Ellis Mark · SC 13D · Universal Broadband Communications Inc · On 9/18/02

Filed On 9/18/02 11:50am ET   ·   SEC File 5-78486   ·   Accession Number 1017951-2-213

General Statement of Beneficial Ownership   ·   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              6     29K 

Document Table of Contents

SC 13D
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SECURITIES AND EXCHANGE COMMISSION        
Washington, D.C.  20549       

Schedule 13D        
(Rule 13d-101)        

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)        
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)        

UNIVERSAL BROADBAND COMMUNICATIONS, INC.        
(Formerly Beach Corp.)        
(Name of Issuer)        

COMMON STOCK        
(Title of Class of Securities)        

913383-10-5       
(CUSIP Number)        

MARK ELLIS        
18200 VON KARMAN AVENUE, 10TH FLOOR       
IRVINE, CALIFORNIA 92612        
(949) 474-1500        
(Name, Address and Telephone Number of Person       
Authorized to Receive Notices and Communications)       

AUGUST 10, 2001       
(Date of Event which Requires Filing of this Statement)       

If the filing person has previously filed a statement on Schedule 13G to        
report the acquisition which is the subject of this Schedule 13D, and is        
filing this schedule because of Subsections 240.13d-1(e), 240.13d(f), or        
240.13d(g), check the following box [ ].                                        

NOTE: Schedules filed in paper format shall include a signed original and       
five copies of the schedule, including all exhibits.  See Rule 240.13d-7        
for other parties to whom copies are to be sent.                                

SC 13D
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-------------------------------------------------------------------------       
1    NAME OF REPORTING PERSON                                                   
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     

Mark Ellis                                                            
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2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]                  
                                     (b) [ ]

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3    SEC USE ONLY                                                               

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4    SOURCE OF FUNDS (SEE INSTRUCTIONS)                                         

PF                                                                    
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5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO       
ITEMS 2(d) or 2(a)                                               [X]  

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6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

USA                                                                   
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NUMBER OF         7   SOLE VOTING POWER                                         
SHARES                                                                          
BENEFICIALLY          5,000,000                                                 
OWNED BY                                                                        
EACH                                                                            
REPORTING                                                                       
PERSON                                                                          
WITH                                                                            
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8   SHARED VOTING POWER                     

None                                
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9   SOLE DISPOSITIVE POWER                  

5,000,000                           
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10  SHARED DISPOSITIVE POWER                

None                                
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11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

5,000,000                                                             
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12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN             
SHARES                                                           [ ]  
(SEE INSTRUCTIONS)                                                    
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13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

100%                                                                  
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14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                

IN                                                                    
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ITEM 1.   SECURITY AND ISSUER.                                                  
------------------------------                                                  

This statement relates to the Common Stock (the "Stock") of           
Universal Broadband Communications, Inc., formerly named Beach Corp. (the       
"Issuer").  The principal executive offices of the Issuer are located at        
18200 Von Karman Avenue, 10th Floor, Irvine, California 92612.                  

ITEM 2.   IDENTITY AND BACKGROUND.                                              
----------------------------------                                              

Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General Rules    
and Regulations under the Securities Exchange Act of 1934, as amended           
(the "Act"), this Schedule 13D Statement is hereby filed by the following       
person (the "Reporting Person"): Mark Ellis.  The Reporting Person's            
address is 18200 Von Karman Avenue, 10th Floor, Irvine, California 92612.       
On April 5, 2001, the State of Pennsylvania issued a cease and desist           
order against Norstar Communications, Inc., a California corporation            
controlled by Mark Ellis, the Reporting Person ("Norstar"), the Reporting       
Person, and Paul Kotter, a sales agent for Norstar.  The order alleged          
that the respondents were selling unregistered securities in Pennsylvania       
and that Mr. Kotter was not registered as an agent in Pennsylvania.  The        
order prohibits Norstar, the Reporting Person or Mr. Kotter from offering       
or selling securities in Pennsylvania.                                          

On March 12, 2002, the State of Colorado issued a cease and desist    
order against Norstar and two sales agents of Norstar, James McKibbin and       
Thomas Rabion.  The order alleged that Norstar, Mr. McKibbin and Mr.            
Rabion were selling unregistered securities in Colorado, and that the           
sales agents were not licensed in Colorado as broker-dealers or sales           
representatives.  In addition, the Colorado Securities Board concluded          
that the three respondents violated the anti-fraud provisions under             
Colorado's securities laws.  The order prohibits Norstar, McKibbin and          
Rabion from offering or selling Norstar securities in or from Colorado.         

Other than as stated above, during the last five years, the           
Reporting Person (i) has not been convicted in a criminal proceeding            
(excluding traffic violations or similar misdemeanors) and (ii) was not a       
party to a civil proceeding of a judicial or administrative body of             
competent jurisdiction as a result of which was or is subject to a              
judgment, decree or final order enjoining future violations of, or              
prohibiting or mandating activities subject to, federal or state                
securities laws or finding any violation with respect to such laws.             

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                    
------------------------------------------------------------                    

The Reporting Person paid $5,000 for the shares of the Stock.  The    
purchase money came from his personal funds.                                    

ITEM 4.   PURPOSE OF TRANSACTION.                                               
---------------------------------                                               

Pursuant to that certain Revised Asset Purchase and Sale Agreement    
by and among Universal Broadband Communications, Inc. and Norstar               
Communications, Inc. dated January 22, 2002, but effective as of January        
2, 2002 (the "Agreement"), Norstar sold to the Issuer certain assets (the       
"Acquired Assets") more fully described as all of the direct billing            
customers from Norstar Communications Inc., which include the account           
receivables, contractual,                                                       

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warranty, and other rights, the use or value of which will come under the       
control by Universal Broadband Communications, Inc., when the                   
Transaction, as defined in the Agreement, is consummated.  The Issuer           
issued to Norstar 1,711,933 shares of the Stock, in exchange for the            
Acquired Assets.  The Acquired Assets were valued at $85,597.                   

