515              0
                                                         ------------     ----------
       TOTAL OTHER ASSETS                                        515              0
                                                         ------------     ----------
             TOTAL ASSETS                               $      7,772     $   14,339
                                                         ============     ==========

                                      F-2

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                        BEACH COUCH INC., AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

                       LIABILITIES & STOCKHOLDERS' EQUITY
-------------------------------------------------------------------------------------------------------------------------

                                                                               1999              1998
                                                                               ----              ----
       CURRENT LIABILITIES
<S>                                                                      <C>                   <C>
          Accounts payable - trade                                       $     3,192      $          0
          Income taxes payable                                                     0                850
          Other short-term loans                                               1,400
          Stockholder loan                                                     2,000              1,500
                                                                           ----------       ------------
       TOTAL CURRENT LIABILITIES                                               6,592              2,350
                                                                           ----------       ------------

              TOTAL LIABILITIES                                          $     6,592       $      2,350

       STOCKHOLDERS' EQUITY

            Preferred Stock, $.0001 par value, 20,000,000 shares
                 authorized, none issued and outstanding                           0                  0
            Common stock, $.0001 par value, 50,000,000 shares
                 authorized, 4,222,750 and 100,000 issued and                    422             18,220
                 outstanding for 1999 and 1998, respectively.
            Adittional paid-in capital                                        30,888                 90
            Stock subscriptions receivable                                         0               (390)
            Retained earnings (deficit)                                      (30,130)                 0
            Deficit accumulated in the development stage                                         (5,931)
                                                                           ----------       ------------
       TOTAL STOCKHOLDERS' EQUITY                                              1,180             11,989
                                                                           ----------       ------------
               TOTAL LIABILITIES AND
                          STOCKHOLDERS' EQUITY                            $    7,772       $     14,339
                                                                           ==========       ============



</TABLE>

                                      F-3

<PAGE>

<TABLE>
<CAPTION>


                        BEACH COUCH, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENT OF OPERATIONS

                FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1999 AND
              FOR THE PERIOD FROM JUNE 4, 1998 TO DECEMBER 31, 1998

-----------------------------------------------------------------------------------------------------------

                                                                              1999                   1998
                                                                              ----                   ----
             REVENUES
            <S>                                                        <C>                 <C>
                 Revenues                                            $      17,786       $        315
                                                                       ------------        -----------
                  TOTAL NET REVENUES                                        17,786                315

             COST OF SALES

                 COST                                                       16,960                684
                                                                       ------------        -----------
                 TOTAL COST OF SALES                                        16,960                684
                                                                       ------------        -----------
             GROSS PROFIT (LOSS)                                               826               (369)
             OPERATING EXPENSES                                             23,921              4,712
                                                                       ------------        -----------
             NET OPERATING INCOME                                          (23,095)            (5,081)

             OTHER INCOME (EXPENSES)
                  Depreciation expense                                        (304)                 0
                  Income tax expense                                          (800)              (850)
                                                                       ------------        -----------
                   TOTAL OTHER INCOME (EXPENSES)                            (1,104)              (850)

                      NET INCOME/ (LOSS)                            $      (24,199)      $     (5,931)
                                                                       ============        ===========

             WEIGHTED AVERAGE SHARES OUTSTANDING                         3,330,140          4,074,202
                                                                       ------------        -----------
             NET LOSS PER COMMON SHARE                              $       (0.007)       $    (0.001)
                                                                       ============        ===========


</TABLE>

                                      F-4

<PAGE>


<TABLE>
<CAPTION>

                        BEACH COUCH, INC. AND SUBSIDIARY

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
               FROM INCEPTION (JUNE 4, 1998) TO DECEMBER 31, 1999

------------------------------------------------------------------------------------------------------------------------------------
            DECEMBER 31, 1998        COMMON      STOCK    ADDITIONAL     STOCK TO         STOCK         RETAINED         TOTAL
                                     SHARES     AMOUNT     PAID-IN      BE ISSUED     SUBSCRIPTIONS     EARNINGS     STOCKHOLDERS'
                                                           CAPITAL                      RECEIVABLE      (DEFICIT)        EQUITY
------------------------------------------------------------------------------------------------------------------------------------

