GOLDEN SOIL INC
PRE 14C, 2000-12-01
NON-OPERATING ESTABLISHMENTS
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                                  SCHEDULE 14C

                            SCHEDULE 14C INFORMATION

                 Information Statement Pursuant to Section 14(c)
                     of the Securities Exchange Act of 1934

Check the appropriate box:

[X] Preliminary Information Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
    14c-5(d)(2))

[ ] Definitive Information Statement


                                GOLDEN SOIL, INC.
                ------------------------------------------------
                (Name of Registrant As Specified In Its Charter)


Payment of Filing Fee (Check the appropriate box):

       [ ]  No fee required.
       [X]  Fee  computed on table below per  Exchange  Act Rules  14c-5(g) and
            0-11.

     1)   Title of each class of securities to which transaction applies:

                          Common Stock, par value $.001
                          -----------------------------

     2)   Aggregate number of securities to which transaction applies:

                        3,787,500 shares of common stock
                        --------------------------------

     3)   Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):

    $ 0.0003 (One Third of Par Value pursuant to Section 240.0-11(c) and (a)(4).
     --------------------------------------------------------------------------
     Company has accumulated capital deficit.)
     -----------------------------------------

     4)   Proposed maximum aggregate value of transaction:

                                     $1,136.25
                                     ---------

     5)   Total fee paid:
                                $75
                                ---
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

         1)   Amount Previously Paid:

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

         2)   Form, Schedule or Registration Statement No.:


<PAGE>



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


         3)   Filing Party:

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


         4)   Date Filed:

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




<PAGE>



                                GOLDEN SOIL, INC.

                              INFORMATION STATEMENT
                                    REGARDING
                              SHAREHOLDER MAJORITY
                         ACTION AS OF NOVEMBER 30, 2000


<PAGE>



                                GOLDEN SOIL, INC.

                              INFORMATION STATEMENT
               SHAREHOLDER MAJORITY ACTION AS OF NOVEMBER 30, 2000


WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

NOTICE  IS  HEREBY  GIVEN  TO  ALL  SHAREHOLDERS   THAT  A  MAJORITY  ACTION  OF
SHAREHOLDERS  (THE "ACTION") OF GOLDEN SOIL, INC. ("GOLDEN SOIL") WAS TAKEN ON N
NOVEMBER 29, 2000 BY THE  MAJORITY  SHAREHOLDERS  IN  ACCORDANCE  WITH  SECTIONS
78.315 AND  78.320,  RESPECTIVELY  OF THE  NEVADA  REVISED  STATUTES.  THESE TEN
PERSONS  COLLECTIVELY OWN IN EXCESS OF THE REQUIRED  MAJORITY OF THE OUTSTANDING
VOTING SECURITIES OF GOLDEN SOIL NECESSARY FOR THE ADOPTION OF THE ACTION.

     1.   To approve the amendment of the Articles of Incorporation to:

          a.   change the name of Golden Soil to "Merilus, Inc.", and

          b.   to create two classes of shares, common and preferred;

     2.   To approve the  Reorganization  Agreement between Golden Soil, Merilus
          Technologies  Inc.,  613636  British  Columbia  Corporation,  and  the
          stockholders of Merilus Technologies Inc.;

     3.   To elect nine  persons to Golden  Soil's  Board of  Directors to serve
          until the next annual general meeting of shareholders  and until their
          respective successors are elected and qualify;

     4.   To adopt a stock option plan; and

     5.   To  approve  employment   agreements  with  Messrs.   Dana  Epp,  Chad
          Northcott, Kevin Traas, Stephen P.H. Hemenway and Ross Mrazek.

SHAREHOLDERS  OF RECORD AT THE CLOSE OF BUSINESS  ON  NOVEMBER  29, 2000 WILL BE
ENTITLED TO RECEIPT OF THIS INFORMATION STATEMENT.

BY ORDER OF THE BOARD OF DIRECTORS,



/s/ Xenios Xenopoulos /s/
---------------------------------
XENIOS XENOPOULOS, PRESIDENT


Approximate date of mailing: December 4, 2000






<PAGE>



                                GOLDEN SOIL, INC.

                            Aluminum Tower 5th Floor
                     2 Limassol Avenue, 2003 Nicosia, Cyprus

                     INFORMATION STATEMENT FOR SHAREHOLDERS

The  Board  of  Directors  of  Golden  Soil,  Inc.,  a Nevada  corporation  (the
"Company")  is  furnishing  this   INFORMATION   STATEMENT  to  shareholders  in
connection with a majority action of shareholders (the "Action") of Golden Soil,
Inc.  ("Golden  Soil") taken on November 29, 2000, in  accordance  with sections
78.315 and  78.320,  respectively  of the  Nevada  Revised  Statutes.  These ten
persons  collectively own in excess of the required  majority of the outstanding
voting  securities of Golden Soil necessary for the adoption of the action.  The
following matters were approved:

     o    certain amendments to the Articles of Incorporation of Golden Soil,
     o    the reorganization agreement between Golden Soil, Merilus Technologies
          Inc.,  613636 British  Columbia Inc., and the  stockholders of Merilus
          Technologies Inc.,
     o    the entering into employment  agreements  with Messrs.  Dana Epp, Chad
          Northcott, Kevin Traas, Stephen P.H. Hemenway and Ross Mrazek,
     o    a stock option plan, and
     o    electing  the nine  persons  who are to form  Golden  Soil's  Board of
          Directors for the ensuing year.


WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE  REQUESTED NOT TO SEND US A PROXY.
PLEASE DO NOT SEND IN ANY OF YOUR STOCK CERTIFICATES AT THIS TIME.

This Information  Statement is first being mailed on or about November 27, 2000.
This Information  Statement  constitutes notice to Golden Soil's stockholders of
corporate action by stockholders  without a meeting as required by Chapter 78 of
the Nevada Revised Statutes. This Information Statement is accompanied by Golden
Soil's  Annual  Report for the fiscal year ended  December 31, 1999.  The Annual
Report includes Golden Soil's most recent Annual Report on Form 10-KSB which has
been previously filed with the Securities and Exchange Commission.

The date of this Information Statement is November 27, 2000.


<PAGE>
<TABLE>
<CAPTION>



                                TABLE OF CONTENTS


                                                                                                               Page

<S>                                                                                                              <C>
QUESTIONS AND ANSWERS.............................................................................................1

GENERAL INFORMATION...............................................................................................4
         Outstanding Shares and Voting Rights.....................................................................4
         Approval of the Name Change and Amendment to the Authorized Share Capital.  .............................4
         Election of New Directors................................................................................4
         Record Date..............................................................................................4
         Expenses of Information Statement........................................................................5
         Interest of Certain Persons in Matters to Be Acted on....................................................5

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS...................................................................5

AMENDMENT TO ARTICLES OF INCORPORATION............................................................................6
         Name Change..............................................................................................6
         Amendment to Authorized Share Capital....................................................................6

TRANSACTION MECHANICS AND DESCRIPTION OF EXCHANGEABLE SHARES......................................................7
         Background of the Reorganization.........................................................................7
         Reasons for Approval by the Majority Shareholders and Board of Directors.................................8
         Accounting Treatment of the Reorganization...............................................................8
         Mechanics................................................................................................8
         Regulatory Approvals.....................................................................................9
         Description of Exchangeable Shares.......................................................................9
         Resale of Exchangeable Shares and Shares of Common Stock of Golden Soil to be Received in the
                  Reorganization.................................................................................11
         Share Structure After Reorganization....................................................................12
         Summary of Terms of Reorganization Agreement............................................................12
         Related Transactions....................................................................................15
         Material Terms of the Common Stock......................................................................17
         Summary of Private Placements...........................................................................18
         Registration Rights.....................................................................................19
         Summary of Pro Forma Financial Statements...............................................................19
         Risks Related to the Reorganization.....................................................................20
         Certain Federal Income Tax Consequences.................................................................21

INFORMATION CONCERNING MERILUS...................................................................................21
         History of Merilus......................................................................................21
         General Description of Business of Merilus..............................................................22
         Industry Overview.......................................................................................22
         The Merilus Solution....................................................................................24
         Business Strategy.......................................................................................25
         Description of Products and Services....................................................................25
         Description of Services.................................................................................27
         Sales and Marketing and Distribution....................................................................27
         Target Markets..........................................................................................27
         Customer Relationship Management........................................................................28
         Research and Development................................................................................28
         Competition.............................................................................................29
         Government Regulation...................................................................................29
         Proprietary Rights......................................................................................29


<PAGE>



         Employees...............................................................................................29
         Facilities..............................................................................................30
         Selected Financial Data.................................................................................30
         Management Discussion and Analysis of Financial Condition and Results of Operations.....................30
         Risks Related to the Business of Merilus................................................................31
         Forward-looking Statements..............................................................................34

ELECTION OF DIRECTORS............................................................................................34
         Information Concerning Nominees.........................................................................35
         Executive Compensation..................................................................................36
         Board of Directors Report on Executive Compensation.....................................................37
         Stock Options...........................................................................................38
         Familial Relationships..................................................................................38
         Indemnification.........................................................................................38

2000 STOCK OPTION PLAN...........................................................................................38
         General  ...............................................................................................38
         Administration..........................................................................................38
         Eligibility; Limitations of Options.....................................................................39
         Terms and Conditions of Options.........................................................................39
         Adjustments of Options on Changes in Capitalization.....................................................40
         Amendment and Termination of the Plan...................................................................40
         Federal Income Tax Consequences of Options..............................................................41

INDEPENDENT ACCOUNTANTS..........................................................................................41

WHERE YOU CAN FIND MORE INFORMATION..............................................................................41

INCORPORATION OF DOCUMENTS BY REFERENCE..........................................................................42

EXHIBIT 3.1 - Amendment to Articles of Incorporation.............................................................43
                  Certificate of Amendment to Articles of Incorporation of Golden Soil, Inc.

EXHIBIT 10.1 - Agreement and Plan of Reorganization..............................................................46

EXHIBIT 10.2 - Merilus, Inc. 2000 Stock Plan....................................................................148

EXHIBIT 99.1 - Golden Soil, Inc. - Unaudited Proforma Financial Statements......................................161

EXHIBIT 99.2 -  Merilus Technologies Inc. - Audited Financial Statements........................................163


</TABLE>

<PAGE>



                              QUESTIONS AND ANSWERS


Q:   What am I being asked to approve?

A:   You are not being asked to approve anything.  This Information Statement is
     being provided to you solely for your information. Ten shareholders holding
     a majority  of the  outstanding  voting  common  stock of Golden  Soil (the
     "Majority Shareholders") have already approved:

     o    a change in the name of Golden Soil to "Merilus, Inc.";
     o    an amendment  the articles of  incorporation  to create two classes of
          shares, common and preferred, in Golden Soil;
     o    the  reorganization  agreement dated October 19, 2000,  between Golden
          Soil, Merilus Technologies Inc., 613636 British Columbia, Inc. and the
          stockholders of Merilus Technologies Inc.;
     o    a stock option plan;
     o    the election of nine persons to the Board of Directors of Golden Soil;
          and
     o    entering  into  employment  agreements  with  Messrs.  Dana Epp,  Chad
          Northcott, Kevin Traas, Stephen P.H. Hemenway and Ross Mrazek.

Q:   Why have the Board of  Directors  and the Majority  Shareholders  agreed to
     approve these actions?

A:   All of these actions are necessary to accomplish the terms of the agreement
     and plan of  reorganization  dated  October 19,  2000 (the  "Reorganization
     Agreement")  entered  into  by  Golden  Soil,  Merilus   Technologies  Inc.
     ("Merilus"),  613636  British  Columbia,  Inc.  ("GS Sub"),  a wholly owned
     subsidiary of Golden Soil formed for the purpose of this  transaction,  and
     the stockholders of Merilus (the "Merilus Stockholders").

Q:   What are the basic terms of the transaction with Merilus?

A:   Under the terms of the  Reorganization  Agreement the Merilus  Stockholders
     will  receive a newly  created  class of shares of Merilus  referred  to as
     "Exchangeable  Shares"  in  exchange  for their  shares of common  stock of
     Merilus.  The Exchangeable Shares may be exchanged into 3,787,500 shares of
     common  stock of Golden Soil at anytime.  Merilus in turn will issue 10,000
     shares of its common  stock to Golden  Soil.  The  stockholders  of Merilus
     Technologies  Inc. as a result of the  Reorganization  Agreement  will hold
     approximately  35.94 % of Golden Soil's total issued and outstanding  share
     capital as of  November  24,  2000.  You will  retain  all of your  present
     stockholdings in Golden Soil and are not required to do anything.

     In connection with the Reorganization Agreement, Golden Soil has agreed to:

     o    Carry out a private placement warrant offering of 2,000,000  warrants,
          each  warrant is  exercisable  for one share of common stock of Golden
          Soil at $1.00 per share and a private placement  offering of a minimum
          of 1,000,000 to a maximum of 2,000,000  shares at a purchase  price of
          not less  than  $5.00 per  share to be  completed  within 60 days from
          closing the Reorganization Agreement.

     o    Provide  Merilus  Technologies  Inc.  with a serious  of bridge  loans
          totaling not less than  $2,000,000  from all private  placement  funds
          received by Golden Soil immediately on receipt of such funds.

     o    Cause Merilus  Technologies  Inc. to enter into employment  agreements
          with Messrs.  Dana Epp,  Chad  Northcott,  Kevin  Traas,  Stephen P.H.
          Hemenway and Ross Mrazek  immediately after closing the Reorganization
          Agreement.

     o    Adopt a stock  option plan to issue up to  1,400,000  shares of common
          stock of Golden Soil.

     o    Amend the articles of  incorporation to change the name of Golden Soil
          to "Merilus, Inc." and to create a special preferred class of shares.

     o    Enter into a support  agreement,  voting and exchange trust agreement,
          registration  rights  agreement and an escrow agreement on closing the
          Reorganization Agreement.

                                        1

<PAGE>

Q.   Why are the Merilus Stockholders  receiving  Exchangeable Shares instead of
     shares of common stock of Golden Soil and what are Exchangeable Shares?

A.   The  transaction  was structured  using  Exchangeable  Shares to enable the
     Merilus  Stockholders to defer all or a portion of any taxable capital gain
     which  otherwise  would be payable on the  disposition  of their  shares of
     common stock of Merilus for shares of Golden Soil.

     The  Exchangeable  Shares will be securities of Merilus that are, as nearly
     as  practicable,  the voting and  economic  equivalent  of shares of common
     stock of Golden  Soil.  The  holders of  Exchangeable  Shares will have the
     following  rights  and  conditions  pursuant  to  the  Exchangeable  Shares
     provisions,  the  support  agreement,  and the  voting and  exchange  trust
     agreement:

     o    the right to exchange such shares for shares of common stock of Golden
          Soil on a one- for-one basis as discussed below;
     o    the right to receive  dividends,  on a per share basis, in amounts (or
          property in the case of non-cash dividends) which are the same as, and
          which are payable at the same time as, dividends declared on shares of
          common stock of Golden Soil;
     o    the right to vote, on a per share equivalent basis, at all stockholder
          meetings at which  shares of common  stock of Golden Soil are entitled
          to vote pursuant to the terms of a special voting share in the capital
          of Golden  Soil  carrying  that  number of votes which is equal to the
          number  of  outstanding  Exchangeable  Shares  (which  are not held by
          Golden Soil or its affiliates); and
     o    the  right to  participate,  on a per  share  equivalent  basis,  in a
          liquidation, dissolution, or other winding-up of Golden Soil, on a pro
          rata basis with the  holders of shares of common  stock of Golden Soil
          in the  distribution of assets of Golden Soil pursuant to the terms of
          a mandatory exchange of Exchangeable Shares for shares of common stock
          of Golden Soil.
     o    The  Exchangeable  Shares  will have no  separate  economic  or voting
          rights in Merilus, except as required by law or contractual right.
     o    Subject to the retraction  call right (as defined in the  Exchangeable
          Shares provisions) of Golden Soil, holders of Exchangeable Shares will
          be entitled at any time to require Golden Soil to redeem any or all of
          the Exchangeable  Shares held by such holder (the "Retraction  Right")
          for an amount per share equal to the current market price of shares of
          common stock of Golden Soil on the date of  retraction,  which will be
          satisfied  in full by Golden  Soil by  delivery  to the  holder of one
          share of common stock of Golden Soil for each Exchangeable Share.
     o    The  Exchangeable  Shares are  redeemable by Golden Soil or Merilus at
          any time on or after ten years from the closing  date,  or any time on
          or after the date  that  there are  fewer  than  378,750  Exchangeable
          Shares  outstanding.  The  Exchangeable  Shares  may  be  redeemed  by
          delivery  to each  holder of  Exchangeable  Shares one share of common
          stock of Golden Soil for each Exchangeable  Share held by such holder,
          together  with the dividend  amount  applicable  to such  Exchangeable
          Shares if any such dividend amount exists.

Q:   Will I  recognize  gain or loss in  connection  with the  transaction  with
     Merilus?

A:   No. We expect the  transaction  to qualify as tax-free  reorganization  for
     United States federal income tax purposes.

Q:   Do I have appraisal rights?

A:   No. Under Nevada law, which governs the transaction, stockholders of Golden
     Soil are not entitled to appraisal rights.


                                        2

<PAGE>



Q:   Are there any conditions to the transaction with Merilus?

A:   Yes. There are several conditions, including the following:

     o    Golden Soil must file all reports that it is required to file with the
          Securities and Exchange Commission;
     o    approval of the name change of Golden Soil;
     o    provision  of a bridge  loans to  Merilus in the  aggregate  amount of
          $2,000,000 by November 15, 2000;
     o    adoption  of a stock  option  plan  for  grant  of  options  for up to
          1,400,000 shares;
     o    resignation  of the existing Board of Directors of Golden Soil and the
          appointment of nine nominee directors;
     o    Golden  Soil must  enter into and or cause its  subsidiaries  to enter
          into  the   following   agreements   on  closing   which  support  the
          transaction:
     o    employment  agreements having been entered into by Golden Soil or it's
          proposed  subsidiaries with Messrs.  Messrs. Dana Epp, Chad Northcott,
          Kevin Traas, Stephen P.H. Hemenway and Ross Mrazek;
     o    voting and exchange trust  agreement;  o support  agreement;  o escrow
          agreement; and o registration rights agreement.

Q:   What business is conducted by Merilus?

A:   Established  in 1996 and  incorporated  in 1997,  Merilus  provides  secure
     communications  solutions  to  organizations  needing to  connect  computer
     networks at multiple  locations  together  and/or  connect to the internet.
     Merilus' core focus is in using the linux operating  system to create these
     solutions to maximize stability,  usability,  and scalability while, at the
     same  time,  minimizing  costs and  administrative  overhead.  Merilus is a
     development  stage company with executive offices at #307, 46165 Yale Road,
     Chilliwack,  British  Columbia V2R 3C7.  Merilus's main telephone number is
     604-792-0100 and web site address is  http://www.merilus.com  (See "GENERAL
     INFORMATION.")

Q:   Are there risks involved in the transaction with Merilus?

A:   Yes.  After the  transaction  is completed,  Golden Soil's  success will be
     totally dependent on the success of Merilus. Merilus is a development stage
     company and has not been profitable  since its inception in 1996. There are
     no  assurances  that  Merilus's  operations  will be  profitable  after the
     closing of the transaction.  (See "TRANSACTION MECHANICS AND DESCRIPTION OF
     EXCHANGEABLE   SHARES  -  Risks   Related  to  the   Reorganization,"   and
     "INFORMATION  CONCERNING  MERILUS  -  Risks  Related  to  the  Business  of
     Merilus")

Q:   When do you expect to complete the transaction with Merilus?

A:   Within approximately a month after the date of this Information  Statement.
     As mentioned previously, there are several conditions to the closing of the
     transaction.

Q:   Who can I call with questions?

A:   Please call our legal counsel at 604-659-9188.