On March 11, 2002, pursuant to that certain Asset Purchase Agreement  
by and among Universal Broadband Communications, Inc. and Norstar               
Communications, Inc., the Issuer acquired the LEC billing customer base         
of Norstar in exchange for 4,186,260 shares of the Stock.  The LEC              
billing customer base was valued at $418,626.                                   

Consequently, as a result of the two transactions described above,    
Norstar has received 5,898,193 shares of the Stock.  Further, Mark Ellis,       
the Reporting Person, owns directly 5,300,000 shares of the Stock.  In          
addition, Mr. Ellis owns indirectly 25,000 shares of the Stock, by virtue       
of his wife's ownership of the Stock.  Finally, Mr. Ellis through his           
wife, has an interest in her options to purchase 5,000 shares of the            
Stock.                                                                          

The purpose of the Transaction was to transfer the Acquired Assets    
and the LEC billing customer base of Norstar to the Issuer, which is            
controlled by Mark Ellis, who is the major stockholder, chief executive         
officer, and director of both the Issuer and Norstar.  Mr. Ellis wanted         
the Acquired Assets and the LEC billing customer base of Norstar to be in       
a publicly reporting corporation in order to facilitate his business            
plan.  As a result he acquired the Issuer in August 2001 and transferred        
the Acquired Assets and the LEC billing customer base of Norstar from           
Norstar to the Issuer in January 2002 and March 2002.                           

The Reporting Person has no present plans or proposals that relate    
to or that would result in any of the following actions:                        

(a)  The acquisition by any person of additional securities of the    
Issuer, or the disposition of securities of the Issuer;     

(b)  An extraordinary corporate transaction, such as a merger,        
 reorganization or liquidation, involving the Issuer or any of
its subsidiaries;                                           

(c)  A sale or transfer of a material  amount of assets of the        
Issuer or any of its subsidiaries;                          

(d)  Any change in the present board of directors or management of    
the Issuer, including any plans or proposals to change the  
 number or term of directors or to fill any existing vacancies
on the board;                                               

(e)  Any material change in the present capitalization or dividend    
policy of the Issuer;                                       

(f)  Any other material change in the Issuer's business or corporate  
structure;                                                  

(g)  Changes in the Issuer's charter, bylaws or instruments           
corresponding thereto or other actions which may impede the 
acquisition of control of the Issuer by any person;         

(h)  Causing a class of securities of the Issuer to be delisted from  
  a national securities exchange or to cease to be authorized to
 be quoted in an inter-dealer quotation system of a registered
national securities association;                            

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(i)  A class of equity securities of the Issuer becoming eligible     
   for termination of registration pursuant to Section 12(g)(4) of
the Act; or                                                 

(j)  Any action similar to any of those enumerated above.             

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.                                 
-----------------------------------------------                                 

Norstar, and its controlling stockholder, Mark Ellis, pursuant to     
Rule 13d-3 of the Act, may be deemed to be the beneficial owner of              
11,228,193 shares of the Stock, which constitutes approximately 97.7            
percent of the outstanding shares of the Stock, and consists of (i) the         
5,898,193 shares of the Stock issued to Norstar described in the                
preceding paragraphs and (ii) 5,330,000 shares of the Stock directly or         
indirectly owned by Mr. Ellis.  Mr. Ellis has the sole the power to vote        
and to dispose of all shares of the Stock owned by him directly, and the        
power to control the vote and disposition of the Stock owned by Norstar.        
Other than the transaction described in Item 4 above, there have been no        
transactions in Stock by the Reporting Person during the last 60 days.          

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH         
-----------------------------------------------------------------------         
RESPECT TO SECURITIES OF THE ISSUER.                                            
------------------------------------                                            

To the best knowledge of the Reporting Person, there are no           
contracts, arrangements, understandings or relationships (legal or              
otherwise) between the Reporting Person and any other person with respect       
to any securities of the Issuer, including but not limited to, transfer         
or voting of any of the securities of the Issuer, finder's fees, joint          
ventures, loan or option arrangements, puts or calls, guarantees of             
profits, division of profits or loss, or the giving or withholding of           
proxies, or a pledge or contingency the occurrence of which would give          
another person voting power or investment power over the securities of          
the Issuer.                                                                     

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.                                     
-------------------------------------------                                     

None.  See Revised Asset Purchase Agreement with Norstar    
Communications, Inc., dated January 22, 2002, described in Form 8-K/A,          
filed January 31, 2002, and Asset Purchase Agreement with Norstar               
Communications, Inc., dated March 11, 2002, described in Form 8-K, filed        
March 11, 2002.                                                                 

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SIGNATURE       

After reasonable inquiry and to the best of the knowledge and         
belief, I certify that the information set forth in this statement is           
true, complete and correct.                                                     

                      September 12, 2002
                        ----------------------------------
                      (Date)

                     /s/  Mark Ellis
                        ----------------------------------
                    Mark Ellis

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Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC 13D Filing		Date		First		Last			Other Filings
		4/5/01		3
		8/10/01		1
		1/2/02		3
		1/22/02		3		5			8-K/A
		1/31/02		5					8-K/A
		3/11/02		4		5			8-K
		3/12/02		3
		9/12/02		6
Filed On / Filed As Of		9/18/02							3, SC 13D
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