<S>                               <C>            <C>       <C>          <C>              <C>            <C>             <C>
BALANCE, JUNE 4, 1998              $      0       $  0     $     0       $     0            $   0       $      0              $0

Common stock issued for
   purchases of subsidiary          100,000         10          90                              0                            100

Prodeeds Received on Stock
   to be issuied                                                          17,820                0                         17,820

Common stock to be issued
   to company directors                                                      390             (390)             0               0

Net loss for year                                                                                         (5,931)         (5,931)
                               --------------------------------------------------------------------------------------------------

BALANCE, DECEMBER 31, 1998          100,000        $10         $90       $18,210            ($390)       ($5,931)        $11,989

Common stock issued                 222,750         22      17,798       (17,820)                                              0

Common stock issued               3,900,000        390                      (390)             390                            390

Additional paid-in Capital                                  13,000                                                        13,000

Net loss for year                                                                                        (24,199)        (24,199)
                               --------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1999       $4,222,750       $422     $30,888       $     0             $  0       $(30,130)        $ 1,180
                               ==================================================================================================

</TABLE>

                                      F-5

<PAGE>

<TABLE>
<CAPTION>


                        BEACH COUCH INC., AND SUBSIDIARY

                            STATEMENTS OF CASH FLOWS
                           DECEMBER 31, 1999 AND 1998

-------------------------------------------------------------------------------------------------------------------------
                                                                                        1999                  1998
                                                                                        ----                  ----
          CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                             <C>                   <C>
          Net loss                                                              $           (24,199)  $           (5,931)
          Adjustments to reconcile net loss to cash used in operations:
               Depreciation expense                                                             304                    0
               Increase in Accounts Receivable                                               (2,225)                   0
               Decrease in Inventory                                                          1,669               (3,109)
               Increase in accounts payable & income tax payable                              2,342                  850
               Increase in Stockholder and other short-term loans                             1,900                1,600
                                                                                  ------------------    -----------------
               NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                             (20,209)              (6,590)

          CASH FLOWS FROM INVESTING ACTIVITIES
               Acquisition of property and equipment                                         (3,039)                   0
               Investment in Patent                                                            (515)                   0
                                                                                  ------------------    -----------------
               NET CASH USED BY INVESTING ACTIVITIES                                         (3,554)                   0

          CASH FLOWS FROM FINANCING ACTIVITIES
               Contributions by investors                                                    13,390               17,820
               Dividends paid                                                                     0                    0
                                                                                  ------------------    -----------------
               NET CASH PROVIDED BY FINANCING ACTIVITIES                                     13,390               17,820
                                                                                  ------------------    -----------------
              NET INCREASE (DECREASE) IN CASH                                               (10,373)              11,230

              CASH AT BEGINNING OF YEAR                                                      11,230                    0
                                                                                  ------------------    -----------------
              CASH AT END OF YEAR                                               $               857               11,230
                                                                                  ==================    =================



</TABLE>

                                      F-6

<PAGE>


                        BEACH COUCH, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  FOR THE YEARS ENDED DECEMBER 31, 1999 & 1998



A.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION

Beach Couch, Inc., a Delaware corporation (the Company) was incorporated on June
4, 1998. The Company has developed a unique, low to the ground, two-person beach
chair, and plans to sale directly to the public and through distributors.

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.

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.
These shares were included in earnings per share for the period,  ended December
31, 1998 and 1999.

                                       F-7

<PAGE>


                        BEACH COUCH, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  FOR THE YEARS ENDED DECEMBER 31, 1999 & 1998



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 operating  results of the acquired entity are included in the
Company's consolidated financial statements from the date of acquisition.