                                        3

<PAGE>



                               GENERAL INFORMATION
                               -------------------

Outstanding Shares and Voting Rights

At November 24, 2000, (the "Record Date"),  Golden Soil had 6,750,000  shares of
Common Stock, par value $0.001 outstanding.  These are the securities that would
have been  entitled to vote if a meeting was required to be held.  Each share of
Common Stock is entitled to one vote. The outstanding  shares of Common Stock at
the close of business on the Record Date for determining  stockholders who would
have been  entitled to notice of and to vote on the  amendments to Golden Soil's
Articles  of  Incorporation,   were  held  by  approximately  twenty-seven  (27)
stockholders  of  record.  In  connection  with  the  Merilus  transaction  (the
"Reorganization"),  Golden Soil and the Majority  Shareholders  have agreed:  to
amend the Articles of  Incorporation of Golden Soil to change the name of Golden
Soil to Merilus,  Inc. and create two classes of shares,  common and  preferred;
approve the  Reorganization  Agreement and related  transactions;  adopt a stock
option plan;  and elect nine directors to the Board of Golden Soil. The complete
text of the amendment to the Articles (the  "Amendment to the Articles") for the
name  change  and new  share  provisions  is set  forth in  Exhibit  3.1 to this
Information Statement.

Following the name change,  the share certificates you now hold will continue to
be valid. In the future, new share certificates will contain a legend noting the
change in name or will be issued  bearing the new name,  but this in no way will
affect the validity of your current share certificates.

Approval of the Name Change and Amendment to the Authorized Share Capital.

The  proposed  change of Golden  Soil's name to  "Merilus,  Inc." is intended to
convey more clearly a sense of Golden Soil's  business after the  acquisition of
Merilus.  Approval of the name change  requires  the  affirmative  consent of at
least a majority of the outstanding shares of Common Stock of Golden Soil.

The  proposed  change of Golden  Soil's  share  capital is necessary in order to
provide the Merilus  Stockholders  receiving  Exchangeable  Shares with the same
voting  rights in Golden  Soil as if the  Merilus  Stockholders  held  shares of
common stock of Golden Soil. This is accomplished by creating a special class of
voting shares,  all of which will be held by a trustee  pursuant to a voting and
exchange trust agreement for the benefit of the Merilus Stockholders. The number
of votes  attached  to these  special  voting  shares is equal to the  number of
shares of common  stock of Golden  Soil into which the  Exchangeable  Shares are
exchangeable.

Majority  Shareholders  holding a total of  3,376,000  shares  of  Common  Stock
(50.01%), have already agreed to the foregoing actions.

Election of New Directors

The  Reorganization  Agreement requires that nine new directors be appointed and
elected to the Board of Directors  of Golden  Soil.  The Articles of Golden Soil
give the Board of Directors or a majority of the stockholders of Golden Soil the
authority  to  determine  the number of  directors,  to increase or decrease the
number of directors and to fill  vacancies or eliminate  vacancies by resolution
of the Board of Directors or  stockholders.  The Board of Directors  has set the
number of  directors  on  closing  the  Reorganization  Agreement  at nine.  The
directors must receive a plurality of the votes cast for director.  The Articles
of Incorporation of Golden Soil do not allow for cumulative voting. The Majority
Shareholders  holding a total of  3,376,000  shares of Common Stock or 50.01% of
the  outstanding  shares  of Common  Stock  have  voted to elect  the  following
persons:  Messrs. John Paul DeJoria,  Gerald C. Allen, Gene Hoffman,  Jr., Aaron
Fleck, Myron Gushlak, Dana Epp, Kevin Traas, Ross Mrazek and Bruce Davies.

Record Date

The close of business  November 24, 2000,  has been fixed as the record date for
the   determination  of  shareholders   entitled  to  receive  this  Information
Statement.


                                        4

<PAGE>



Expenses of Information Statement

The expenses of mailing this Information Statement will be borne by Golden Soil,
including  expenses  in  connection  with the  preparation  and  mailing of this
Information  Statement  and all  documents  that now  accompany or may hereafter
supplement it. It is contemplated that brokerage houses,  custodians,  nominees,
and fiduciaries  will be requested to forward the  Information  Statement to the
beneficial owners of the shares of common stock of Golden Soil held of record by
such  persons  and that  Golden Soil will  reimburse  them for their  reasonable
expenses incurred in connection with this request.

Interest of Certain Persons in Matters to Be Acted on

Golden Soil has loaned Merilus  $2,000,000 in exchange for Merilus  delivering a
series of security notes payable with interest at the rate of 8% per annum.  The
proceeds  of  this  loan  are to be  used  by  Merilus  as set out in the use of
proceeds  section  of found in this  Information  Statement  under  the  heading
"TRANSACTION  MECHANICS  AND  DESCRIPTION  OF  EXCHANGEABLE  SHARES - Summary of
Private Placements".


                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information concerning the ownership of shares of
common stock of Golden Soil  immediately  before and after  consummation  of the
Merilus  transaction  and after the issuance of the  2,000,000  shares of common
stock  of  Golden  Soil  in  the  process  or  being  issued,  with  respect  to
shareholders who were known to Golden Soil to be beneficial  owners of more than
5% of the Common Stock as of November 24,  2000,  and officers and  directors of
Golden Soil  before and after the  Reorganization  individually  and as a group.
Unless otherwise indicated,  the beneficial owner has sole voting and investment
power with respect to such shares of common stock.
<TABLE>
<CAPTION>


                                         Shares Beneficially Owned(1)            Percent of Voting Stock(1) (2)

Name and Address of Beneficial           Before               After               Before              After
Owner                                    Reorganization       Reorganization      Reorganization      Reorganization
---------------------------------        --------------       --------------      --------------      --------------

<S>                                     <C>                  <C>                 <C>                 <C>
Xenios Xenopoulous(3)                    196,750              196,750             2.91%               1.57%
Aluminum Tower 5th Floor
2 Limassol Avenue, 2003 Nicosia,
Cyprus

Gerald C. Allen (4)                      0                    0                   0%                  0%
5858 Westheimer, Suite 708
Houston, Texas 77057

Dana Epp (4)                             0                    825,000             0%                  6.58%
#60 - 46360 Valleyview Road
Chilliwack, BC Canada  V2R 5L7

John Paul De Joria (4)                   0                    0                   0%                  0%
P.O. Box 34540
Las Vegas, NV 89133

Aaron Fleck(4)                           0                    0                   0%                  0%
340 S. Palm Avenue
Sarasota, FL 34236

                                        5

<PAGE>




Myron Gushlak (4)(5)                     361,250              2,361,500           5.36%               18.84%
c/o Bruce, Campbell & Co.
Scotia Bank Building, P.O. Box 884
GT
Grand Cayman, Cayman Islands,
B.W.I.

Stephen P.H.Hemenway (4)                 0                    37,500              0%                  0.03%
45002 Bedford Place
Chilliwack, BC Canada V2R 3C2

Gene Hoffman, Jr. (4)                    0                    0                   0%                  0%
751 Sylvan Way
Emerald Hills, CA 94062

Ron Mrazek (4)                           0                    37,500              0%                  0.03%
673 West 7th Avenue
Vancouver, BC Canada V5Z 3S7

Kevin Traas (4)                          0                    825,000             0%                  6.58%
5685 Thornhill Street
Chilliwack, BC Canada V2R 3Y7

Chad Northcott                           0                    75,000              0%                  0.06%
#21 - 5352 Vedder Road
Chilliwack, BC Canada V2R 3S7

Bruce W. Davies (4)                      0                    37,500              0%                  0.03%
46442 Edgemont Place
Chilliwack, BC Canada  V2R 3Y5
Directors and Officers as a Group        196,750              4,395,750           32%                 35.06%

1.   The above table does not include any shares of common  stock of Golden Soil which are or become
     issuable on the exercise of stock options or warrants.
2.   Assuming both private placements are fully sold. See "Summary of Private Placements"
3.   Mr. Xenopoulos holds his shares in Golden Soil in the name of Deremie  Enterprises  Limited.  a
     Cyprus incorporated  company. Mr. Xenopolous is the sole director,  officer and stockholders of
     Deremie Enterprises Limited.
4.   Is  expected  to  be  an  Officer,  Director  or  5%  shareholder  of  Golden  Soil  after  the
     Reorganization
5.   The Company has issued  2,000,000  warrants to Imperium  Capital  Inc. at an exercise  price of
     $1.00 per share.  Imperium  Capital Inc. has exercised all of these warrants as of November 17,
     2000 and Golden Soil is waiting  instructions  from Imperium  Capital Inc.  before  issuing out
     shares of common stock of Golden Soil. Mr. Gushlak is the beneficial owner of Imperium Capital,
     Inc.

</TABLE>

                     AMENDMENT TO ARTICLES OF INCORPORATION
                     --------------------------------------

Name Change.

The proposed  amendment to Golden Soil's  Articles of  Incorporation  will cause
Golden  Soil to change the name of Golden Soil to  "Merilus,  Inc." On filing of
the Amendment to the Articles of Amendment  with the Nevada  Secretary of State,
the name change will be effective,  and each certificate  representing shares of
Common  Stock  outstanding  immediately  prior to the name change will be deemed
automatically  without any action on the part of the  shareholders  to represent
the same number of shares of Common Stock after the name change.

Amendment to Authorized Share Capital.

Article Four of the current  Articles of  Incorporation  of Golden Soil provides
for the total authorized capital of

                                        6

<PAGE>



Golden Soil consisting of 100,000,000 shares of common stock with a par value of
$0.001.  The proposed  amendment  will create a new class of preferred  stock in
addition to the existing  common stock of Golden Soil. The creation of preferred
stock is  necessary  in order to  provide  the  Merilus  Stockholders  receiving
Exchangeable Shares with the same voting rights in Golden Soil as if the Merilus
Stockholder held shares of common stock of Golden Soil. To achieve this,  Golden
Soil needs to create a special  class of voting shares (the  preferred  shares),
all of which will be held by a trustee  pursuant to a voting and exchange  trust
agreement.  The number of votes attached to these special voting shares is equal
to the  number  of  shares  of  common  stock of  Golden  Soil  into  which  the
Exchangeable  Shares  (other than those held by Golden Soil and its  affiliates)
are  exchangeable.  The  special  voting  shares  are  voted by the  trustee  in
accordance  with  instructions  received  from the  holders of the  Exchangeable
Shares. In the absence of such  instructions  from a holder,  the trustee is not
entitled  to exercise  its voting  rights.  Through the  creation of this voting
trust, the Merilus  Stockholders of the Exchangeable Shares are able to exercise
voting rights in Golden Soil which are the same as if they held shares of common
stock of Golden Soil directly.

The foregoing  amendments  will become  effective on filing the Amendment to the
Articles of Incorporation  with the Nevada Secretary of State. The complete text
of the Amendments to the Articles of  Incorporation is set out in Exhibit 3.1 to
this Information Statement.

          TRANSACTION MECHANICS AND DESCRIPTION OF EXCHANGEABLE SHARES
          ------------------------------------------------------------

The Board of Directors of Golden Soil has unanimously approved the Agreement and
Plan of  Reorganization  ("Reorganization  Agreement")  dated  October 19, 2000,
among  Golden  Soil,  GS Sub, a wholly  owned  subsidiary  of Golden  Soil,  and
Merilus,  which provides for or requires  completion of the following  series of
transactions as conditions to consummation of the Reorganization:

     o    amend the article of  incorporation  of Golden Soil to change the name
          of  Golden  Soil to  Merilus,  Inc.  and  create a class of  preferred
          shares.;
     o    amend the articles of Merilus to create the Exchangeable Shares;
     o    the  private  placement  sale  and  exercise  of  2,000,000   warrants
          exercisable for an equivalent  number of shares in the common stock of
          Golden Soil  raising an  aggregate  total of  $2,000,000  prior to the
          closing of the Reorganization Agreement;
     o    Golden Soil must have  provided  Merilus with a series of bridge loans
          of not less than $2,000,000;
     o    the issuance of 585.9375 Exchangeable Shares for each share of Merilus
          common stock issued and  outstanding for a total issuance of 3,787,500
          Exchangeable Shares to the shareholders of Merilus;
     o    the  issuance  of 10,000  shares of common  stock of Merilus to GS Sub
          against receipt from GS Sub of $1,000;
     o    Golden Soil having adopted a stock option plan;
     o    all regulatory and other approvals  including  shareholder having been
          received as may be required to complete the transactions;
     o    the resignation of the current  directors and officers of Golden Soil;
          and
     o    the appointment of nine new directors of Golden Soil.

A majority of Golden Soil's shareholders have agreed by way of a majority action
of  shareholders  to  approve  the above  transactions  as well as the  proposed
amendment to the Articles of Incorporation of Golden Soil.

In  addition,  on or after the  Closing of the  Reorganization,  it is  expected
(though not a condition  to closing  the  Reorganization)  that Golden Soil will
close a second private placement of Common Stock.  (See  "TRANSACTION  MECHANICS
AND DESCRIPTION OF EXCHANGEABLE SHARES - Summary of Private Placements.")

Background of the Reorganization

Golden  Soil was formed  originally  in May 1985,  to engage in  investment  and
business  development  operations  related to mineral  research and exploration.
Golden Soil's  attempts to enter this field were not successful and all attempts
to engage in this business  line ended.  For a time Golden Soil had no operating
assets or ongoing  business  and instead had been  engaged in  searching  for an
appropriate  business  opportunity for its  shareholders.  During 1999 and 2000,
management of Golden Soil reviewed  various  business  plans and chose to pursue
the acquisition of

                                        7

<PAGE>



Merilus due to its growth opportunity.

In late spring 2000, management of Merilus was seeking additional equity funding
in order to fully  implement their business and marketing plan for the expansion
of their business.  Mr. Dana Epp,  President of Merilus,  commenced  discussions
with Mr. Myron  Gushlak,  an associate of Mr. Xenios  Xenopoulos who is the sole
director of Golden Soil.  After further  discussions and  investigation  by both
parties it was decided  that it would be mutually  beneficial  to proceed with a
transaction  which would  result in Golden Soil  acquiring  Merilus  directly or
indirectly.  The parties and their  respective legal counsel  discussed  various
options and  structures.  A letter of intent was entered  into by the parties on
August 24, 2000 which subsequently was replaced by the Reorganization  Agreement
dated October 19, 2000.

The transaction was structured using  Exchangeable  Shares to enable the Merilus
Stockholders who are all resident in British Columbia, Canada, to defer all or a
portion of any  taxable  capital  gain which  otherwise  would be payable on the
disposition  of their  shares of common  stock of  Merilus  for shares of Golden
Soil,  a  foreign  company  for the  purpose  of  Canadian  tax  law.  By  using
Exchangeable  shares the shares of common stock of Merilus are being disposed of
in exchange for different shares of Merilus,  a Canadian company,  on a rollover
basis which is a non- taxable event under the Income Tax Act  (Canada).  Merilus
Stockholders  will also be able to continue to benefit from the more  favourable
tax treatment of receiving dividends from a taxable Canadian  corporation by the
use of Exchangeable Shares.

Reasons for Approval by the Majority Shareholders and Board of Directors

The Board of Directors has given careful  consideration  to the  Reorganization,
the existing business  operations of Merilus,  the future business potential and
plans of  Merilus,  the  current  book value of Golden  Soil,  the  interest  of
shareholders of Golden Soil, and the risks of the Reorganization to the existing
shareholders.  Based on the  foregoing  considerations,  the Board of  Directors
together  with  the  Majority   Shareholders   believe  that  the   transactions
contemplated by the Reorganization Agreement,  including the name change, change
to the  authorized  capital of Golden Soil,  adoption of a stock option plan and
entering into certain employment agreements,  are fair and in the best interests
of Golden Soil.

The  Majority  Shareholders  believe  that  Golden  Soil will  benefit  from the
Reorganization,  with an immediate  impact being the  significant new operations
and revenues,  assets,  and shareholders'  equity, as well as giving Golden Soil
the ability to expand the operations of Merilus based on the funding through the
private placement(s).

Accounting Treatment of the Reorganization

On Closing of the  Reorganization,  based on management's  consultation with the
auditors for Golden Soil,  Andersen,  Andersen & Strong, of Salt Lake City, Utah
and the auditors of Merilus,  KPMG LLP,  whose  office is located in  Vancouver,
British Columbia, it appears that the proper accounting treatment is a so-called
"reverse  acquisition,"  whereby  Merilus will account for the  transaction as a
purchase  of Golden  Soil.  Merilus  is deemed to be the  "acquirer"  due to the
common shareholders of Merilus ultimately controlling the reorganized company.

Mechanics.

Under the terms of the Reorganization  Agreement at closing the following events
will occur:

     o    Golden  Soil will issue 1 share of  preferred  stock of Golden Soil to
          the  Trustee,  for the  benefit  of the  holders  of the  Exchangeable
          Shares;
     o    Each Merilus  Stockholder  will  surrender to Merilus  their shares of
          common stock of Merilus;
     o    Each Merilus Stockholder will receive 585.9375 Exchangeable Shares for
          each share of common stock of Merilus they held at the time of closing
          the Reorganization Agreement. The Exchangeable Shares may be converted
          at  anytime  into an  equivalent  number of shares of common  stock of
          Golden Soil.
     o    Merilus will issue 10,000  shares of Common Stock of Merilus to GS Sub
          against  receipt  from GS Sub of  $1,000.  As a result,  Merilus  will
          effectively become an indirect wholly-owned subsidiary of

                                        8

<PAGE>



                  Golden Soil;

     o    Golden  Soil,  Merilus and the trustee  will enter into the voting and
          exchange trust agreement;
     o    Golden Soil and Merilus will enter into the support agreement;
     o    Golden Soil,  Merilus,  the Merilus  Stockholders and the trustee will
          enter into a escrow agreement;
     o    Golden   Soil  and  the  Merilus   Stockholders   will  enter  into  a
          registration rights agreement;
     o    Messrs. John Paul DeJoria,  Gerald C. Allen, Gene Hoffman,  Jr., Aaron
          Fleck,  Myron Gushlak,  Dana Epp,  Kevin Traas,  Ross Mrazek and Bruce
          Davies will become the Board of Directors of Golden Soil Inc.;
     o    A new Board of  Directors,  yet to be decided,  will be  appointed  to
          Merilus and GS Sub;
     o    Merilus will enter into employment  agreements with Messrs.  Dana Epp,
          Chad Northcott, Kevin Traas, Stephen P.H. Hemenway and Ross Mrazek.

No certificates representing fractional shares will be delivered in exchange for
shares of common stock of Merilus pursuant to the Reorganization Agreement. Each
party otherwise entitled to a fractional interest in an Exchangeable Share or to
a  fractional  interest in a share of common stock of Golden Soil will receive a
certificate  evidencing  that  number of shares to which such party is  entitled
rounded up to the next highest whole number.

Based on the exchange  ratio,  the Merilus  Stockholders  will  ultimately  hold
3,787,500  shares of common  stock of Golden  Soil or  approximately  35% of the
outstanding  shares of common stock of Golden Soil based on the number of shares
of common stock of Golden Soil outstanding on November 24, 2000.

Regulatory Approvals.

The only  approval  that is required  by a  governmental  authority  in order to
complete the  Reorganization  Agreement  is an exemption  order from the British
Columbia Securities  Commission as there are no exemptions from the registration
and prospectus  requirements of the Securities Act (British Columbia)  available
for  many  of  the  trades  occurring  in  connection  with  the  Reorganization
Agreement.  Golden  Soil has  applied  for an order  from the  British  Columbia
Securities Commission to permit the intended trades and the resale of the shares
of Golden  Soil  received  by the  Merilus  Stockholders  on  conversion  of the
Exchangeable Shares.

Description of Exchangeable Shares.

Retraction of  Exchangeable  Shares.  Subject to the  retraction  call right (as
defined  in  the  Exchangeable   Shares  provisions)  of  Merilus,   holders  of
Exchangeable Shares will be entitled at any time following the Effective Time to
require Golden Soil to redeem any or all of the Exchangeable Shares held by such
holder  (the  "Retraction  Right")  for an amount per share equal to the current
market  price  of an  share  of  common  stock  of  Golden  Soil on the  date of
retraction,  which will be  satisfied  in full by Golden Soil by delivery to the
holder of one share of common stock of Golden Soil for each Exchangeable Share.

Redemption  of  Exchangeable  Shares.  Subject to  applicable  law and  provided
Merilus has not exercised the redemption call right,  Golden Soil and or Merilus
has the right,  on or after ten years from the date of  closing,  to redeem all,
but not less than all, of the then outstanding Exchangeable Shares for an amount
per share equal to the then  current  market price of a share of common stock of
Golden Soil determined as of the last business day prior to the Redemption Date,
plus any declared and unpaid  dividend,  if any,  which will be payable  through
delivery of one share of common stock of Golden Soil for each Exchangeable Share
redeemed.  Golden  Soil and  Merilus  also  have the right to  require  an early
redemption  of the  Exchangeable  Shares  prior  to ten  years  from the date of
closing.  An early  redemption  may  occur on there  being  fewer  than  378,500
Exchangeable Shares outstanding.

Voting,  Dividend  and  Liquidation  Rights of Holders of  Exchangeable  Shares.
Voting  Rights  with  Respect to Golden  Soil.  Except as required by law and by
Article 9 of the  Exchangeable  Share  Provisions,  the holders of  Exchangeable
Shares are not  entitled  as such to receive  notice of or attend any meeting of
shareholders of Merilus or to vote at any such meeting.

Voting Rights with Respect to Golden Soil. On the Effective  Date,  Golden Soil,
Merilus,  and Interwest  Transfer Company,  Inc. (the "Trustee") will enter into
the voting and exchange trust agreement in substantially the form

                                        9

<PAGE>



attached hereto as Exhibit E to the Reorganization Agreement attached as Exhibit
10.1 to this  Information  Statement.  Pursuant to the voting and exchange trust
agreement the terms of which are incorporated herein, Golden Soil will issue the
only share of  preferred  stock of Golden Soil to the Trustee for the benefit of
the holders of Exchangeable  Shares. This one share of preferred stock of Golden
Soil will have the  number of votes,  which may be cast at any  meeting at which
holders of shares of common stock of Golden Soil are entitled to vote,  equal to
the number of outstanding  Exchangeable  Shares held by the  registered  holders
from time to time of Exchangeable Shares.

Each holder of  Exchangeable  Shares on the record date for any meeting at which
holders of shares of common  stock of Golden  Soil are  entitled to vote will be
entitled to instruct  the Trustee to exercise  one of the votes  attached to the
one share of preferred stock of Golden Soil for each Exchangeable  Share held by
such holder.  The Trustee will exercise (either by proxy or in person) each vote
attached to the one share of preferred  stock of Golden Soil only as directed by
the relevant  holder and, in the absence of  instructions  from an  Exchangeable
Share holder as to voting,  will not exercise such votes. An Exchangeable  Share
holder  may,  on  instructing  the  Trustee,  obtain a proxy  from  the  Trustee
entitling the  beneficiary  to vote  directly at the relevant  meeting the votes
attached  to this one  share of  preferred  stock of  Golden  Soil to which  the
beneficiary is entitled.

All rights of a holder of Exchangeable  Shares to exercise votes attached to the
one share of  preferred  stock of Golden Soil will cease on the  exchange by the
holder of such Exchangeable Shares for shares of common stock of Golden Soil.

Dividend  Rights.  Holders of  Exchangeable  Shares will be entitled to receive,
subject to applicable law, dividends:

         (d)      in the  case of a cash  dividend  declared  on the  shares  of
                  common  stock of  Golden  Soil,  in an amount in cash for each
                  Exchangeable Share corresponding to the cash dividend declared
                  on each share of common stock of Golden Soil;
         (e)      in the case of a stock  dividend  declared  on the  shares  of
                  common  stock of  Golden  Soil to be paid in  shares of common
                  stock of Golden Soil,  in such number of  Exchangeable  Shares
                  for each  Exchangeable  Share as is  equal  to the  number  of
                  shares of common stock of Golden Soil to be paid on each share
                  of common stock of Golden Soil; or
         (f)      in the case of a  dividend  declared  on the  shares of common
                  stock of Golden Soil in property  other than cash or shares of
                  common  stock of  Golden  Soil,  in such  type and  amount  of
                  property as is the same as, or economically  equivalent to (as
                  determined  by the Board of Directors of Merilus in good faith
                  and in its sole  discretion)  the type and amount of  property
                  declared as a dividend on each share of common stock of Golden
                  Soil. Cash dividends on the Exchangeable Shares are payable in
                  U.S. dollars or the Canadian Dollar Equivalent thereof, at the
                  option of Merilus.
         (g)      The  declaration  date,  record  date  and  payment  date  for
                  dividends on the  Exchangeable  Shares will be the same as the
                  relevant date for the corresponding dividends on the shares of
                  common stock of Golden Soil.

Liquidation  Rights with  Respect to Merilus.  In the event of the  liquidation,
dissolution,  or winding-up of Merilus,  each holder of Exchangeable Shares will
have  preferential  rights to receive from Merilus for each  Exchangeable  Share
held by such holder an amount per share equal to the current  market  price of a
share of  common  stock of  Golden  Soil on the last  business  day prior to the
liquidation date to be satisfied in full by delivery to such holder of one share
of  common  stock  of  Golden  Soil.  On the  occurrence  of  such  liquidation,
dissolution,  or winding-up,  Merilus will have an overriding  right to purchase
all but not less than all of the  outstanding  Exchangeable  Shares  (other than
Exchangeable  Shares  held by Golden Soil and its  affiliates)  from the holders
thereof on the effective date of such  liquidation,  dissolution,  or winding-up
for the same amount.

Liquidation  Rights  with  Respect to Golden  Soil.  In order for the holders of
Exchangeable  Shares to  participate  on a pro rata  basis  with the  holders of
shares of common  stock of Golden Soil in the event of a  liquidation  of Golden
Soil, each Exchangeable  Share will automatically be exchanged for an equivalent
number of shares of common stock of Golden Soil plus,  to the extent not paid by
Merilus on the designated payment date therefor,  the amount of all declared and
unpaid dividends on each such Exchangeable Share.

Withholding Rights.  Golden Soil,  Merilus,  and the Trustee will be entitled to
deduct and withhold from any

                                       10

<PAGE>



consideration  otherwise payable to any holder of Exchangeable  Shares or shares
of common  stock of Golden Soil such  amounts as Golden  Soil,  Merilus,  or the
Trustee is required or  permitted  to deduct and  withhold  with respect to such
payment  under the  Canadian  or United  States tax laws,  or any  provision  of
provincial, state, local, or foreign tax law.

Ranking.  The Exchangeable Shares will rank pari passu with the shares of common
stock,  with respect to the payment of dividends and the  distribution of assets
in the event of the liquidation,  dissolution or winding-up of Merilus,  whether
voluntary or  involuntary,  or any other  distribution  of the assets of Merilus
among its shareholders for the purpose of winding-up its affairs.

Certain  Restrictions.  Merilus will not, without the approval of the holders of
Exchangeable Shares:

         o        pay any dividends on the shares of common stock of Merilus, or
                  any other shares  ranking junior to the  Exchangeable  Shares,
                  other than stock  dividends  payable in shares of common stock
                  of  Merilus  or any such other  shares  ranking  junior to the
                  Exchangeable Shares, as the case may be;
         o        redeem,  purchase, or make any capital distribution in respect
                  of shares  of  common  stock of  Merilus  or any other  shares
                  ranking junior to the Exchangeable Shares; or
         o        redeem or purchase any other shares of Merilus ranking equally
                  with the  Exchangeable  Shares with  respect to the payment of
                  dividends or on any liquidation distribution.

The above  restrictions  will not apply at any time  when the  dividends  on the
outstanding  Exchangeable Shares corresponding to dividends declared and paid on
the shares of common stock of Golden Soil have been declared and paid in full.

Amendment and Approval.  The rights,  privileges,  restrictions,  and conditions
attaching to the Exchangeable  Shares may be added to, changed,  or removed only
with the  approval  of the  holders  thereof.  Any such  approval  or any  other
approval  or consent to be given by the  holders of  Exchangeable  Shares on any
other  matter  will be  deemed  to have  been  sufficiently  given  if  given in
accordance  with  applicable  law  subject  to a minimum  requirement  that such
approval  or  consent  be  evidenced  by a  resolution  passed  by not less than
two-thirds  of the votes cast on such  resolution at a meeting of the holders of
Exchangeable Shares duly called and held at which holders of at least 10% of the
then outstanding Exchangeable Shares are present or represented by proxy.

Resale of  Exchangeable  Shares and Shares of Common  Stock of Golden Soil to be
Received in the Reorganization.

United States. The issuance of the Exchangeable  Shares and the shares of common
stock of Golden Soil to the Merilus  Stockholders  will not be registered  under
the  Securities  Act of  1933.  Instead,  Golden  Soil  will  rely on the on the
exemption from  registration  contained in Section 3(b) of the Securities Act of
1933 and Rule 506 promulgated  thereunder;  and under available  exemptions from
the registration and offering memorandum  requirements of the securities laws of
all applicable states where these securities are sold.

The  Exchangeable  Shares and the shares of common  stock of Golden Soil will be
considered  "restricted  securities"  as that term is defined in Securities  and
Exchange Commission Rule 144 of the Securities Act of 1933 ("Rule 144"), and may
not be resold without  registration  under the Securities Act of 1933.  Provided
certain  requirements  are met, the Shares  received  under this offering may be
resold pursuant to Rule 144 or may be resold pursuant to another  exemption from
the registration requirement.

Generally,  Rule 144 provides  that a holder of  restricted  shares of an issuer
which maintains certain available public information, where such shares are held
for one year or more, may sell in "brokers' transactions" every three months the
greater  of: (a) an amount  equal to one  percent of Golden  Soil's  outstanding
shares;  or (b) an amount equal to the average  weekly volume of trading in such
securities  during the preceding  four calendar  weeks prior to the sale. A Form
144 must also be filed with  Securities and Exchange  Commission  notifying that
agency of the  shares  being  sold  pursuant  to Rule 144.  Persons  who are not
affiliates  of Golden Soil may sell shares  beneficially  owned for at least two
years at the time of the  proposed  sale  without  regard to volume or manner of
sale restrictions.


                                       11

<PAGE>



Golden  Soil has  agreed  to  provide  the  Merilus  Stockholders  with a demand
registration  right to  require  Golden  Soil  prepare  and file a  registration
statement  under the Securities Act of 1933 with respect to the shares of common
stock of Golden Soil to be received on  conversion of the  Exchangeable  Shares.
The  terms  of  this  right  is set out in  detail  in the  registration  rights
agreement  attached  as Exhibit C to the  Reorganization  Agreement  attached as
Exhibit 10.1 to this Information Statement. A summary of this agreement can also
be  found  under  the  heading   "TRANSACTION   MECHANICS  AND   DESCRIPTION  OF
EXCHANGEABLE SHARES - Related Transactions - Registration Rights Agreement."

Canada.  Golden  Soil  has  applied  for an  order  from  the  British  Columbia
Securities  Commission to permit the issuance of the Exchangeable Shares and the
shares of common stock of Golden Soil  issuable on exchange of the  Exchangeable
Shares and other related  securities  transactions which will or may occur under
the  Reorganization.  This  application  includes a request to permit  resale of
those shares in British  Columbia  without  restriction  by holders other than a
"control  person",  provided no unusual effort is made to prepare the market for
any such resale or to create a demand for the  securities  which are the subject
of any such resale and no  extraordinary  commission or consideration is paid in
respect to the resale.

Share Structure After Reorganization.

 In  addition  to  issuing  shares of  common  stock of  Golden  Soil  under the
Reorganization Agreement, Golden Soil will issue 2,000,0000 shares of its common
stock in connection with the exercise of warrants issued in a private  placement
warrant offering.  All of these warrants have now been exercised and Golden Soil
is in the  process of issuing the  underlying  shares as directed by the warrant
holder. No commission was paid in connection with this offering.

Golden  Soil has also  commenced  a second  private  placement  which is a share
offering  consisting of a minimum of 1,000,000 to a maximum of 2,000,000  shares
at a purchase price of not less than $5.00 per share. This second offering is to
be completed within 60 days from Closing. No shares have been sold in the second
offering as of the date of this Information  Statement.  If all 2,000,000 shares
are sold,  Golden Soil will  receive an  aggregate  total of $  10,000,000,  and
maximum net  proceeds  of $ 9,990,000  after  payment of  expenses.  The Private
Placement  will be made only to Accredited  Investors as defined in Regulation D
of the  Securities  Act of 1933,  as amended.  No  assurances  can be given that
Golden  Soil will be  successful  in  completing  the Private  Placement  or, if
completed, or that it will be completed on the terms described above.

On  completion  of the  Reorganization  and  the  two  Private  Placements,  the
ownership of the Common Stock by (i) the current  shareholders of Merilus,  as a
group,  (ii) the current  Golden Soil  shareholders,  as a group,  and (iii) the
investors in the Private Placements, as a group, is estimated to be as follows:


Groups of Shareholders                        Common Stock          % Owned (1)
----------------------                        ------------          -----------

Merilus Shareholders                            3,787,500             26.01%
Golden Soil Shareholders                        6,750,000             46.35%
First Private Placement (2)                     2,000,000             13.73%
Second Private Placement (3)                    2,000,000             13.73%
Canaccord Capital Corp.(4)                         25,000              0.17%
TOTAL OF ALL SHAREHOLDERS                      14,562,500             100.0%

     1.   Assuming the maximum of 2,000,000 shares is sold in the second private
          placement.
     2.   The first private placement has been completed with 2,000,000 warrants
          exercised by Imperium Capital, Inc.
     3.   Assuming  placement of maximum of 2,000,000  shares in second  private
          placement which must be completed within 60 days from the closing date
          of the Reorganization.
     4.   Golden Soil has agreed to issue  25,000  shares to  Canaccord  Capital
          Corp. as full payment for their assistance with the Reorganization.

                                       12

<PAGE>




Summary of Terms of Reorganization Agreement

The following  contains,  among other things, a summary of the material features
of the  Reorganization  Agreement.  This Summary does not purport to be complete
and is subject in all  respects to the  provisions  of, and is  qualified in its
entirety by reference to, the executed Reorganization  Agreement a copy of which
is attached to the Information Statement as Exhibit 10.1.

General  Terms.  Under the terms of the  Reorganization  Agreement  the  Merilus
Stockholders  will  receive  Exchangeable  Shares  which may be  exchanged  into
3,787,500 shares of common stock of Golden Soil at anytime.  The stockholders of
Merilus Technologies Inc. as a result of the Reorganization  Agreement will hold
approximately  35.94 % of Golden  Soil's  total  issued  and  outstanding  share
capital as of  November  24,  2000.  After the  closing  of the  Reorganization,
Merilus will be an indirect wholly-owned subsidiary of Golden Soil.

Closing.  Closing  is  scheduled  to take  place at such  time as  agreed by the
parties but in any event may not occur earlier than 20 days following  notice to
shareholders  under this  Information  Statement as prescribed by Section 14C of
the Securities Exchange Act of 1934 (the "Act").

Conditions for Closing.  The obligation of each of the parties to consummate the
Reorganization Agreement is subject to the following conditions, among others:

     o    Golden Soil is current in all  reports  required to be filed under the
          Securities Exchange Act of 1934, as amended;

     o    the  Reorganization  Agreement,  name  change,  stock  option plan and
          employment agreements have been approved by the stockholders of Golden
          Soil and Merilus;

     o    the  private  placement  sale  and  exercise  of  2,000,000   warrants
          exercisable for an equivalent  number of shares in the common stock of
          Golden Soil raising an aggregate total of $2,000,000;

     o    Golden Soil must have  provided  Merilus with a series of bridge loans
          of not less than $2,000,000;

     o    the issuance of 585.9375 Exchangeable Shares for each share of Merilus
          common stock issued and  outstanding for a total issuance of 3,787,500
          Exchangeable Shares to the Merilus Stockholders;

     o    the  issuance  of 10,000  shares of common  stock of Merilus to GS Sub
          against receipt from GS Sub of $1,000;

     o    the resignation of the current  directors and officers of Golden Soil;
          and

     o    the appointment of nine new directors of Golden Soil; and

     o    all  regulatory  approvals  having been received as may be required to
          complete the transactions.

Termination;  Waivers. The Reorganization may be terminated at any time prior to
the Closing by:

     o    mutual consent of the parties, or

     o    by Merilus or Golden Soil if the other party is in material  breach of
          any representation,  warranty,  covenant or agreement contained in the
          Reorganization Agreement, or

     o    by either party if the conditions to the  obligations of such party to
          consummate the  Reorganization  have not been satisfied,  or waived by
          December 31, 2000.

Each party may, by a written instrument, waive or extend the time for Closing or
performance  of any of  the  obligations  of the  other  party  pursuant  to the
Reorganization.

Effect of Termination. There is no liability or obligation on the part of Golden
Soil or Merilus,  or their  respective  officers,  directors or  shareholders on
termination.   The  provisions  of  the  Reorganization   Agreement   concerning
confidentiality, expenses, public disclosure etc. survive the termination of the
Reorganization  Agreement.  All loans  advanced by Golden  Soil to Merilus  will
become  due and  payable  270 days from the date of  termination;  and  Imperium
Capital Inc.,  as a break up fee,  will assume the Can $250,000 debt  obligation
that Merilus has to Clyde  Resources  Ltd., and the Can $250,000 debt obligation
that Merilus has to Bank Sal Oppenheim Jr & Cie (Schweiz) AG.  Imperium  Capital
Inc. is a party to the Reorganization  Agreement to the extent of this provision
and its participation in the warrant offering.

Representations and Warranties.  The Reorganization  Agreement contains a number
of mutual  representations  and warranties of Merilus and Golden Soil,  relating
to, among other things:

                                       13

<PAGE>



     o    the respective  capitalization of each of Merilus, Golden Soil and the
          GS Sub;

     o    the corporate  existence,  organization,  and qualification of each of
          Merilus, Golden Soil and GS Sub;

     o    authorization,   execution,   delivery,   and  enforceability  of  the
          Reorganization Agreement;

     o    the absence of any violations,  conflicts, breaches, defaults, rights,
          encumbrances, suspensions, revocations, or lack of consents, approvals
          or notices  which  would have a material  adverse  effect on the party
          giving the representation and warranty;

     o    the  absence  of  any  outstanding  actions,  suits,  proceedings,  or
          investigations,  either commenced,  contemplated or threatened against
          either  of  Merilus  or  Golden  Soil,   including  their   respective
          subsidiaries,  which could  reasonably  be expected to have a material
          adverse effect on the party giving the representation and warranty;

     o    the financial  statements of the party giving the  representation  and
          warranty;

     o    minute books and records;

     o    the filing of tax returns and the payment of taxes;

     o    the  obtaining  by Merilus  and Golden  Soil of various  consents  and
          approvals  except where the failure to obtain such consent or approval
          would not constitute a material adverse effect to the party giving the
          representation and warranty; and

     o    brokers and finders fees.

Similarly the Merilus  Stockholders have provided certain  representations as to
themselves on such matters as their  personal  capacity,  title to the shares of
Merilus, litigation, and other relevant matters.

Covenants  of  Golden  Soil and  Merilus.  Merilus  and  Golden  Soil  have each
covenanted under the Reorganization  Agreement,  among other things, that, until
the  closing  date  or  the  date  on  which  the  Reorganization  Agreement  is
terminated,  whichever is earlier,  unless the other party otherwise  agrees, it
will:

     o    use all  reasonable  commercial  efforts  to  satisfy  the  conditions
          precedent to its respective  obligations set out in the Reorganization
          Agreement and to do all other things  necessary,  proper, or advisable
          under applicable law to complete the  Reorganization,  including using
          all  reasonable  commercial  efforts to obtain all necessary  waivers,
          consents,  approvals,  and authorizations required to be obtained from
          other parties under loan  agreements,  leases,  and other contracts or
          otherwise   under   applicable   law  and  to  effect  all   necessary
          registrations and filings and submissions of information  requested by
          governmental  authorities  required to be effected by it in connection
          with the Reorganization;

     o    make available and cause to be made available to the other party,  its
          agents, and advisors, all documents and agreements in any way relating
          to  or  affecting  its  business,  financial  condition,   operations,
          prospects,   properties,  assets,  or  affairs,  except  where  it  is
          contractually   precluded  from  making  such  document  or  agreement
          available  in which  case it will  cooperate  with the other  party in
          securing  access to any such  documentation  not in its  possession or
          under its control;

     o    not take any action,  refrain  from  taking any action,  or permit any
          action to be taken or not taken,  inconsistent with the Reorganization
          Agreement or which might,  directly or  indirectly,  interfere with or
          adversely affect the consummation of the Reorganization; and

     o    promptly notify the other party of any event  occurring  subsequent to
          the  date  of the  Reorganization  Agreement  that  would  render  any
          representation   or   warranty   of  that  party   contained   in  the
          Reorganization  Agreement untrue or inaccurate in any material respect
          and of any material  breach of that party of any covenant or agreement
          contained in the Reorganization Agreement.

     o    not  issue,  grant,  deliver  or  sell or  authorize  or  propose  the
          issuance,  grant,  delivery  or sale of, or  purchase  or propose  the
          purchase of, any shares of its capital stock or securities convertible
          into, or  subscriptions,  rights,  warrants or options to acquire,  or
          other  agreements or  commitments  of any  character  obligating it to
          issue  any such  shares  or other  convertible  securities  except  as
          authorized in the Reorganization Agreement;

     o    not amend its articles or bylaws;

     o    not enter into any contract, arrangement or obligation of any kind;

     o    amend  their  respective  articles  of  incorporation  as  required to
          facilitate the Reorganization;

     o    if  applicable,  to enter into or cause to be entered  into on closing
          the Reorganization a registration rights agreement,  escrow agreement,
          support agreement and voting and exchange trust agreement.