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.  RELATED PARTY TRANSACTIONS:

A stockholder of the Company is also a stockholder  of EFM Venture Group,  Inc.,
(EFM).  Included  in other  short term loans at December  31,  1999,  is $800 of
expenses EFM paid on behalf of the Company.

                                       F-8


<PAGE>


                        BEACH COUCH, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  FOR THE YEARS ENDED DECEMBER 31, 1999 & 1998



E.  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for income  taxes and interest  during the period  ended  December 31,
1999 were as follows:

             Income taxes               $ 850
             Interest                      -0-


F.  INCOME TAXES:

The Company's total deferred tax asset at December 31, 1999 is as follows:

            Net operating loss carryforward         $6,901
            Valuation allowance                     (6,901)
                                                    ------
                                                    $  -0-
                                                    ======

The  Company has a net  operating  loss  caryforward  of $30,130  which,  if not
utilized,  will  completely  expire in 2014. It is reasonably  possible that the
Company's estimate of valuation allowance will change.

G.  MACHINERY & EQUIPMENT:

A summary of property and equipment and the related  depreciation  expense is as
follows:

     Machinery & Equipment         $3,039
     Accumulated Depreciation        (304)
                                  --------
     Net                            2,735
                                  ========

Total depreciaton expense for 1999 was $304.

H.  RESTATEMENT:

Subsequent to March 4, 1999, it was discovered that the date of authorization by
the Board of Directors and the subsequent  signing of stock purchase  agreements
by certain  directors  of the Company had been  reported in error as December 1,
1998. On June 5, 1998, the Board of Directors authorized and purchased 3,900,000
common  shares at par value of $.0001 or $390.  The Company had not yet received
payment nor issued the shares as of December  31,  1998,  and  accordingly,  had
recorded  Subscriptions  Receivable  and Stock to be Issued  for the $390.  This
restatement had no effect on income taxes. Subsequent to year-end,  subscription
receivables  were paid in full and the common stock was issued,  as reflected in
year ended December 31, 1999.

                                       F-9

<PAGE>




ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURES

           The Company's  prior  accountant  retired from active practice in the
area of securities  filings and,  therefore,  the Company was required to retain
another accountant. The Company had no disagreements with its prior accountant.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS


  A. The Directors  and Officers of the Company,  all of whose terms will expire
one year from their  election,  or at such a time as their  successors  shall be
elected and qualified are as follows:


      NAME AND ADDRESS             AGE      POSITION                DATE ELECTED

      Edward F. Myers III           31      President and Director     6/5/98
      9031 Rosedale Dr.
      Spring Valley, Ca 91977

      Dal N. R. Grauer              53      Secretary and Director     6/5/98
      4190 Bonita Rd. #105
      Bonita, CA 91902

      J. Michael Page               53      Director                   6/5/98
      4190 Bonita Rd. #105
      Bonita, CA 91902

     Gary A. Stannell               45      Director                   6/5/98
     4190 Bonita Rd. #105
     Bonita, CA 91902

B. Resumes of the Directors and Officers of the Company are:

MR.  EDWARD F. MYERS III has served as  President  and a Director of the Company
since  June  5,  1998.  Since  1987,  he has  operated  Myers  Painting,  a sole
proprietorship.  Mr. Myers is a licensed  contractor in the State of California.
He is an  experienced  hang gliding pilot whose product is of a similar  tubular
construction as the Company product. . Mr. Myers is an experienced  entrepreneur
who has produced many  inventions  and formed new  companies.  In 1997 he formed
Call On- Line, Inc. which developed one of the first publicly available Internet
access machines.  In 1998 he formed Digital Sign  Corporation  which developed a
sign for parking lots which could be controlled via cellular phone.