In addition to the  foregoing,  Golden Soil has  covenanted and agreed under the
Reorganization Agreement to:

                                       14

<PAGE>



     o    conduct two private placement offering; and

     o    provide  Merilus with a series of bridge loans with an aggregate total
          of $2,000,000.

Confidentiality.  Under the  Reorganization  Agreement,  Merilus and Golden Soil
undertook and agreed that they would keep all confidential  information received
from the other  party in strict  confidence,  and  would not  disclose  any such
confidential  information to any third party or parties  whatsoever except under
strict guidelines.  Disclosure of the confidential information may be made by or
on behalf of the receiving party to its employees and professional  advisors who
have a need to know such  confidential  information  for purposes of considering
the making of a bona fide evaluation of the proposed transaction,  provided that
all such persons agree to keep such information  confidential and to be bound by
the Reorganization  Agreement to the same extent as if they were parties to that
agreement.  Disclosure  of the  confidential  information  may be  made by or on
behalf of the receiving  party,  or any other party to whom  disclosure has been
made in accordance  therewith,  if required by law,  provided  however,  that on
receipt of any such request or order for such disclosure, the receiving party or
such other  party to whom the request for  disclosure  is made,  will notify the
supplier that a request has been made for  disclosure in order that the supplier
may seek any appropriate  protective  order or waive compliance by the receiving
party with the provision of the Reorganization Agreement.

The restrictions on the use and disclosure of the  confidential  information set
forth in the Reorganization Agreement will not apply if:

     o    the confidential  information is or becomes  publicly  available other
          than through a breach of the Reorganization  Agreement by either party
          to whom disclosure is made;

     o    the confidential information is subsequently lawfully obtained without
          a  secrecy  obligation  from  a  third  party  or  parties  not  in  a
          contractual  or  fiduciary  relationship  with any member of the party
          receiving the Confidential  Information (the "receiving party"), other
          than through a breach of the Reorganization  Agreement,  provided that
          written  supporting  documentation  confirming the lawful authority of
          such third party or parties to disclose the  confidential  information
          is provided to the supplier;

     o    the confidential information was known by the receiving party or other
          parties  prior to the time at which  disclosure  of such  confidential
          information  was made to the receiving  party or such other parties in
          accordance with the  Reorganization  Agreement,  provided that written
          supporting  documentation  confirming  that  fact is  provided  to the
          supplier; or

     o    the written  consent of the supplier is given prior to any such use or
          disclosure being made.

Amendment.  The Reorganization  Agreement may be amended by written agreement of
the parties at any time.

Related Transactions

Bridge Loans. As a term of the Reorganization  Agreement,  Golden Soil agreed to
provide  Merilus with a series of bridge loans totaling not less than $2,000,000
from all private  placement funds received by Golden Soil immediately on receipt
of such funds. These funds have now all been advanced to Merilus and Merilus has
executed a series of  promissory  notes  evidencing  these loans . The principal
amount of the notes are due  November  30, 2000 and will accrue  interest at the
rate of 8% per annum.  The maturity date of these  promissory  notes will be 270
days from the date of termination of the  Reorganization  Agreement in the event
the Reorganization does not close. Merilus intends to use the funds received for
working capital purposes of Merilus.

The  Composition  of the Golden Soil Board of Directors.  The Board of Directors
for Golden Soil presently  consists of one member.  Pursuant to the terms of the
Reorganization  Agreement,  Golden  Soil has  agreed to  appoint a total of nine
directors to the Golden Soil Board.  Five of these directors are nominees of Mr.
Myron  Gushlak  and four are  nominees  of the  Merilus  Stockholders.  The nine
appointees will serve until their successors are duly elected and qualified. The
nine  appointees  will be  Messrs.  John Paul  DeJoria,  Gerald C.  Allen,  Gene
Hoffman, Jr., Aaron Fleck, Myron Gushlak, Dana Epp, Kevin Traas, Ross Mrazek and
Bruce Davies. For biographical  information on these individuals,  see "Election
of Directors - Information Concerning Nominees" in this Information Statement.

Employment Agreements. In connection with the Reorganization  Agreement,  Golden
Soil has agreed to enter into one-year  employment  agreements with Messrs. Dana
Epp, Chad Northcott,  Kevin Traas,  Stephen P.H. Hemenway and Ross Mrazek.  Each
agreement  becomes  effective  on the  closing of the  merger.  The terms of the
employment  agreements are set out in more detail under "Election of Directors -
Executive Compensation" in this Information

                                       15

<PAGE>



Circular.

Agreement with Canaccord  Capital Corp.  Golden Soil has agreed to pay Canaccord
Capital Corp.  25,000 shares of common stock of Golden Soil for their assistance
with the Reorganization.

Support Agreement.  The following is a summary of the material  provisions of to
the support agreement, a copy of which is attached to this Information Statement
as Exhibit D of the Reorganization  Agreement.  The following  information about
the  support  agreement  is  qualified  in its  entirety  by the  more  detailed
information  set  forth  in the  support  agreement.  Pursuant  to  the  support
agreement,  Golden  Soil will make the  following  covenants  for so long as any
Exchangeable  Shares (other than Exchangeable Shares owned by Golden Soil or its
affiliates) remain outstanding:

         o        Golden Soil will not declare or pay dividends on the shares of
                  common stock of Golden Soil unless  Merilus is able to declare
                  and pay and  simultaneously  declares or pays, as the case may
                  be, an equivalent dividend on the Exchangeable Shares;
         o        Golden Soil will advise Merilus in advance of the  declaration
                  of any  dividend on the shares of common  stock of Golden Soil
                  and ensure that the declaration  date, record date and payment
                  date for dividends on the Exchangeable  Shares are the same as
                  that for the  corresponding  dividend  on the shares of common
                  stock of Golden Soil;
         o        Golden Soil will ensure that the record date for any  dividend
                  declared  on the shares of common  stock of Golden Soil is not
                  less than ten business days after the declaration date of such
                  dividend; and
         o        Golden Soil will take all actions and do all things reasonably
                  necessary  or  desirable  to enable  and  permit  Merilus,  in
                  accordance  with applicable law, to comply with any Retraction
                  Request  by a holder  of  Exchangeable  Shares,  effectuate  a
                  redemption   of   the   Exchangeable    Shares   and/or   make
                  distributions  under the Exchangeable Shares provisions to the
                  holders of  Exchangeable  Shares on the  liquidation of Golden
                  Soil.

The support  agreement  and the  Exchangeable  Share  provisions  provide  that,
without the prior  approval of Merilus and the holders of  Exchangeable  Shares,
Golden Soil will not issue or  distribute  additional  shares of common stock of
Golden Soil, securities  exchangeable for or convertible into or carrying rights
to  acquire  shares  of  common  stock of Golden  Soil,  or rights to  subscribe
therefor or other assets to all or substantially all holders of shares of common
stock of Golden  Soil,  nor change the  shares of common  stock of Golden  Soil,
unless the same or an economically  equivalent  distribution on or change to the
Exchangeable  Shares  (or  in  the  rights  of  the  holders  thereof)  is  made
simultaneously.  The Board of Directors of Merilus is conclusively  empowered to
determine  in good faith and in its sole  discretion  whether any  corresponding
distribution  on or  change  to  the  Exchangeable  Shares  is  the  same  as or
economically  equivalent to any proposed distribution on or change to the shares
of common stock of Golden Soil. In the event of any proposed tender offer, share
exchange offer,  issuer bid, take-over bid, or similar  transaction with respect
to the shares of common stock of Golden Soil which is recommended,  approved, or
consented  to by the Board of Directors  of Golden Soil and in  connection  with
which the Exchangeable Shares are not redeemed by Merilus or purchased by Golden
Soil,  pursuant to the  redemption  call right,  Golden Soil will use reasonable
efforts  to take all  actions  necessary  or  desirable  to  enable  holders  of
Exchangeable Shares to participate in such transaction to the same extent and on
an  economically  equivalent  basis as the holders of shares of common  stock of
Golden Soil.

Merilus is required to notify Golden Soil of the  occurrence of certain  events,
such as the liquidation,  dissolution,  or winding-up of Merilus,  and Merilus's
receipt of a retraction request from a holder of Exchangeable Shares.

Under the support  agreement,  Golden Soil has agreed not to exercise any voting
rights attached to the Exchangeable  Shares owned by it or any of its affiliates
on any matter considered at meetings of holders of Exchangeable Shares.

With the exception of administrative changes for the purpose of adding covenants
for the  protection  of the  holders  of  Exchangeable  Shares,  making  certain
necessary  amendments  or curing  ambiguities  or clerical  errors (in each case
provided  that the Board of  Directors of each of Golden Soil and Merilus are of
the opinion that such  amendments are not prejudicial to the rights or interests
of the holders of Exchangeable Shares), the support agreement may not be amended
without the approval of the holders of Exchangeable Shares.

Voting and Exchange Trust Agreement.  The following is a summary of the material
provision  of the voting and  exchange  trust,  a copy of which is  attached  as
Exhibit E to the Reorganization Agreement attached as Exhibit 10.1 to

                                       16

<PAGE>



this  Information  Statement.  This  summary is qualified in its entirety by the
more detailed information set forth in the voting and exchange trust agreement.

On the Effective Date, Golden Soil, Merilus, and the Trustee will enter into the
voting and exchange trust agreement in substantially the form attached hereto as
Appendix F.  Pursuant to the voting and exchange  trust  agreement,  Golden Soil
will issue the share of  preferred  stock of Golden  Soil to the Trustee for the
benefit of the holders of  Exchangeable  Shares.  The preferred  share of Golden
Soil will have the  number of votes,  which may be cast at any  meeting at which
holders of shares of common stock of Golden Soil are entitled to vote,  equal to
the number of outstanding  Exchangeable  Shares held by the  registered  holders
from time to time of Exchangeable Shares.

Each holder of  Exchangeable  Shares on the record date for any meeting at which
holders of shares of common  stock of Golden  Soil are  entitled to vote will be
entitled to instruct  the Trustee to exercise  one of the votes  attached to the
share of preferred stock of Golden Soil for each Exchangeable Share held by such
holder.  The  Trustee  will  exercise  (either by proxy or in person)  each vote
attached to the share of preferred  stock of Golden Soil only as directed by the
relevant holder and, in the absence of instructions  from an Exchangeable  Share
holder as to voting,  will not exercise such votes. An Exchangeable Share holder
may, on instructing the Trustee,  obtain a proxy from the Trustee  entitling the
beneficiary  to vote directly at the relevant  meeting the votes attached to the
preferred share of Golden Soil to which the beneficiary is entitled.

All rights of a holder of Exchangeable  Shares to exercise votes attached to the
preferred  share of Golden Soil will cease on the exchange by the holder of such
Exchangeable Shares for shares of common stock of Golden Soil.

Escrow Agreement.  Golden Soil, Merilus and the Trustee will execute and deliver
an escrow  agreement  which will result in all shares of common  stock of Golden
Soil to be issued on the exchange of the Exchangeable  Shares to be subject to a
one year hold from the date of closing the Reorganization Agreement.

Registration Rights Agreement. Golden Soil has provided the Merilus Stockholders
a demand  registration  right to cause  Golden  Soil to  register  its shares of
common stock of Golden Soil under the  Securities  Act of 1933.  Pursuant to the
registration  rights agreement,  a copy of which is attached as Exhibit C to the
Reorganization Agreement attached as Exhibit 10.1 to this Information Statement,
Golden Soil must file a registration statement on Form S-3 on or before November
1, 2001 in order to ensure clearance by all applicable US securities  regulators
by February 17, 2002.  The Form S-3  registered  offering is required to be open
for seven  months  in order to allow  the two  selling  windows  to the  Merilus
Stockholders  who are  considered  affiliates.  In addition,  subject to certain
limitations, if Golden Soil proposes to register any of its securities under the
Securities  Act of 1933,  either for its own account or for the account of other
security holders,  each Merilus Stockholder is entitled to written notice of the
registration  and are entitled to, at Golden Soil's expense,  include the shares
of  common  stock  held  by the  Merilus  Stockholders,  provided,  among  other
conditions,  that the  underwriters  of any offering have the right to limit the
number of such shares included in the  registration.  If an underwriter  does so
limit the number of shares included in a registration, shares will be eliminated
from the offering in the following order:

     o    shares proposed to be sold by Golden Soil for its own account;

     o    shares  proposed to be sold by directors,  officers of Golden Soil and
          holders of 10% or more the shares of common stock of Golden Soil; and

     o    shares  proposed to be sold by Merilus  Stockholders  or other selling
          security  holders  requested to be included in such  registration  pro
          rata on the basis of the number of such securities proposed to be sold
          and requested to be included.

Golden Soil  generally  is required to bear all the fees,  costs and expenses of
any such registration other than underwriting discounts and commissions.  Golden
Soil also is obligated to indemnify each Merilus Stockholder and any other party
that exercises its registration  rights against certain  liabilities,  including
liabilities under the Securities Act of 1933.

Material Terms of the Common Stock

The  authorized  common stock of Golden Soil consists of  100,000,000  shares of
$0.001 par value stock.  As of November 24, 2000,  there were  6,750,000  shares
issued  and  outstanding.  At  the  closing  of  the  Reorganization,  3,787,500
Exchangeable  Shares of Merilus will be issued in exchange for all of the issued
and  outstanding  shares of Merilus  which may be  converted at any time into an
equivalent number of shares of Golden Soil. On completion of

                                       17

<PAGE>



the Reorganization and the Private Placements  (assuming 2,000,000 shares in the
second  private  placement  are  sold  and all of the  Exchangeable  Shares  are
converted), 14,532,500 shares of Common Stock will be outstanding.

The  holders of shares of Common  Stock are  entitled to one vote for each share
held of record on each matter submitted to shareholders.  Shares of Common Stock
do not have cumulative voting rights for the election of directors.  The holders
of shares of Common Stock are entitled to receive such dividends as the Board of
Directors  may from time to time  declare  out of funds of Golden  Soil  legally
available for the payment of dividends. The holders of shares of Common Stock do
not  have  any  preemptive  rights  to  subscribe  for or  purchase  any  stock,
obligations  or other  securities  of Golden  Soil and have no rights to convert
their Common Stock into any other securities.

On any liquidation,  dissolution or winding up of Golden Soil, holders of shares
of Common  Stock are  entitled  to receive  pro rata all of the assets of Golden
Soil available for distribution to shareholders.

The foregoing  summary of the material terms of the capital stock of Golden Soil
does not purport to be complete and is subject in all respects to the provisions
of, and is  qualified in its entirety by  reference  to, the  provisions  of the
Articles of  Incorporation  of Golden Soil,  as amended by the  Amendment to the
Articles attached hereto as Exhibit 3.1.

Summary of Private Placements.

Terms of Private Placements. Golden Soil is conducting two Private Placements in
conjunction with the Reorganization  Agreement.  The first Private Placement has
been closed and  consisted  of a warrant  offering of 2,000,000  warrants,  each
warrant  exercisable  for one share of common  stock of Golden Soil at $1.00 per
share. This warrant offering has concluded with 2,000,000  warrants exercised by
Imperium Capital, Inc., which is wholly owned by Mr. Myron Gushlak.

The second Private  Placement  offering  consists of a minimum of 1,000,000 to a
maximum of 2,000,000 shares at a purchase price of not less than $5.00 per share
to be completed within 60 days from closing the Reorganization Agreement.

Use of  Proceeds.  There was a minimum of  $2,000,000  which was  required to be
raised prior to closing of the  Reorganization  Agreement.  This amount has been
raised by the  exercise of warrants by Imperium  Capital,  Inc. The net proceeds
available  to Golden Soil from the exercise of  warrants,  assuming  expenses of
$10,000, will be $1,990,000 . The estimated use of proceeds will be as follows:


                                                       AMOUNT         PERCENTAGE
Bridge Loan to Merilus:

- Professional Fees                                   $  100,000            5%
- Equipment                                           $   50,000            3%
- Salaries & Hiring Additional Personnel              $  350,000           17%
- Sales & Marketing                                   $  500,000           25%
- Working Capital                                     $  990,000           50%
                                     TOTAL:           $1,990,000          100%

Assuming that  2,000,000 of shares are sold under the second  Private  Placement
and that the expenses  will be $ 20,000,  the estimated use of net proceeds of $
11,990,000 from both Private Placements will be as follows:


                                                       AMOUNT         PERCENTAGE
Bridge Loan to Merilus:

- Professional Fees                                   $  400,000            3%
- Inventory                                           $3,000,000           25%
- Equipment                                           $2,000,000           17%
- Salaries & Hiring Additional Personnel              $3,000,000           25%
- Sales & Marketing                                   $  950,000            8%
- Working Capital                                     $2,230,000           19%


                                       18

<PAGE>




Working Capital                                       $   400,000           3%
                                         TOTAL:       $11,980,000         100%

Although  Golden Soil intends to utilize the proceeds of the Private  Placements
as  disclosed  above,  Golden  Soil's  Board of  Directors  will  have  complete
discretion as to the final use of proceeds.

Restrictions  on Resale.  All shares and warrants  issued in connection with the
Private  Placements are considered  restricted  securities and cannot be sold to
the  public  for a period  of one year  from the date of  purchase  or until the
securities are qualified under a registration  statement  registering the resale
of the securities.

Registration Rights

Golden Soil has agreed to register for resale with the  Securities  and Exchange
Commission  the following  shares of Common Stock issued in connection  with the
Reorganization and the Private Placements:

     o    shares to be issued by Golden  Soil on  exercise  of the  warrants  in
          connection with the Private Placement to Imperium Capital Inc.;

     o    shares issued in connection with the second Private Placement; and

     o    shares issued to the  stockholders  of Merilus in connection  with the
          Closing of the Reorganization.

The terms of the registration rights of the Merilus  Stockholders are set out in
a registration  rights agreement a copy of which is attached as Exhibit C to the
Reorganization Agreement attached as Exhibit 10.1 to this Information Statement.
A summary of the terms of the  registration  rights agreement is set out in this
Information  Statement  under the section  entitled  "TRANSACTION  MECHANICS AND
DESCRIPTION OF EXCHANGEABLE SHARES - Related  Transactions - Registration Rights
Agreement."

Summary of Pro Forma Financial Statements

The following unaudited pro forma financial information for Golden Soil is based
on the  historical  financial  statements  of Golden Soil  (which  appear in the
Annual Report to Stockholders which accompanies this Information  Statement) and
of Merilus  (which are attached to this  Information  Statement as Exhibit 99.2)
and has been prepared on a pro forma basis to give effect to the  Reorganization
under the purchase  method of accounting,  as if the transaction had occurred at
September  30,  2000,  for  each  operating  period  presented.  The  pro  forma
information  was prepared based on certain  assumptions  described below and may
not be  indicative  of  results  that  actually  would  have  occurred  had  the
Reorganization  occurred at the beginning of the last full fiscal year presented
or  of  results  which  may  occur  in  the  future.  The  unaudited  pro  forma
consolidated financial data and accompanying notes should be read in conjunction
with the annual financial  statements and notes thereto of Merilus  appearing at
Exhibit 99.1 in this Information Statement.

The  unaudited  pro forma  consolidated  balance sheet as of September 30, 2000,
presents  the  financial  position of Golden Soil as if the  Reorganization  had
occurred on that date and was prepared  utilizing the audited  balance sheets as
of September 30, 2000, of Golden Soil and the audited  balance sheets of Merilus
as of September 30, 2000.  The pro forma  consolidated  statements of operations
data  presented  assumes the  Reorganization  occurred at the  beginning  of the
periods  presented.  It should not be assumed that Golden Soil and Merilus would
have achieved the unaudited pro forma consolidated  results if they had actually
been combined during the periods shown.

The  Reorganization  is expected to be accounted  for as a purchase.  The common
shareholders of Merilus will receive  3,787,500  shares of Common Stock for each
share of Merilus common stock  resulting in the current  stockholders of Merilus
acquiring  approximately  35% of the  outstanding  Common  Stock of Golden  Soil
excluding the Private Placement shares to be issued.

The  unaudited  pro  forma  consolidated  results  are  based on  estimates  and
assumptions, which are preliminary and have been made solely for the purposes of
developing  such pro forma  information.  The unaudited  pro forma  consolidated
results are not  necessarily  an  indication of the results that would have been
achieved had such  transactions  been  consummated as of the dates  indicated or
that may be achieved in the future.

The unaudited pro forma combined  results should be read in conjunction with the
historical consolidated financial

                                       19

<PAGE>



statements and notes thereto set forth herein,  and other financial  information
pertaining to Golden Soil and Merilus,  including  "Management's  Discussion and
Analysis of Financial  Condition and Results of  Operations"  for each of Golden
Soil and Merilus. Pro forma financial information is set forth in greater detail
in the  Pro  Forma  Financial  Statements  beginning  on  Exhibit  99.1  of this
Information Statement.

                                                           For the Period Ended
PRO FORMA INCOME STATEMENT:                                 September 30, 2000
                                                           (stated in thousands)

Revenues                                                              $ 277,991
Cost of Sales                                                         $  68,464
Gross Profit                                                          $ 209,527
Other Income and Expenses                                             ($734,225)
Net Income (Loss)                                                     ($524,698)
Net Income (Loss) Per Share                                           ($   0.77)

                                                                     As of
PRO FORMA BALANCE SHEET:                                      September 30, 2000
                                                              ------------------

Total Assets                                                          $  44,770
Total Liabilities                                                     $ 613,691
Stockholders' Equity                                                  ($429,278)
Book Value Per Share                                                  ($ 0.0407)

Risks Related to the Reorganization

You Will Suffer Immediate and Substantial Dilution of Your Percentage Equity and
Voting Interest.  Golden Soil will issue 3,787,500 shares of common stock to the
Merilus  Stockholders on conversion of the  Exchangeable  Shares.  The 3,787,500
shares would represent approximately 35% of the number of shares of common stock
outstanding as of November 24, 2000.  Accordingly,  the Reorganization will have
the effect of substantially  reducing the percentage  equity and voting interest
held by each of Golden Soil's stockholders.

The Merilus Stockholders May Be Able to Significantly Influence Us Following the
Share Issuance.  The substantial control of the shares of common stock of Golden
Soil by the Merilus  stockholders after the closing of the  Reorganization  will
provide them with the ability to exercise substantial  influence in the election
of  directors  and  other  matters  submitted  for  approval  by  Golden  Soil's
stockholders.  Following the closing of the  Reorganization  and the issuance of
the 2,000,000 shares from the warrant offering, the ownership of common stock by
the  Merilus  stockholders,  including  those who will become  directors  and/or
executive  officers of Golden  Soil,  will  represent  approximately  35% of the
outstanding shares of Golden Soil. This concentration of ownership of the shares
of common stock of Golden Soil may make it difficult for other  stockholders  of
Golden Soil to successfully approve or defeat matters which may be submitted for
stockholder  action.  It may also have the  effect  of  delaying,  deterring  or
preventing a change in control of Golden Soil without the consent of the Merilus
stockholders.  In addition, sales of common stock by the Merilus Stockholders to
a third party may result in a change of control of Golden Soil.

The Combined  Company May Be Unable to Obtain Required  Additional  Capital.  As
indicated in the risk factors  relating to Merilus below,  the combined  company
will  need to raise  up to $12  million  in a  combination  of debt  and  equity
securities  to have  sufficient  working  capital  to run and grow the  business
through  December 31, 2001.  Should the combined  company be unsuccessful in its
efforts to raise additional capital, it will be required to curtail its plans or
it may be required  to cut back or stop  operations.  There can be no  assurance
that the combined  company will raise  additional  capital or generate cash from
operations sufficient to meet its obligations and planned requirements.

Golden  Soil  May  Not Be  Able  to  Successfully  Integrate  Merilus  into  Its
Operations.  The integration of Merilus into Golden Soil's operations involves a
number of risks, including:

     o    difficulty integrating Merilus's operations and personnel;

     o    diversion of management attention;

     o    potential disruption of ongoing business;

     o    inability to retain key personnel; and

     o    impairment of relationships with employees, customers or vendors.

                                       20

<PAGE>

Failure to overcome these risks or any other problems  encountered in connection
with the Reorganization or other similar  transactions could reduce the value of
the  Reorganization  to us.  This could  reduce the value of Golden  Soil common
stock.

Merilus May Lose Rights under  Contracts  with Customers and Other Third Parties
as  a  Result  of  the  Reorganization.  Merilus  has  numerous  contracts  with
suppliers,  customers,  licensors,  licensees and other business  partners.  The
Reorganization may trigger  requirements under some of these contracts to obtain
the consent,  waiver or approval of the other parties.  If Merilus cannot do so,
Merilus may lose some of these contracts or have to renegotiate the contracts on
terms that may be less  favorable.  In addition,  many of these  contracts  have
short terms or can be terminated  following a short notice period. Loss of these
contracts  would reduce  Merilus' and in turn Golden Soil's revenues and may, in
the case of some contracts, affect rights that are important to the operation of
Merilus' business.

Certain Federal Income Tax Consequences

The  following  discussion  is  limited  to  the  material  federal  income  tax
consequences of the proposed  reorganization and does not discuss state,  local,
or  foreign  tax  consequences  or all of the tax  consequences  that  might  be
relevant to an individual shareholder of Golden Soil. Golden Soil has not sought
an opinion as to the tax  consequences of the  Reorganization,  however,  Golden
Soil  believes  that the  Reorganization  will  qualify for  federal  income tax
purposes as a tax free reorganization under Section 368(a)(1)(B) of the Internal
Revenue Code of 1986,  as amended (the  "Code").  As such,  Golden Soil will not
recognize  a gain  or loss as a  result  of the  Reorganization.  Nor  will  the
stockholders of Golden Soil recognize a gain or loss.  Golden Soil's  conclusion
is based on the determination that the Exchangeable  Shares issued in connection
with the  Reorganization  constitute  stock of Merilus  for  federal  income tax
purposes,  and that the shares of common stock of Golden Soil issuable  pursuant
to the terms and conditions of the Exchangeable  Shares will be deemed to have a
tax  basis  equal to their  fair  market  value at the time of  issuance.  These
conclusions  are based on the  federal  income  tax laws  currently  in  effect,
including  the  Internal  Revenue Code of 1986,  as amended,  final and proposed
Treasury  Regulations,  published  rulings and  administrative  practices of the
Internal Revenue Service and court decisions which are subject to change, and in
some cases not binding on the Internal  Revenue Service or the court. Any change
could alter the tax  consequences  to Golden Soil. No advance income tax rulings
have been sought from the  Internal  Revenue  Service with respect to any of the
transactions  contemplated under the Reorganization  Agreement.  If the Internal
Revenue  Service were to  successfully  challenge  Golden Soil's  determinations
described above,  Golden Soil may be required to recognize  taxable income in an
amount equal to the value of the  Exchangeable  Shares or shares of common stock
of Golden Soil issued on exchange of the Exchangeable  Shares  determined at the
time of issuance.

You Are Urged to Consult Your Own Tax Advisor as to Specific Tax Consequences to
You by the  Reorganization  Including Tax Return Reporting  Requirements and the
Applicability and Effect of Federal, State, Local, Foreign, and Other Applicable
Tax Laws.


                         INFORMATION CONCERNING MERILUS
                         ------------------------------

History of Merilus

The  business of Merilus was  established  in 1996 as entity to address the many
issues and risks involved in connecting  organization and/or enterprise networks
to the Internet. Traditional connection methods require high startup costs, high
monthly  recurring  costs and nil or limited  network  security.  Kevin Traas, a
co-founder of Merilus, designed a low-cost,  effective, and incredibly efficient
solution  using  commodity  software  and  solutions  readily  available  on the
Internet.

Messrs.  Kevin Traas and Dana Epp, the founders of Merilus,  formed a networking
business  based on the  basic  principles  of  utility,  reliability,  value and
security.   The  marketable   version  of  the  product  combined  the  original
custom-built  solution  and  a  graphical  administration  "shell"  to  minimize
complexity and add further features and benefits.

They formed a company called "NetMaster Networking  Solutions,  Inc."on November
4, 1997, a private British  Columbia  company.  During 1997 and 1998,  Netmaster
Networking Solutions, Inc. focused all its energy on the

                                       21

<PAGE>



development  of  its  flagship  product,  the  NetMaster  Internet  Connectivity
Solution (NICS) Server.  The original version of the NICS Server was released on
July 30,  1998.  The name of the  company  was  changed to  "Merilus  Networking
Solutions,  Inc." on  September  8, 2000 in  conjunction  with it's  refocus  on
network security. Merilus is derived from a latin word which means "a solid wall
between two open spaces".  Since that time Merilus has focused on developing its
line of secure  networking  products  including  Gateway  Guardian and FireCard.
Merilus is now focused on  establishing  its  worldwide  marketing and sales for
these products.

General Description of Business of Merilus

Merilus   designs,   develops  and  sells   products   which  provide  a  secure
communication solutions to organizations needing to connect computer networks at
multiple  locations  together and/or to the internet.  Merilus' core focus is in
using  the  linux  operating  system  to  create  these  solutions  to  maximize
stability,  usability, and scalability while, at the same time, minimizing costs
and administrative overhead.  Merilus utilizes open source software for its many
benefits. In particular, it provides Merilus with software updates, improvements
and support from multiple developmental communities.  Thus, Merilus can leverage
the open source community of developers to reduce development costs and decrease
the time to market for its new products and upgrades.

Merilus believes it is uniquely positioned to become a top-tier digital security
product  provider.  No other  company  has  embraced  the  security of the linux
operating  system like  Merilus and this wealth of  knowledge is one of Merilus'
key  strengths.  Management  of Merilus also  believes  that no  competitor  can
presently offer the same range of products and pricing. This combination creates
a difficult  "barrier to entry".  Merilus'  marketing strategy will increase the
barriers to entry for competition as Merilus  integrates its technology into the
product  offerings of the  networking  industry's  leading  companies.  Merilus'
initial target markets are the end users in small office/home  office (SoHo) and
small/medium enterprises (SMEs), branch office, telecommuters.

Merilus products can be stand-alone  and/or packaged together to complement each
other and bring a unique combination of features and services to the customer.

The Gateway Guardian product is a fully functional  Internet router and firewall
fitting within an 8 megabyte footprint,  excellent for embedded systems. Gateway
Guardian is Merilus' own linux  distribution.  Gateway Guardian has a Java-based
configuration tool that is used to build a floppy diskette which is then used to
turn  any  486DX or newer PC with a  network  card and a modem  (or two  network
cards) into a secure Internet router.  Simply boot off the floppy and everything
self-installs. Gateway Guardian is designed for Electronic Software Distribution
(ESD) and provides a natural upgrade path into other Merilus products.

The FireCard  embedded  firewall device is the optimal network security solution
for the server market,  and takes advantage of the Gateway Guardian  software in
an embedded system. The FireCard resolves the compromise  between price,  power,
performance and security,  and is the complete  solution for original  equipment
manufacturers  ("OEMs") in the server market and network  appliance  space. As a
first to market  product that provides  complete  firewall  security and virtual
private network ("VPN") functionality onto a PCI card, the FireCard combines the
strength and security of the Gateway  Guardian  linux  operating  system and the
power of an embedded hardware architecture. This combination enables any company
in the  server  market to add  "plug and  protect"  firewall  security  to their
products and eliminates the present need for server buyers to purchase expensive
third party firewall products.

Industry Overview

The Growth of Networks and the  Internet.  The Internet  has  experienced  rapid
growth and has  developed  into a  significant  tool for global  communications,
commerce  and  media,  enabling  millions  of  people to share  information  and
transact business electronically.  International Data Corporation estimates that
there  were more than 38  million  web users in the  United  States  and over 86
million worldwide at the end of 1997.  International  Data Corporation  projects
the  number of web users to  increase  to over 177  million  users in the United
States  and  502  million  worldwide  by the  end of  2003.  International  Data
Corporation  also  estimates  that the  number  of  customers  buying  goods and
services on the Internet will grow from  approximately  15 million  worldwide in
1997 to 182 million in 2003, with the value of electronic commerce  transactions
growing from $15 billion to over $1.3 trillion in the same period.

The growth in the Internet  provides  enterprises,  regardless of size, with new
revenue opportunities through global

                                       22

<PAGE>



distribution of products and services and with  significant  reductions of sales
and marketing costs through automation and instantaneous access.  Because of its
affordability,  global reach and  versatility,  the  Internet is a  particularly
powerful  and  necessary  tool for  enterprises.  Enterprises  are  increasingly
required to establish secure Internet access to facilitate and support strategic
business  objectives.  In a  marketplace  that  is  becoming  more  competitive,
enterprises are  increasingly  utilizing new business tools and initiatives such
as  remote  access,  e-commerce,   online  customer  service  and  supply  chain
management to gain competitive advantage.

Today's large  business  enterprise  is  characterized  by many branch  offices,
mobile workers,  and  telecommuters,  all of whom connect  electronically to the
corporate office and each other.  Because of the confidential nature of business
data, these connections must be secure.  Virtual private networks provide secure
Internet connections between the business enterprise and dispersed employees and
business   partners.   Communicating   using  virtual  private  networks  offers
significant cost savings over alternative  solutions such as private leased line
or frame relay networks. TeleChoice, a market researcher, estimates that virtual
private networks can cut telecommunication  costs by as much as 90% over private
leased  line  networks,  and for this  reason,  their  use is  expected  to grow
rapidly.  Infonetics Research projects worldwide expenditures on virtual private
networks  will grow by 100% per year  through  2001,  when they are  expected to
reach $11.9 billion.

The Need for Network/Internet  Security.  The increased importance of electronic
commerce  and  the  proliferation   and  growth  of  corporate   intranets  have
dramatically  increased  the  openness of computer  networks,  with the Internet
becoming  a  widely  accepted   platform  for  many   business-to-business   and
direct-to-consumer transactions. The accessibility and the relative anonymity of
users in open computing environments, however, make systems and the integrity of
information  stored on them increasingly  vulnerable to security  threats.  Open
systems  present  inviting  opportunities  for  computer  hackers,   curious  or
disgruntled  employees,  contractors  and  competitors  to compromise or destroy
sensitive  information  within the system or to disrupt  operations and Internet
access.  In addition,  open  computing  environments  are complex and  typically
involve a variety of hardware,  operating systems and applications supplied by a
variety of vendors,  making  these  networks  difficult  to manage,  monitor and
protect  from  unauthorized  access.  With the advent of "always  on"  broadband
Internet  connections  that  leave a user's  computer  much more  vulnerable  to
security  breaches  than  a  traditional  dial-up  connection,  even  SOHOs  and
telecommuters face security threats similar to those faced by larger enterprises
connected to the Internet.

The annual Computer Security Institute survey conducted in early 1999 highlights
the  potential  risks faced by  organizations  connected  to the  Internet.  The
Computer Security  Institute poll of 521 computer  security  specialists at U.S.
corporations,  government  agencies,  financial  institutions  and  universities
revealed that 62% of respondents  had experienced  security  breaches within the
past 12 months.  The damage  caused by a security  breach is often  difficult to
quantify and may include the loss of  irreplaceable  proprietary  information or
data,  damage to  business  reputation  or  undetected  theft or  alteration  of
information.  The 163 organizations in the Computer Security Institute poll that
were able to quantify losses reported an average total loss of over $650,000 per
organization.  Breached  computer  security has become such an extensive problem
that the U.S.  Federal  Bureau of  Investigation  has recently  established  the
National  Infrastructure  Protection  Center to  prevent  and  respond  to cyber
attacks on the nation's infrastructure.

The  Network/internet  Security  Challenge.  Internet  security  begins  with  a
firewall,  a security  component  of varying  complexity  designed  to provide a
barrier and control the flow of information between a company's internal network
and the Internet.  Firewalls,  however, are often difficult to install,  must be
configured  by  skilled  personnel  and,  to  maximize  effectiveness,  must  be
continually  monitored  and updated.  A  comprehensive  security  solution  also
typically integrates several other sophisticated  security  components,  such as
virtual private networking,  which secures encrypted  communications between two
points on the Internet,  and access control  mechanisms.  These components use a
complex  mixture of  technologies,  including  user  authentication,  passwords,
packet filters, proxies and encryption.

Because  enterprises  increasingly  depend  on the  Internet  for  external  and
internal  communications and for facilitating and conducting business, they need
comprehensive   Internet  security  solutions.   Traditional  Internet  security
solutions,  however,  are  generally  difficult  to  install  and  expensive  to
maintain.  Additionally,  the technological  complexity of traditional solutions
introduces a new set of risks--their  many interacting  components can easily be
misconfigured.  The Computer Security Institute poll revealed that more than 75%
of the  reported  successful  break-ins  took place  despite  the  presence of a
firewall.  Enterprises  therefore  face  increasing  pressure  to  hire  trained
security  personnel to ensure that traditional  security solutions are installed
and maintained  properly.  The scarcity of skilled network and Internet security
personnel,  however, makes the cost of hiring in-house personnel prohibitive for
many enterprises,

                                       23

<PAGE>



particularly  SMEs and SOHOs.  Because of the financial and technical  resources
necessary to implement,  maintain and update these complex  security  solutions,
they tend to be better suited for larger  enterprises  than for SMEs,  SOHOs and
individual telecommuters.

Traditional  security solutions are also expensive to maintain because they must
be updated continually to maximize effectiveness.  These security solutions tend
to be static,  while the dangers  against  which they must  protect are dynamic,
with  new  types  of   intrusion   schemes  and  other   security   threats  and
vulnerabilities  emerging  constantly.  The Computer  Emergency Response Team, a
federally  funded  research  and  development  center,  handled  8,268  security
incidents  in 1999,  an average of nearly one per hour and more than  double the
3,734 security incidents handled in 1998. Even if updates are available to allow
an enterprise's  security systems to respond to the changing security landscape,
the enterprise needs dedicated security experts to proactively identify,  obtain
and manually implement these updates quickly and correctly.

The Internet  Security Gap. The expense and complexity of  traditional  security
solutions  incorporating a firewall puts protection out of the reach of millions
of  enterprises  that do not  have  the  resources  to  adopt  these  solutions,
contributing  to a  security  gap.  Comprising  98%  of  U.S.  businesses,  SMEs
exemplify  this gap.  Despite the obvious and  compelling  reasons for  Internet
security, most SMEs on the Internet do not even have a firewall.

International Data Corporation  estimated that approximately 4.3 million SMEs in
the  United  States  would  be  connected  to the  Internet  by the end of 2001.
International  Data  Corporation  projected,   however,  that  from  1995,  when
International  Data  Corporation  reports that  firewalls  first  became  widely
available,  until the end of 1999, less than 450,000 firewalls would be shipped,
leaving  more than 3 million  SMEs  without a  firewall.  This  security  gap is
increasing,  with International  Data Corporation  projecting that in the United
States more than 1.1 million new SMEs will  connect to the  Internet in the year
2000,  but less than 260,000  firewalls  will be shipped during the same period.
Merilus  believe  that  the  security  gap for  SMEs  results  from the cost and
complexity   of   traditional   comprehensive   solutions,   combined  with  the
ineffectiveness of lower-end firewall solutions,  which lead many SMEs to choose
not to adopt any Internet  security  solution.  Moreover,  many enterprises that
have installed  security  systems  continue to experience  significant  security
breaches  because  their  systems are either  configured  improperly  or are not
timely or properly updated in response to the latest security threats. SOHOs and
telecommuters   that   adopt   "always-on"   broadband   Internet   connections,
particularly  those  accessing the corporate  resources of a larger  enterprise,
face a similar  security threat but may have more limited  resources to dedicate
to an Internet security solution.