MR. DAL N. R. GRAUER has held the position of Corporate  Secretary  and Director
of the Company  since June 5, 1998.  From  January 1994 to August of 1995 he was
employed by FCN Financial Services,  Inc. in the area of stockholder  relations.
Between  Augus 1995 and December  1998 he was employed by Airstar  Technologies,
Inc. where he was also corporate secretary and a Director.  Airstar Technologies
is a public company in the telecommunications  field. At Airstar he was involved
in corporate finance and investors  relations.  Since the end of 1998 he has not
been employed.  Airstar  Technologies Inc. filed for a Chapter 11 reorganization
on October 13, 1998 in the U.S. Bankruptcy Court in the city of Riverside in the
County of Riverside,  California.  Airstar Technologies remains in Chapter 11 as
of the date of this filing.


J. MICHAEL PAGE has been a director of the Company  since June 5, 1998.  For the
last  five  years  Mr.  Page  has  been a  self  employed  business  consultant,
consulting in the area of corporate structure and finance.

GARY A. STANNELL has been a Director of the Company since June 5, 1998.  Between
1993 and 1995 he was  employed  by  Autogas  Propane  Ltd.  He was in  charge of
merchandising  and supply of  products  for the  Provence  of British  Columbia,
Canada.  Since  1995.  Mr.  Stannell  has  been  President  and CEO of  Stannell
Petroleum  Ltd.("Stannell  Ltd").  Stannell  Ltd is a  supplier  of  Marine  and
Aviation fuels.  Stannell Ltd operates a truck stop and fueling  facility at the
Vancouver International Airport located in Richmond, B.C., Canada.


ITEM 10. EXECUTIVE COMPENSATION

A. None of the officers or directors  receives or has received any  remuneration
from the Company

B. There is no annuity,  pension or retirements  benefit  proposed to be paid to
officers,  directors or employees of the Company in the event of  retirement  at
normal  retirement  date  pursuant to any  presently  existing  plan provided or
contributed to by the Company or any of its subsidiaries, if any.

C. No  remuneration  is proposed to be paid in the future directly or indirectly
by the  Company to any  officer or  director  under any plan which is  presently
existing.  No options have been granted. The Company has not decided when and in
what circumstances it will start paying officers and directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain  information  concerning the Common Stock
ownership as of December 31, 1999, of each officer, director and who is known to
the  Company  as  management  or to be the  beneficial  owner of more  than five
percent of the Company's Common Stock.

    Name and Address         Amount and Nature of              Percent Ownership
    of Beneficial            Beneficial Ownership
       Owner

       Edward F. Myers III            125,000                                3.1
       J. Michael Page              1,925,000                               48.1
       Edward F. Myers II           1,900,000                               47.5
       Dal N.R. Grauer                 25,000                                 .6
       Gary A. Stannell                25,000                                 .6


Unless otherwise indicated, the named party is believed to be the sole owner and
has sole  voting  control of the shares set forth in the above  table.  Based on
4,222,750 outstanding shares on December 31, 1999.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On June 5, 1998 the Company  issued  100,000  shares of its common  stock to its
president Edward F. Myers III for all the outstanding  stock of California Beach
Couch,  Inc. The Company's  board of directors  valued this  transaction at $100
which was based on the out-of -pocket  expenses of Mr. Myers in the formation of
the CBC.

On June 5, 1998 the company  issued  25,000 shares of its common stock to Edward
F.  Myers  III,  J.  Michael  Page,  Dal  N.R.  Grauer  and  Gary  A.  Stannell,
respectively, for par value ($2.50 each).

On June 5, 1998 the Company  issued  1,900,000  of its common stock to Edward F.
Myers II for $190.

On June 5, 1998 the Company  issued  1,900,000  shares of its common stock to J.
Michael Page for $190.

ITEM 13. EXHIBITS , LISTS AND REPORTS ON 8-K

No reports were filed on Form 8-K during the last quarter of the period  covered
by this report.


  3.(i) Articles of Incorporation

  3.(ii) By-Laws

  23.1 Consent of Auditor

  27.1 Financial Data Schedule

                                   SIGNATURES

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934, the Company has duly caused this disclosure  statement to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                      BEACH COUCH, INC.






  Dated: March 29, 2000                 /s/ EDWARD F. MYERS
                                      --------------------------
                                        EDWARD F. MYERS, III
                                             President