International  Data Corporation  expects the worldwide firewall appliance market
to grow from $182.2 million in 1998 to $1.4 billion in 2003.  This translates to
a 51% CAGR  (compounded  annual growth  rate).  International  Data  Corporation
forecasts that the worldwide market for Internet security software will increase
from $3.9 billion in 1999 to $11.2 billion in 2004  representing a 23% CAGR. The
SME market represents 74% of this growth forecast.

The rise in the number of e-commerce firms, Internet service providers and small
businesses  has  helped to boost  the  market  for  server  appliances  as these
companies have had to bulk up on hardware. Market researcher Dataquest forecasts
2.9 million server  appliances  will be sold this year, 3.7 million in 2001, 5.1
million in 2002 and 7.3 million in 2003. Merrill Lynch  conservatively  predicts
server  appliance  sales will reach $16 billion in 2002.  Most of these  servers
need a level  of  digital  security,  which  Merilus  can  provide  through  its
products.

The Merilus Solution.

Merilus  solutions  have been  developed  to address the four basic  concerns of
enterprises wishing to connect internal networks to the Internet:

     o    the security risk of allowing  access to a local  network  through the
          Internet;

     o    the productivity losses amongst employees with access to the Internet;

     o    the high cost of Internet connectivity;

     o    the increase in network maintenance and administration.

Merilus  continues to focus on product  development to make Merilus's  solutions
easier to use through new features based on end-user feedback.

Merilus  solutions  are  targeted  to the SME  market  and  it's  sub  marketing
clusters.  These include SOPs (single office  professionals) and IDBNs (Internet
distributed business networks). Merilus provides solutions that provide secured

                                       24

<PAGE>



connectivity for central offices, branch offices, telecommuters and other remote
users.

The  Gateway  Guardian  solution is targeted  at  organizations  implementing  a
secured  shared-access  Internet  connection.  The  primary  reason for  Gateway
Guardian  within the product  offerings  is that it is intended as an  "upgrade"
into Merilus' other products and solutions that offer more features. Through the
Virtual Private  Networking module of Gateway  Guardian,  the product becomes an
ideal  solution for  companies  looking for simple and secure  connections  from
remote offices back into a central office network.

FireCard is a "box within a box" to provide  hardware  level  security  within a
server,  or the LAN to  which a server  is  connected.  Using  the  features  of
Merilus'  Gateway  Guardian  software,   FireCard  provides  firewalling,   VPN,
bandwidth  shaping,  accounting and live monitoring at a fraction of the cost of
existing security appliance firewalls. And it all fits neatly on a PCI card that
can be added to any server either entering the market or already existing inside
an enterprise or home.

Both Merilus products provide easy-to-implement network security.

Business Strategy

Merilus's goal is to become one of the leading providers of network and internet
security systems and services to enterprises worldwide. In order to achieve this
goal Merilus intends to:

         o        Focus on  Building  Strategic  and  Outsourcing  Partnerships.
                  Merilus is focused on building a marketing and sales  strategy
                  that takes full  advantage of strategic  relationships.  These
                  relationships  will  expand  Merilus'  technology,  solutions,
                  geographic  and channel reach by creating  complete  solutions
                  and powerful  economies of scale.  Merilus will also outsource
                  many  non-core  components  of its  business  plan  to  create
                  innovative solutions,  customer service and support, marketing
                  and sales, training and public relations;
         o        Form  Strategic  Alliances  and  Relationships.  Merilus  will
                  stimulate   its  market  share  growth  phase  and   long-term
                  profitability by developing and nurturing  strategic marketing
                  and technology  partnerships  within the industry.  Technology
                  partnerships   have  been  implemented  to  enhance  Merilus's
                  product   offering  and  position   within  the  market.   New
                  partnerships  will  take  a  variety  of  configurations  from
                  strategic  alliance to  outsourcing  partnership to partial or
                  complete merger and/or acquisition. Management views strategic
                  alliances  and  relationships  as integral  components  in the
                  build out of the Merilus business plan;
         o        Expand  Sales  and  Distribution.   Merilus  key  distribution
                  strategy  is to build an  indirect  sales  model  focusing  on
                  relationships with value added distributers ("VADs") and value
                  added   resellers   ("VARS"),   Internet/networking   solution
                  providers,  telecommunications  providers and other technology
                  partnership organizations. These relationships will be focused
                  on  targeting  key  customer  and end user  groups  within its
                  products'   target   market  and   providing  key  values  and
                  fulfillment; and
         o        Strengthen  the Merilus  Products  Brand Name.  Merilus  brand
                  strategy is focused on  relationship  building both online and
                  offline. In particular,  Merilus creates,  through its message
                  continuity,  an  identity  with which its market can  strongly
                  relate to.  Merilus is a business  that  concerns  itself with
                  ensuring  that the needs of its  customers are foremost in the
                  minds of all those who work at Merilus.  To this end, the name
                  Merilus  is  a  powerful  brand  that  instantly   creates  an
                  understanding  in  the  target  market  of  Merilus'  purpose,
                  products and services.  Merilus motto is 'When you connect, we
                  protect'.

Description of Products and Services

Merilus  offers  several  versions of the Gateway  Guardian  for the  networking
market and has  positioned  the base  version  for the mass  market with a clear
upgrade path into Merilus's more advanced versions.

Gateway Guardian.  Gateway Guardian is Merilus's  software solution for creating
firewall and virtual private networking.  Gateway Guardian utilizes a Java-based
configuration  tool. Java ensures that the installation is platform  independent
and  therefore  it will  support any  operating  system with an  installed  Java
Runtime Environment (i.e. Windows 95/98/NT,  Mac OS, linux, OS/2,  Solaris,  and
SCO UNIX).  Gateway Guardian contains an installation wizard that moves the user
through a series of prompts regarding the installed hardware components on

                                       25

<PAGE>



the system and how Gateway  Guardian  will connect to the Internet and configure
the firewall.

Once the installation  diskette has been created it can now be used to turn a PC
with a network card and a modem (or two network cards) into an Internet  router.
The user simply turns on the PC and the firewall is activated.  Gateway Guardian
is distributed with four configurations:

     o    Gateway  Guardian  PE -  personal  firewall  solution  -  free  sample
          version;

     o    Gateway Guardian PRO - SME network  firewall  solution without Virtual
          Private Networking (VPN);

     o    Gateway  Guardian  VPN - SME network  firewall  solution  with Virtual
          Private Networking (VPN); and

     o    Gateway  Guardian  Enterprise  Edition - full featured and scalable to
          the size of the organization.  The  configuration  with VPN support is
          intended  for  end-users  with  multiple  locations  that  need  to be
          connected and has a centralized  server which acts as a VPN Server for
          each  remote  office  running  Gateway  Guardian  with the VPN  client
          services.

FireCard.  FireCard is Merilus's  hardware based network  security  solution for
creating firewall and virtual private networking.

As a form factor PCI card,  the FireCard can integrate  directly into any server
supporting a PCI bus. This includes most x86 servers including, DELL, COMPAQ, HP
and IBM, as well as other  architecture  such as Apple's  G3/G4 line,  and Sun's
Sparc line of servers.  Because  FireCard only takes power from the bus, it does
not affect the  underlying  operating  system or hardware.  Moreover,  as a "box
within a box",  even if there are problems  with the server,  it does not affect
the  security of the  network.  As an example,  an NT server  failure  would NOT
affect the  FireCard  firewall,  which would  continue to secure the rest of the
network.

Since the FireCard is an independent  circuit with its own operating  system, it
does not  affect  the main  server  OS.  Acting as a  passthrough  card like the
original 3D accelerator cards, a simple crossover cable from the FireCard to the
server's  Ethernet  card provides a secure  backbone to the server.  By plugging
into a hub instead of the server's  Ethernet  card,  this same card can act as a
firewall  to an entire LAN if desired.  You no longer  need a separate  security
appliance... you can use a FireCard.

But the  FireCard  can do more than  that.  As an IPSEC  compliant  device,  the
FireCard can act as a virtual  private  network (VPN) bridge.  As such, a server
shipped with a FireCard by an OEM partner  would  immediately  be able to create
secure VPN tunnels across the Internet.  As well, this same device could interop
with other IPSEC devices from other vendors,  allowing for easy integration into
existing  network  topologies and  resources.  This will open up an entirely new
market with remote telecommuting  employees, as these same cards can be utilized
to connect  remote  employees  with cable modems or DSL  connections to the main
office where the server with the FireCard is located.

FireCard is available in two configurations:

     o    FireCard Enterprise:  central office solution with VPN server and full
          range of features

     o    FireCard SOHO: small office, branch office solution with VPN endpoint.
          In a  partnership  with  National  Semiconductor,  Merilus  has  taken
          advantage of their embedded Geode processor technology. Working with a
          market  dominant  semiconductor  designer  has given  Merilus a unique
          positioning  as a market  leader of new 'edge of  network'  peripheral
          devices. By designing the card to utilize reprogrammable flash memory,
          Merilus has made it easy to upgrade the technology without redesigning
          the  hardware.  Moreover,  this creates an upgrade path for  software,
          where new functionality can be added to existing customers with simple
          software upgrade packages.  This prevents obsolescence of the FireCard
          into the  future,  and allows  Merilus to rapidly  respond to security
          threats  and  customer  needs as they  arise.  FireCard is a low power
          consumption  unit  that  can  fit on a  single  PCI  card,  as well as
          industry  standard  networking  devices  such as routers and  cellular
          network  relays.  Non-traditional  applications  include  automobiles,
          military vehicular  communication systems and satellite systems with a
          modified power connection.



                                       26

<PAGE>



Description of Services

Once the products  have been  provided,  Merilus has the  opportunity  to create
secondary streams of revenue. Through Merilus's OEM partners and through its own
sales force  Merilus  can provide  multiple  forms of advanced  services.  These
advanced services include:

     o    Extended Firewall  Management.  The Gateway Guardian Suite of Firewall
          Management tools, offer clients more control over their local network.
          Including  control of use,  bandwidth and even  services  while taking
          advantage of the existing system already in place;

     o    Policy Based Internet Management.  Setting priorities on Internet use.
          Often  critical  applications  suffer  because  someone  is using  the
          Internet for non-critical  tasks,  such as downloading the latest copy
          of their  favorite MP3 or video game.  The Systems  Administrator  can
          easily guarantee priority to critical areas such as video conferencing
          or web servers in the event that there is a conflict.  Most  companies
          are unaware that this technology exists; and

     o    Virtual Private Networks. The customer can bore a "tunnel" through the
          Internet between two points.  Using this  technology,  two offices (or
          more) can  communicate  with each  other  using data  transfer,  video
          conferencing,  or voice in ABSOLUTE  privacy.  The special  encryption
          algorithms  make certain that no one can 'hack' in.  Merilus  products
          can  integrate a solution  with  standards  based IPSEC VPN devices on
          remote ends.

Service  Fulfillment.  Merilus has a quality  customer  service strategy that is
designed  to  support  the  customer   through   each  step  of  the   purchase,
installation,  maintenance and support  processes.  Merilus is in the technology
solutions industry and therefore requires  geographic  presence within Merilus's
target markets.

Merilus will outsource technical support in the early stages of its market share
growth phase.  This will reduce  pressure on Merilus's  human resources and keep
the emphasis on  developing  solutions  and  marketing  and sales.  The targeted
support partners can also take the role of a VAR and installation partner within
multiple markets in both North America and Internationally.

Sales and Marketing and Distribution

Merilus' key distribution  strategy is to build an indirect sales model focusing
on  relationships  with VADs and VARs.  These  relationships  will be focused on
targeting key customer and end user groups  within its  products'  target market
and providing key values and fulfillment.

Currently  Merilus is distributing  product directly to VARs with plans to shift
focus to supporting channel partners.  Merilus is currently negotiating with key
North   American  and  regional   distributors.   Merilus  is   developing   OEM
relationships   for  both  hardware  and  software   bundling  with  key  server
manufacturers. OEM partners will then be routed through VADs.

Merilus will provide five levels of end user  fulfillment.  Merilus is currently
marketing  their  products  directly  to VARs.  As the  indirect  sales model is
developed there will be more reliance on distributors to provide fufillment.

        o         Merilus  to VAR
        o         Merilus to VAD
        o         VAD to VAR
        o         Merilus to OEM
        o         OEM to VAD

Merilus  has also posted its  for-sale  software  products  to popular  Internet
Software Download and Purchase sites including:

         o         www.software.netwww.buydirect.com
         o         www.linuxcentral.com

Target Markets

Merilus software and hardware solutions are not geographically  specific and can
be utilized in any market. The

                                       27

<PAGE>



configuration  software tool can be localized to the  worldwide  market by being
translated to a multitude of languages.  Merilus will  concurrently  develop the
North  America,  Asia and  European  markets.  Merilus'  goal is to enable users
worldwide  with secure  network  access and will  address  all markets  within a
reasonable period of time.

Customer Relationship Management

Merilus  believes that the customer  creates its products and  solutions,  which
forces Merilus to focus on providing  solutions that the market place is looking
for and not solutions that Merilus deems the market needs.

Merilus  links  all  data  from   Merilus'   administrative,   R&D,   marketing,
distribution,  sales, beta, and customer support programs that focus on building
strong  relationships  with a growing  community  of loyal  customers.  Merilus'
objective is to  consistently  deliver high quality  product  offerings based on
leading edge technology, ample product documentation,  training, tutorials and a
proficient  support  operation that uses suitable  problem  solving  techniques.
Merilus has a responsibility to continually  increase customer  satisfaction and
brand loyalty by empowering  the customers to help  themselves.  This is done by
giving the customer easy access to the products and then helping the customer to
get the most out of the product in the  shortest  period of time  (minimize  the
learning curve). Merilus provides the following customer support:

         o        Designing  Clear  Product  Manuals,  Getting  Started  Guides,
                  Tutorials & On-line  Help:  Merilus  designs clear and concise
                  software  user  manuals,  tutorials  and on-line  help.  These
                  product user manuals are tested in the field to find out where
                  they can be improved.  By selling products with clear, concise
                  documentation and on-line help,  Merilus can reduce the number
                  of technical support calls and reduce deferred product costs.
         o        Electronic On-line Support - High Value, Low Cost: Merilus has
                  firmly  established its on-line presence on the World Wide Web
                  of the Internet through its Merilus Web site. Merilus has made
                  electronic  support  extremely  accessible  to  users  through
                  registration,  beta and tech  support  forums  that  deal with
                  specific issues such as frequently  asked questions  (FAQs) on
                  Merilus  product  offerings.  Merilus will continue to advance
                  Merilus' online resources for customer support.
         o        Telephone and Live  Support:  This form of support is the most
                  costly to provide,  however,  Merilus' support staff will walk
                  customers  through  problems when all other methods of support
                  have been exhausted. Generally, the problem is solved within a
                  few minutes of the customer  calling in to its support  staff.
                  To minimize this form of support,  Merilus continually refines
                  its  online  support  to  provide  the  most   up-to-date  and
                  effective technical support information.
         o        Product  Reviewer  Support:  Merilus  has  firmly  established
                  reviewer  support  materials and  documentation  which answers
                  frequently asked  questions,  makes  competitive  comparisons,
                  provides  product  examples,  and  utilizes  graphic and media
                  support  material to assure  that  Merilus  receives  the most
                  positive media coverage possible for Merilus'  products.  This
                  form of  support  is vital in  Merilus'  quest to obtain  fair
                  product reviews versus the product offerings of competitors in
                  this fast paced market segment.
         o        Product Support Through OEM's and VARs: When Merilus  licenses
                  its products to OEM's and  distributes  its  products  through
                  VARs, extensive support material and documentation is provided
                  to assist the third party in supporting the customer to reduce
                  Merilus' overall support costs.
         o        Product  Support   through   Feedback   Forums:   Merilus  has
                  implemented  the hardware and software to effectively  support
                  online Forums where  customers  can share product  information
                  with each other. This form of support function serves to build
                  a community around Merilus and creates brand loyalty.

Merilus  provides  direct  customer  support to ensure that the customer has the
right services at the right time, and  individual  attention.  Rather than build
out this support  infrastructure,  Merilus  partners  with  companies  that have
support  infrastructure  in  place.  Merilus  takes  advantage  of the  partners
customer support network and services to provide the best overall experience for
Merilus customers.

Where  support  partners  are  not  available,  Merilus  will  utilize  existing
distributors  and VAR with  internal  support  capability.  Merilus  focuses  on
training and adherence to standards.  Merilus is presently developing a training
syllabus with Standard Operating Procedures.

Research and Development


                                       28

<PAGE>



Merilus' future success will depend on its focus of its research and development
efforts on enhancing its existing products, developing new products based on its
innovative distributed appliance architecture and developing services.  Merilus'
core focus is in using the linux  operating  system to create these solutions to
maximize  stability,  usability,  and  scalability  while,  at  the  same  time,
minimizing  costs and  administrative  overhead.  Merilus  utilizes  open source
software for its many benefits. In particular, it provides Merilus with software
updates, improvements and support from multiple developmental communities. Thus,
Merilus  can  leverage  the  open  source  community  of  developers  to  reduce
development  costs and  decrease  the time to market  for its new  products  and
upgrades.

Competition

The market for Internet security products is world-wide and highly  competitive,
and Merilus  expects  competition  to  intensify  in the  future.  There are few
substantial  barriers  to  entry,  and  additional   competition  from  existing
competitors  and new market  entrants  will  occur in the  future.  Current  and
potential  competitors in Merilus' markets  include,  but are not limited to the
following,  all of whom sell  world-wide or have a presence in most of the major
markets for such products:

     o    enterprise  firewall software vendors such as Check Point Software and
          Axent  Technologies;

     o    network  equipment   manufacturers  such  as  Cisco  Systems,   Lucent
          Technologies, Nortel Networks, 3COM and Nokia;

     o    computer or network component manufacturers such as Intel Corporation;

     o    operating  system  software  vendors  such as  Microsoft  Corporation,
          Novell and Sun Microsystems;

     o    security appliance suppliers such as WatchGuard Technologies, Inc. and
          SonicWall, Inc.; and

     o    low cost Internet router  suppliers which may include limited Internet
          security functionality.

In the market for Internet security solutions,  Merilus competes on the basis of
technological  expertise  and  functionality,  breadth  of service  and  product
features, ease of installation and management, updatability,  scalability, brand
recognition,  price and  customer  support.  Many of its  current  or  potential
competitors have longer operating  histories,  greater name recognition,  larger
customer bases and significantly  greater  financial,  technical,  marketing and
other resources than Merilus does.  Nothing  prevents or hinders these actual or
potential  competitors  from entering  Merilus'  target  markets at any time. In
addition,  Merilus'  competitors may bundle products competitive to Merilus with
other  products that they may sell to Merilus'  current or potential  customers.
These  customers  may accept  these  bundled  products  rather  than  separately
purchasing its products. If these companies were to use their greater financial,
technical  and marketing  resources in its target  markets,  it could  adversely
affect Merilus' business.

Government Regulation

Export  restrictions  on  encryption   technology  above  64  bits  are  tightly
controlled  through the provisions of the Wassenaar  Arrangement.  The Wassenaar
Arrangement is a 33 country  agreement  including  Canada and the United States,
signed  December  3, 1998.  The  Wassenaar  Arrangement  controls  the export of
encryption  technology to any destination  outside of continental North America.
This  arrangement  requires  exporters  of  encryption  technology  to  make  an
application  prior to exportation.  Applications  for export under the agreement
are  evaluated on a case by case basis and  considerable  evaluation  is done by
both countries involved in the export review. The application process slows down
the selling cycle and flow of trade of Merilus' products by requiring compliance
with the terms of the Wassenaar Arrangement.

Proprietary Rights

Merilus does not possess any patents or trademarks at this time.  Merilus relies
on a combination  of  trademark,  copyright and trade secret laws to protect its
proprietary rights. On September 8, 2000, Merilus applied to trademark the names
Merilus and  FireCard  in Canada.  A similar  application  has been filed in the
United  States.  None of these  trademarks  are  considered  significant  in the
protection of Merilus' technology.  Merilus is in the process of implementing an
employee  confidential  information  and  non-competition  agreement  which will
provide additional protection to Merilus' technology. In addition,  Merilus owns
the Internet domain names of Merilus.  Merilus's products,  trademark, and other
proprietary rights do not infringe on the proprietary rights of third parties.


                                       29

<PAGE>



Employees

As of November  27,  2000,  Merilus had twenty (20) full time  employees  and no
part-time  employee.  Golden Soil  anticipates  that the development of Merilus'
business  will  require  the hiring of  additional  employees.  None of Merilus'
current employees are covered by any collective bargaining agreement and Merilus
has never experienced a work stoppage.  Merilus considers its employee relations
to be good. Merilus believes its future success will depend in large part on its
continuing ability to attract, train and retain highly skilled technical, sales,
marketing and customer support personnel.

Facilities

The corporate  headquarters  of Merilus is located in a 8,075 square foot ("sf")
facility at #307,  46165 Yale Road,  Chilliwack,  British Columbia V2R 3C7. This
facility  is subject  to a three  year  lease at a step rent which is  currently
$7,037.34  per to increase  $7,358.01 on March 1, 2001,  to further  increase to
$7678.67  on June 1, 2001.  The lease  expires on  November  30, 2003 and may be
renewed for an additional term of three years.

Selected Financial Data

The following  selected  financial  data is obtained from the audited  financial
statements  of Merilus,  as of  September  30,  2000,  1999 and 1998,  which are
included elsewhere in Exhibit 99.2 to this Information  Statement.  The selected
financial data should be read in conjunction with  "Management's  Discussion and
Analysis of Financial  Condition  and Results of  Operations"  and the Financial
Statements  and attached  financial  notes.  Audited  financial  statements  for
Merilus  are  expected  to be  ready  for  filing  at the  time of  Closing  the
Reorganization Agreement.
<TABLE>
<CAPTION>


                                                         Merilus for Year Ended

                                                 09/30/00       09/30/99       09/30/98
                                                 --------       --------       --------
<S>                                            <C>            <C>            <C>
Revenue                                        $   409,821    $   164,816    $    14,780
Operating Expenses                             $   835,073    $   104,347    $    41,995
Cost of Goods Sold                             $   101,327    $    33,757    $     6,829
      Gross Profit (Loss) before the          ($   526,579)   $    26,712   ($    34,044)
                undernoted
Amortization and Management Salaries          ($   235,507)  ($    58,589)  ($    40,491)
Total Loss                                    ($   762,086)  ($    31,877)  ($    74,535)
Total Assets                                   $   272,931    $    25,655              0
Total Current Liabilities                      $ 1,131,868    $   122,506              0
</TABLE>


Management  Discussion  and  Analysis  of  Financial  Condition  and  Results of
Operations

Results of  Operations.  Planned  principal  operations of Merilus  commenced in
1996, however, to this date Merilus has received limited revenues. In June 1975,
the  Financial  Accounting  Standards  Board,  in its Statement No. 7, set forth
guidelines  for  identifying  an  enterprise  in the  development  stage and the
standards  of  financial   accounting  and  reporting   applicable  to  such  an
enterprise.  In the opinion of Golden Soil,  Merilus and its activities from its
inception  through  September  30, 2000 fall within the  referenced  guidelines.
Accordingly,  Golden Soil has reported  Merilus's  activities in accordance with
the aforesaid Statement of Financial Accounting Standards No. 7.

During the years ended September 30, 2000 and 1999 and 1998, Merilus sustained a
net loss of  approximately  $ 762,086,  $ 31,877,  and $ 74,535 ,  respectively.
These losses are expected to continue for a presently  undetermined time. Golden
Soil's  losses in 1999,  independent  of  Merilus,  were  minimal due to lack of
business operations.


                                      30

<PAGE>



Sales and  Revenues.  Merilus  has  derived  (or  intends  to  derive)  revenues
generally  from sale of the  products  described  herein.  In order to  increase
revenue Merilus is currently in discussion to enter into distribution agreements
with a variety  of  companies  who have  established  distribution  into  target
markets.  Merilus  intends to establish a sales and marketing  organization  and
attempt to develop strategic partner  relationships  with national companies and
expand  advertising and promotion.  No assurances can be given that Merilus will
be successful in these efforts.

Liquidity  and Capital  Resources.  As of September  30,  2000,  Merilus had net
stockholders'  deficit of $ 858,937,  accumulated  losses during the development
stage of $ 868,498 and a working capital  deficit of $ 825,196.  There can be no
assurance  that Merilus  will be able to continue as a going  concern or achieve
material revenues or profitable operations. Merilus is dependent on the proceeds
of the Private Placement(s) and sufficient cash flow from operations to meet its
short-term  and  long-term  liquidity  needs.  Merilus  may  require  additional
financing beyond the proceeds  received in the Private  Placements  depending on
the  number of  securities  sold in the  Private  Placements  and the  amount of
revenue derived from operations.  In this event, no assurances can be given that
such financing will be available in the amount  required or, if available,  that
it can be on terms satisfactory to Merilus.

The  maximum  proceeds  of the  Private  Placements  are  intended to be used to
provide Merilus with the necessary capital to maintain and expand its operations
for a period of 12 months when Merilus expects to achieve  significant cash flow
from operations, although no assurances can be given in this regard.

Year 2000  Update.  Even though the date is now past January 1, 2000 and Merilus
has not  experienced  any  adverse  impact  on  Merilus's  operations  from  the
transition to the Year 2000,  Merilus  cannot  provide  complete  assurance that
Merilus's operations have not been affected in a manner that is not yet apparent
or that will arise in the future. In addition,  computer programs that were date
sensitive to the Year 2000 may not have been programmed to process the Year 2000
as a leap year,  and any negative  consequential  effects remain  unknown.  As a
result,  Merilus will continue to monitor Merilus's Year 2000 compliance and the
Year 2000 compliance of Merilus's agents.  However,  Merilus anticipates no Year
2000 problems that are  reasonably  likely to have a material  adverse effect on
Merilus's operations.

Risks Related to the Business of Merilus

The  following is a summary of some of the risk factors which may have an impact
on the Merilus's business efforts:

Merilus has a limited operating history in a new and rapidly changing industry.

Merilus Has Not Been  Profitable and Expects Future Losses Which Would Result in
a Decline in Golden Soil's Common Stock and a Loss of Your  Investment.  Merilus
incurred  net  losses of  approximately  $ 762,086  for its  fiscal  year  ended
September 30, 2000.  Merilus has not achieved  profitability in any quarterly or
annual  period since  inception  and expects to continue to incur net losses for
the  foreseeable  future.  Merilus  cannot be certain  that it will ever  obtain
sufficient  revenues  to achieve  profitability.  Even if Merilus  does  achieve
profitability,   it  cannot  be  certain   that  it  can   sustain  or  increase
profitability on a quarterly or annual basis in the future. Merilus expects that
costs and  expenses  will  continue to increase in future  periods,  which could
negatively affect future operating results.

Because Many Potential  Customers Are Unaware of the Need for Internet  Security
or May  Perceive it as Costly and  Difficult  to  Implement,  Our  Products  and
Services May Not Achieve Market Acceptance. Golden Soil and Merilus believe that
many potential  customers,  particularly SMEs, SOHOs and telecommuters,  are not
fully  aware  of  the  need  for  Internet   security   products  and  services.
Historically,  only enterprises having  substantial  resources have developed or
purchased Internet security solutions. Also, there is a perception that Internet
security is costly and difficult to implement.  Merilus will not succeed  unless
it can educate its market  about the need for  Internet  security  and  convince
potential  customers of its ability to provide this security in a cost-effective
and administratively  feasible manner. Although we have spent, and will continue
to spend,  considerable  resources  educating potential customers about the need
for Internet security and the benefits of its products and services, its efforts
may be unsuccessful.

Merilus  May Be Unable to Manage Its  Growth,  and If  Merilus  Cannot Do So, it
Could Have a Material  Adverse  Effect on Our  Business.  Merilus'  business has
grown  rapidly in the last year and  management  expects  that  Golden  Soil and
Merilus  will  continue  to  expand  in terms of  employees,  manufacturing  and
shipping  requirements,  product lines, our customer base and end user installed
base.  This rapid  expansion is expected to place a significant  strain Merilus'
administrative,   operational  and  financial   resources  and  will  result  in
ever-increasing responsibilities

                                       31

<PAGE>



for Merilus' management personnel. These changes will increase the complexity of
managing   Merilus  and  Golden  Soil.  If  Merilus  cannot  manage  its  growth
effectively, Merilus' business prospects will be materially adversely affected.


If Merilus' Third-party  Resellers and Distributors Fail to Perform, Our Ability
to Sell Our Products and Services  Will Be Limited.  We intend to sell  Merilus'
products to end users through  distributors,  resellers  and original  equipment
manufacturers.  Merilus'  success  depends in large  part on their  performance.
These  customers are not obligated to purchase or market  Merilus'  products and
can stop doing so at any time, and have no exclusive  arrangements with Merilus,
and are not obligated to renew their agreements with Merilus. Merilus' resellers
and  distributors  have the  ability  to sell  products  and  services  that are
competitive with Merilus, to devote more resources to those competitive products
or to cease selling Merilus' products and services altogether.

Average  Selling Prices of Merilus  Products May Decrease,  Which May Reduce Our
Gross Margins. The average selling prices for Merilus' products may decline as a
result of competitive pricing pressures,  promotional programs and customers who
negotiate price reductions in exchange for longer term purchase commitments. The
pricing of  products  depends on the  specific  features  and  functions  of the
products,  purchase volumes and the level of sales and service  support.  We and
Merilus  expect  competition to increase in the future.  As Merilus  experiences
pricing pressure,  Merilus anticipates that the average selling prices and gross
margins for its products will decrease over product life cycles.  Merilus cannot
assure you that it will be successful in developing and  introducing on a timely
basis  new  products  with  enhanced  features,   or  that  these  products,  if
introduced, will enable Merilus to maintain its average selling prices and gross
margins at current market levels.

If Merilus Is Unable to Compete  Successfully in the Highly  Competitive  Market
for Internet Security Products and Services,  Its Business Will Fail. The market
for  Internet  security   products  is  intensely   competitive  and  we  expect
competition to intensify in the future. An increase in competitive  pressures in
this market or  Merilus'  failure to compete  effectively  may result in pricing
reductions,  reduced  gross  margins and loss of market  share.  Currently,  the
dominant  competitors  in this  industry are Cisco  Systems,  Inc.,  Check Point
Software  Technologies Ltd. and Nokia  Corporation.  Other current and potential
competitors  include  hardware,  software and operating  system  vendors such as
Axent Technologies,  Inc., Lucent  Technologies,  Inc.,  Microsoft  Corporation,
Network  Associates,  Inc., Novell,  Inc., Sun Microsystems Inc. and a number of
smaller  companies.  Many of these competitors have longer operating  histories,
greater  name  recognition,  larger  customer  bases and  significantly  greater
financial,  technical,  marketing  and other  resources  than Merilus  does.  In
addition,  Merilus'  current and potential  competitors  have established or may
establish cooperative  relationships among themselves or with third parties that
may further enhance their resources, such as the partnership between Check Point
and  Nokia.  As a  result,  they  may be  able  to  adapt  more  quickly  to new
technologies  and customer needs,  devote greater  resources to the promotion or
sale of their  products and services,  initiate or withstand  substantial  price
competition,  take advantage of acquisition or other  opportunities more readily
or develop and expand  their  product and service  offerings  more  quickly.  In
addition, Merilus' competitors may bundle products competitive with Merilus with
other  products that they may sell to Merilus'  current or potential  customers.
These  customers  may accept  these  bundled  products  rather  than  separately
purchasing Merilus' products.

Rapid  Changes in  Technology  and  Industry  Standards  Could  Render  Merilus'
Products and  Services  Unmarketable  or Obsolete,  and Merilus May Be Unable to
Introduce New Products and Services Timely and Successfully. To succeed, Merilus
must  continually   change  and  improve  its  products  in  response  to  rapid
technological developments and changes in operating systems, Internet access and
communications, application and networking software, computer and communications
hardware, programming tools, computer language technology and hacker techniques.
Merilus may be unable to successfully  and timely develop these new products and
services or achieve and maintain  market  acceptance.  The  development  of new,
technologically  advanced  products  and  services  is a complex  and  uncertain
process  requiring great innovation and the ability to anticipate  technological
and market trends.  Because network and Internet security technology is complex,
it can require long development and testing periods.  Releasing new products and
services prematurely may result in quality problems, and releasing them late may
result in loss of  customer  confidence  and market  share.  When  Merilus  does
introduce new or enhanced products and services, Merilus may be unable to manage
the transition  from the older  products and services to minimize  disruption in
customer ordering  patterns,  avoid excessive  inventories of older products and
deliver enough new products and services to meet customer demand.

Merilus May Be Required to Defend Lawsuits or Pay Damages in Connection with the
Alleged or Actual Failure of Merilus'  Products and Services.  Because  Merilus'
products and services provide and monitor network and Internet  security and may
protect  valuable  information,  Merilus may face claims for product  liability,
tort or breach of warranty  relating to its  products and  services.  Anyone who
circumvents  Merilus'  security measures could  misappropriate  the confidential
information or other property of end-users using Merilus'  products and services
or interrupt  their  operations.  If that  happens  affected  end-users  may sue
Merilus. In addition, Merilus may face liability

                                       32

<PAGE>



for  breaches  caused by faulty  installation  of its  products by  resellers or
end-users.  Although  Merilus  will  attempt to reduce  the risk of losses  from
claims through contractual warranty disclaimers and liability limitations, these
provisions  may  be  unenforceable.   Some  courts,  for  example,   have  found
contractual  limitations  of  liability  in  standard  software  licenses  to be
unenforceable  because  the  licensee  does not  sign  them.  Defending  a suit,
regardless of its merit, could be costly and could divert management  attention.
Although Merilus currently maintain business liability insurance,  this coverage
may be inadequate or may be unavailable in the future on acceptable terms, if at
all.

A Breach of Security  Could Harm Public  Perception  of  Merilus'  Products  and
Services.  Merilus will not succeed unless the marketplace is confident that its
provides  effective  Internet security  protection.  Even networks  protected by
Merilus'  software  products  may be  vulnerable  to  electronic  break-ins  and
computer  viruses.  If an actual or perceived breach of Internet security occurs
in an end-user's  systems,  regardless of whether the breach is  attributable to
Merilus, the market perception of the efficacy of Merilus' products and services
could be  harmed.  This  could  cause  Merilus  to lose  current  and  potential
customers or cause it to lose  potential  resellers,  distributors  and original
equipment manufacturer partners. Because the techniques used by computer hackers
to  access  or  sabotage  networks  change  frequently  and  generally  are  not
recognized until launched against a target,  Merilus may be unable to anticipate
these techniques.

If Merilus  is Unable to  Prevent  Attacks  on Its  Internal  Network  System by
Computer  Hackers,  Public  Perception of Merilus' Products and Services Will Be
Harmed.  Because Merilus  provides  network and Internet  security,  Merilus may
become a target of attacks by computer hackers.  If attacks on Merilus' internal
network  system are  successful,  public  perception  of Merilus'  products  and
services will be harmed.

Governmental  Controls over the Export or Import of Encryption  Technology Could
Cause Merilus to Lose Sales. Any additional  governmental  regulation of imports
or exports  or failure to obtain  required  export  approval  of our  encryption
technologies  could adversely affect Merilus'  international and domestic sales.
The United States and various foreign governments have imposed controls,  export
license   requirements  and  restrictions  on  the  import  or  export  of  some
technologies,  especially encryption technology.  In addition, from time to time
governmental   agencies  have  proposed  additional   regulation  of  encryption
technology,  such as requiring the escrow and  governmental  recovery of private
encryption keys.  Additional  regulation of encryption technology could delay or
prevent the  acceptance and use of encryption  products and public  networks for
secure  communications.  This,  in turn,  could result in  decreased  demand for
Merilus' products and services.

In addition,  some foreign competitors are subject to less stringent controls on
exporting  their  encryption  technologies.  As a  result,  they  may be able to
compete more effectively than Merilus can in the North America and international
Internet security markets.

Merilus  Business  Success  Depends on Its  Ability to Protect  and  Enforce Its
Intellectual   Property   Rights.   Despite  Merilus'  efforts  to  protect  its
proprietary rights,  unauthorized  parties may misappropriate or infringe on its
trade secrets,  copyrights,  trademarks,  service marks and similar  proprietary
rights. Merilus faces additional risk when conducting business in countries that
have poorly developed or inadequately enforced intellectual property laws. While
Merilus is unable to  determine  the extent to which  piracy of its software and
other  products  exists,  Merilus  expects  piracy to be a  continuing  concern,
particularly in international  markets and as a result of the growing use of the
Internet.  In any  event,  competitors  may  independently  develop  similar  or
superior technologies or duplicate the technologies Merilus has developed, which
could substantially limit the value of its intellectual property.

Intellectual  Property Claims Against Merilus Can Be Costly and Could Impair Its
Business.  Other parties may assert  infringement or unfair  competition  claims
against  Merilus.  Golden Soil and Merilus cannot predict  whether third parties
will  assert  claims of  infringement  against  Merilus,  or whether any past or
future assertions or prosecutions  will harm its business.  If Merilus is forced
to defend against any such claims, whether they are with or without merit or are
determined  in favor of  Merilus,  then  Merilus  may  face  costly  litigation,
diversion of technical and management personnel,  or product shipment delays. As
a  result  of  such a  dispute,  Merilus  may  have  to  develop  non-infringing
technology  or enter  into  royalty or  licensing  agreements.  Such  royalty or
licensing  agreements,  if required,  may be unavailable on terms  acceptable to
Merilus,  or at all.  If there is a  successful  claim of  product  infringement
against Merilus and it is unable to develop non-infringing technology or license
the infringed or similar  technology on a timely basis, it could have a material
adverse  effect  on  Merilus'  business,  financial  condition  and  results  of
operations.


                                       33

<PAGE>



Merilus Could Be Required to Cut Back or Stop its  Operations If it Is Unable to
Obtain Needed Funding.  Merilus will need to raise additional capital to run its
business,   repay  indebtedness   incurred  in  connection  with  upgrading  its
operations,  fund anticipated  expansions and meet pre-existing cash obligations
through the end of the 2001.  Should Merilus be  unsuccessful  in its efforts to
raise capital,  it will be required to curtail its expansion  plans or it may be
required to cut back or stop operations.  There can be no assurance that Merilus
will raise  additional  capital or generate funds from operations  sufficient to
meet its obligations and planned requirements.

The Loss of Key  Personnel  Could Weaken  Merilus's  Technical  and  Operational
Expertise,  Delay Entry into New  Markets and Lower the Quality of its  Service.
Merilus's success depends on the continued efforts of its senior management team
and its technical,  marketing and sales personnel. Merilus also believes that to
be successful it must hire and retain highly  qualified  engineering  personnel.
Competition in the recruitment of highly qualified personnel is intense.  Hiring
employees with the skills and attributes  required to carry out its strategy can
be time consuming.  Merilus may not be able to retain or successfully  integrate
existing  personnel  or identify and hire  additional  qualified  personnel.  If
Merilus loses the services of key  personnel or is unable to attract  additional
qualified  personnel,  its business could be materially and adversely  affected.
Merilus has key-man life insurance for Messrs. Dana Epp and Kevin Traas.

Forward-looking Statements

Certain statements included in this Information  Statement regarding Golden Soil
and  Merilus  which are not  historical  facts are  forward-looking  statements,
including  the  information   provided  with  respect  to  the  future  business
operations  and  anticipated  agreements and projects of Golden Soil and Merilus
after the Reorganization.  These forward-looking statements are based on current
expectations,  estimates,  assumptions and beliefs of management; and words such
as "expects,"  "anticipates,"  "intends," "plans,"  "believes,"  "estimates" and
similar  expressions are intended to identify such  forward-looking  statements.
These forward-looking statements involve risks and uncertainties, including, but
not limited to, the success of Merilus's sales strategies,  market acceptance of
Merilus's products and services, Merilus's ability to obtain a larger number and
size of contracts,  the timing of contract awards, work performance and customer
response,  the impact of  competitive  products and pricing,  and  technological
developments by Merilus's  competitors.  Accordingly,  actual results may differ
materially from those expressed in the forward-looking statements.


                              ELECTION OF DIRECTORS

Because the current  officers of Golden Soil will resign  their  positions  with
Golden Soil at the closing of the Reorganization and the nine new directors will
be elected by the stockholders  pursuant to this Information  Statement,  all of
the information set forth in this Section  regarding the "Election of Directors"
pertains to those  executives of Merilus who will become  directors and officers
of Golden Soil on the closing of the Reorganization.  Information  regarding the
current  officer and director of Golden Soil is set forth in Golden  Soil's Form
8-K current



                            [CONTINUED ON NEXT PAGE]

                                       34

<PAGE>



report dated  September 6, 2000 and amended  September  29, 2000 which was filed
with the Securities and Exchange Commission.

Information Concerning Nominees

The  following  nominees  of Merilus  and Mr.  Gushlak  are  expected  to become
executive  officers  and  directors  of  Golden  Soil  at  the  closing  of  the
Reorganization.


Name                    Age    Expected Position with Company
----                    ---    ------------------------------
Dana Epp                27     Director, President and Chief Executive Officer
Kevin Traas             31     Director, Secretary and Chief Information Officer
Ross Mrazek             32     Director, Vice President International Sales
Bruce Davies            38     Director, General Legal Counsel
John Paul DeJoria       56     Director
Gerald C. Allen         56     Director
Gene Hoffman, Jr.       25     Director
Aaron Fleck             76     Director
Myron Gushlak           31     Director

The following describes the principal occupation of each officer and director of
Golden Soil for the previous five years:

Mr. John Paul DeJoria is the Chairman,  Chief  Executive  Officer and one of the
two founders of John Paul Mitchell Systems a privately owned  professional  hair
care company  with retail  sales  exceeding  $600  million  annually.  John Paul
Mitchell Systems markets more than 90 products in 45 different countries through
approximately  110,000 hair salons.  Mr. DeJoria gives of his time and financial
backing to a number of philanthropic  causes.  He also has served as a member of
the Board of  Directors  of the American  Beauty  Association,  and is a current
member of the Board of Directors of Solar Electric Fund, the Council of Advisors
of Global Green USA, and is the Honorary Secretary of the State of Louisiana.

Mr. Gerald C. Allen has been involved in the ownership and management of various
enterprises  in the oil and gas sector during the last twenty  years.  He is the
founder and  Chairman of JA  Geophysical  Company and NRG  Resources  Ltd. He is
currently  chairman and a major shareholder of Industrial  Services,  Inc. which
owns MQS Inspection,  Inc. and Copperheat, Inc. Cooperheat is one of the largest
providers of onsite specialty  heating products and services  providing value to
the oil and gas production and processing  industries.  MQS Inspections has been
the recognized leader in quality services to U.S. industry for over 65 years. It
offers a complete range of Nondestructive  Examination (NDE) services--including
Ultrasonics,  X-ray,  Eddy  Current,  Magnetic  Particle,  Liquid  Penetrant and
Visual--from one-time inspections to comprehensive quality-control programs. Mr.
Allen has served on various civic boards and has served as a member of the Board
of Directors of two banks one State and one National Bank.

Mr.  Gene  Hoffman,  Jr.,  is a  co-founder  of  Emusic.com,  Inc.,and  has been
President,  Chief  Executive  Officer,  and a Director with Emusic since January
1998. Emusic.com,  Inc. is one of the leading providers of downloadable music on
the Internet.  From November 1996 to December  1997, Mr. Hoffman was Director of
Business  Development  92 and Director of  Interactive  Marketing of Pretty Good
Privacy.  From  October  1995 to November  1996,  he was  founder,  director and
Executive Vice President of PrivNet, Inc., an Internet privacy software company.
From August 1993 to October 1995, Mr. Hoffman was a student at the University of
North Carolina, Chapel Hill.

Mr.  Aaron Fleck is a registered  investment  advisor and owner of Aaron Fleck &
Associates  LLC. He is the  organizer and partner of Enter Media Growth Fund, CF
Global Growth Fund, AFA  Management  Partners,  LP, Fleck T.I.M.E.  Fund and the
Fleck T.I.M.E.  Offshore Fund. Mr. Fleck serves on the Advisory  Council for the
Central

                                       35

<PAGE>



Asia  Caucasus  Institute,  the  National  Committee  for  the  National  Jewish
Hospital,  as well as the  Advisory  Board  of the  Pitkin  County  Bank and the
National  Committee at the Kennedy Center of Performing Arts. In the past he has
served on many civic, business and charitable boards.

Mr. Myron Gushlak currently serves as Managing  Director of Imperium Capital,  a
Cayman Islands based private venture capital Company that provides financing and
ongoing  management  to  technology  companies,  with a  specific  focus  on the
media/entertainment  and  telephony  industries.   Accomplishments  include  the
initial  funding and public  listing of  Emusic.com,  Inc.,  which is one of the
leading providers of downloadable music on the Internet; the initial funding and
public listing of netValue Holdings,  Inc., a leading public internet incubator,
and the initial  funding  and public  listing of  GlobalNet,  one of the largest
North American based VoIP providers. He also is a co-founder and on the board of
directors of  Laugh.com;  and is on the board of advisors of netValue  Holdings,
Inc. and Sticky Networks, a multilayer search tool company founded by the former
CEO of  Infoseek.  Prior to this,  he was a Broker  at one of  Canada's  largest
Independent brokerage firms.

Mr. Dana Epp is a co-founder  of Merilus,  and is its current  President,  Chief
Executive Officer, and a Director. Mr. Epp has many years of computer networking
experience with particular emphasis on secure network  connectivity and embedded
Java  applications.  Mr. Epp has been an instructor in the Computer  Information
Systems  (CIS)  Department  at the  University  College  of the  Fraser  Valley,
teaching  Linux,  Java and C++  programming.  He has brought to market  Internet
appliances,  secure firewalling devices, wireless routers and Java cryptographic
devices  which  are  based on  Linux.  For the  past  three  years,  he has been
President  of the Fraser  Valley  Linux Users  Group,  and a steering  committee
member of CLUE, the Canadian Linux Users'  Exchange.  Mr. Epp has been awarded 2
years  running  (1999 and 2000)  the  Community  Spirit  Award for  Business  in
recognition of his ongoing  initiatives in promoting high technology  industries
in his community.

Mr. Kevin Traas is a co-founder of Merilus and is its current Chief  Information
Officer and a Director.  Mr. Traas is a SCO Unix  Advanced  Certified  Engineer,
Novell Certified Network  Administrator,  and Microsoft Certified  Professional.
Mr. Traas has more than ten years of experience in managing,  administrating and
maintaining  computers,  networks  and network  servers with  specific  focus on
Internet  services.  Mr.  Traas'  experience  spans all aspects of the  computer
industry including research and design solutions, purchasing,  implementing, and
establishing  computer and Internet-related  services,  maintaining systems, and
support. While working closely with Dana Epp as the Head System Administrator of
ValleyNet  and as a Board  Member of the  Fraser  Valley  Community  Information
Society,  Mr. Traas has gained practical knowledge in customer service,  project
team management,  administration,  Internet security,  and all things related to
maintaining  the  efficient  operations  of an Internet and  Security  Solutions
Provider. Mr. Traas has considerable  experience in implementing and maintaining
the most efficient network communication  solutions no matter what the situation
or scale.

Mr. Bruce  Davies is a corporate  attorney at the  Chilliwack,  B.C. law firm of
Sliman,  Stander & Company and brings Merilus 12 years of experience in advising
businesses in all facets of their  operations.  Mr. Davies attended Simon Fraser
University   of  Burnaby,   B.C.   from  1980  to  1984  as  a  joint   business
administration/economics  major and the University of British Columbia from 1984
to 1987 in the faculty of law.  Following  graduation,  Mr. Davies  articled and
practiced law in the business law department of a medium sized  Vancouver,  B.C.
law firm and in 1993 moved to the Fraser  Valley  area of B.C.  Mr.  Davies will
provide  Merilus  with  legal  advice on all  facets of its  business  including
preservation  of  intellectual  property  rights,  employment  law,  mergers and
acquisitions, corporate finance, etc.

Mr. Ross Mrazek is the current Vice President of International Sales of Merilus.
He was formerly  the CFO of  Universal  Scholars  Corp.,  a Washington  DC based
provider of online  professional  education and  specialized  content focused on
Asian  markets.  Mr.  Mrazek was  formerly  Manager,  Emerging  Markets with the
Business  Development Bank of Canada.  Mr. Mrazek advises and structures venture
investment opportunities in the high technology and emerging market sectors. Mr.
Mrazek has worked in the  corporate  finance  field  with North  American  Trust
Company  in  Toronto  and  has  been a  corporate  and  commercial  banker  with
Laurentian Bank in Vancouver.  In addition, Mr. Mrazek has worked on a number of
projects in the United States, Europe, Russia and Asia. Mr. Mrazek is a graduate
of the  University  of British  Columbia  and the  American  Graduate  School of
International Management (Thunderbird).

Executive Compensation

Directors are permitted to receive fixed fees and other  compensation  for their
services as directors, as determined by

                                       36

<PAGE>



the Board of Directors. No amounts have been paid to directors of Golden Soil in
such capacity since inception.

Merilus  paid Mr.  Dana Epp a salary of CD$  50,017  and CD$ 30,800 for 1999 and
1998, respectively in his capacity as President and Chief Executive Officer. Mr.
Kevin  Traas  received  a salary  of $  24,479  and $ 4,400  for 1999 and  1998,
respectively  for acting as Chief  Information  Officer.  Mr. Ross Mrazek  began
drawing a salary from Merilus in the fall of 2000. Although Mr. Bruce Davies did
not receive a salary his law firm Sliman,  Stander & Company received legal fees
for work completed on behalf of Merilus. All other directors received no salary.
From time-to- time over the past few years,  Merilus has accrued salaries of its
executive officers.  At September 30, 2000, such arrears total approximately CD$
235,507.

During the period from inception to November 27, 2000, no cash  compensation was
paid to any of the directors of Merilus for serving in such capacity.  Merilus's
Board of Directors has complete discretion as to the appropriateness of:
        o         key-man life insurance,
        o         obtaining officer and director liability insurance,
         o employment  contracts with and compensation of executive officers and
         directors,  o  indemnification  contracts,  and o bonuses and incentive
         plans to award executive officers and key employees.


The following  table sets forth the annual salary for each executive  officer of
Golden Soil which will be in effect as of the Closing of the Reorganization:

<TABLE>
<CAPTION>
                                                                  Annual Salary
Name                          Office                                                   2000 (projected)(1)
----                          ------                                                   -------------------
<S>                                                                                    <C>
Dana Epp                      President, Chief Executive Officer                       $ 200,000(2)
Kevin Traas                   Executive Vice President, Chief Operating Officer        $ 175,000
Ross Mrazek                   Vice President International Sales                       $ 125,000(2)
Chad Northcott                Chief Operations Officer                                 $ 125,000
Stephen P.H. Hemenway         Vice President Sales                                     $ 125,000
Vacancy to be filled.         Senior V.P. and Chief Financial Officer                  To be determined

     (1)  The  definitive   compensation  of  Golden  Soil's  officers  will  be
          determined by the Board of Directors of Golden Soil.

     (2)  As a term of the  Reorganization  Agreement  Golden  Soil  will  cause
          Merilus to enter into  employment  agreements  with Messrs.  Dana Epp,
          Chad Northcott, Kevin Traas, Stephen P.H. Hemenway and Ross Mrazek who
          are considered key persons to the success of the business.  These are,
          therefore, salaries to be paid by Merilus not Golden Soil.
</TABLE>

As a term of the  Reorganization  Agreement Golden Soil intends to cause Merilus
to enter into employment agreements with Messrs. Dana Epp, Chad Northcott, Kevin
Traas, Stephen P.H. Hemenway and Ross Mrazek for a term commencing on Closing of
the  Reorganization  and  continuing  until  January 1, 2002,  unless  otherwise
terminated pursuant to the terms of their individual employment  agreements.  In
addition to financial remuneration, each will also be entitled to the following:
major  medical  health  benefits  equivalent to that provided to the officers in
Merilus;  indemnification  from  any  claim or law suit  which  may be  asserted
against him when acting in their  official  capacity for Merilus  provided  that
said  indemnification is not in violation of any federal or state law or rule or
regulation of the Securities and Exchange Commission; and options to purchase up
to purchase shares of the Common Stock of Golden Soil. Each employment agreement
also  contains  certain  provisions  with  respect to  disability,  termination,
confidentiality and non-competition.

Board of Directors Report on Executive Compensation

The Board of Directors of Merilus has been composed of Dana Epp, Kevin Traas and
Ross Mrazek, Stephen P.H.
Hemenway, Chad Northcott and Bruce Davies


                                       37

<PAGE>



Golden Soil's Board of Directors,  which will include Messrs. John Paul DeJoria,
Gerald C. Allen, Gene Hoffman,  Jr., Aaron Fleck, Myron Gushlak, Dana Epp, Kevin
Traas,  Ross Mrazek and Bruce  Davies,  will be  responsible  for  reviewing and
determining the annual salary and other  compensation of the executive  officers
and key  employees  of  Golden  Soil.  The  goals  of  Golden  Soil are to align
compensation with business  objectives and performance and to enable Golden Soil
to attract,  retain and reward  executive  officers and other key  employees who
contribute  to the  long-term  success of Golden  Soil.  Golden Soil  intends to
provide base salaries to its executive officers and key employees  sufficient to
provide motivation to achieve certain operating goals. Although salaries are not
specifically  tied to  performance,  incentive  bonuses are available to certain
executive officers and key employees. In the future,  executive compensation may
include without  limitation  cash bonuses,  stock option grants and stock reward
grants. In addition, Golden Soil may set up a pension plan or similar retirement
plans.

Stock Options

There are  currently no stock  options  outstanding.  The Board of Directors and
Majority  Shareholders  have adopted and approved an incentive stock option plan
(the "Plan") providing for the granting of stock options to officers, directors,
employees and key consultants of Golden Soil and its subsidiaries or affiliates.
It is expected  that this stock option plan will be  registered on Form S-8 with
the  Securities  and  Exchange  Commission.  (See "2000 STOCK  OPTION  PLAN" for
further details.)

Familial Relationships

There are no family relationships.

Indemnification

Article Thirteen of Golden Soil's  Certificate of Incorporation  provides for it
to  indemnify  any and all  directors  and  officers  whom it will have power to
indemnify  under Section 78.751 of the Nevada Revised  Statutes from and against
any and all of the  expenses,  liabilities  or other  matter  referred  to in or
covered by such section, and the indemnification provided for herein will not be
deemed  exclusive of any other rights to which the persons so indemnified may be
entitled under any By-Law,  agreement,  vote of  shareholders  or  disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another  capacity by holding  such office,  and will  continue as to a
person who has ceased to be a director of officer and will inure to the benefits
of the heirs,  executors and  administrators  of such a person.  Golden Soil has
been advised  that it is the  position of the SEC that insofar as the  foregoing
provisions  may be invoked to disclaim  liability for damages  arising under the
Securities  Act of 1933,  that such  provisions  are  against  public  policy as
expressed in the Securities Act of 1933 and are therefore unenforceable.


                             2000 STOCK OPTION PLAN
                             ----------------------

General.

The Board of  Directors  and Majority  Shareholders  have adopted and approved a
stock option plan (the "Plan"). The purpose of the Plan is to enable Golden Soil
to offer it's  officers,  directors,  employees  and  consultants  and  advisors
performance-based  incentives and other equity interests in Golden Soil, thereby
attracting,  retaining, and rewarding such personnel.  Golden Soil believes that
increased  share  ownership by such persons more closely aligns  stockholder and
employee interests by encouraging a greater focus on the profitability of Golden
Soil.  There is reserved for  issuance  under the Plan an aggregate of 1,400,000
shares of Common Stock. All of such shares may, but need not, be issued pursuant
to the exercise of incentive  stock options.  Options granted under the Plan may
be either  "incentive  stock options," as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"),  or non-statutory  stock options.
In  addition,  awards of or rights to purchase  shares of Golden  Soil's  Common
Stock  ("Stock  Rights")  may be granted  under the Plan.  A copy of the Plan is
attached as Exhibit 10.2.

Administration.

The Plan will be administered by the Board of Directors or a committee appointed
by the Board of Directors (the "Administrator").  The Administrator,  subject to
the terms and conditions of the plan, has authority to:

     o    select the persons to whom options and Stock Rights are to be granted;

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     o    determine  the number of shares of Common  Stock to be covered by each
          option and Stock Right granted;

     o    approve forms of option agreement for use under the Plan;

     o    determine the terms and conditions of any option or Stock Right;

     o    reduce the  exercise  price of any  option or Stock  Right if the fair
          market value of the Common Stock covered by such Option or Stock Right
          has declined since the date the option or Stock Right was granted;

     o    institute an option exchange program;

     o    interpret the Plan and awards granted under the Plan;

     o    prescribe,  amend and rescind  rules and  regulations  relating to the
          Plan or  sub-plans  established  for the  purpose  of  qualifying  for
          preferred tax treatment under foreign tax laws;

     o    modify or amend each option or Stock Right issued;

     o    allow Optionees to satisfy  withholding tax obligations by electing to
          have Golden Soil  withhold from the shares to be issued on exercise of
          an option or Stock  Right that  number of shares  having a fair market
          value equal to the amount required to be withheld;

     o    authorize  any  person  to  execute  on  behalf  of  Golden  Soil  any
          instrument  required  to effect the grant of an option or Stock  Right
          previously granted by the Administrator; and

     o    make all other  determinations and take all other actions necessary or
          advisable for the administration of the Plan.

 All decisions, interpretations and other actions of the Administrator are final
and binding on all holders of options and Stock Rights.

Eligibility; Limitations of Options.

Non-statutory  stock  options and Stock Rights may be granted  under the Plan to
employees,  directors and consultants of Golden Soil or any parent or subsidiary
of Golden Soil.  Incentive  stock options may be granted only to  employees.  As
discussed above,  Section 162(m) of the Code places limits on the  deductibility
for  federal  income tax  purposes  of  compensation  paid to certain  executive
officers of Golden Soil. In order to preserve  Golden  Soil's  ability to deduct
the  compensation  income  associated with options granted to such persons,  the
Plan  provides  that no employee  may be  granted,  in any fiscal year of Golden
Soil,  options  to  purchase  more than  1,000,000  shares of Common  Stock plus
options to  purchase up to an  additional  1,000,000  shares of Common  Stock in
connection with such employee's initial commencement of service to Golden Soil.

Terms and Conditions of Options.

Options  granted under the Plan are subject to additional  terms and  conditions
under the individual option agreement. These terms and conditions include:

     o    Exercise Price. The Administrator will determine the exercise price of
          options  granted at the time of grant.  The  exercise of an  incentive
          stock option may not be less than 100% of the fair market value of the
          Common  Stock on the date such option is granted;  provided,  however,
          the exercise of an incentive stock option granted to a 10% stockholder
          may not be less than 110% of the fair market value of the Common Stock
          on the date  such  option is  granted.  The fair  market  value of the
          Common Stock is  generally  determined  with  reference to the closing
          sale price for the Common  Stock (or the  closing bid if no sales were
          reported) on the last market  trading day prior to the date the option
          is granted.  The exercise price of a non-statutory stock option may be
          determined by the Administrator,  provided however, the exercise price
          of   a   nonstatutory    stock   option   intended   to   qualify   as
          "performance-based  compensation" within the meaning of Section 162(m)
          of the Code may not be less than 100% of the fair market  value of the
          Common Stock on the date of grant.

     o    Exercise of Option.  The Administrator  determines when options become
          exercisable, and may in its discretion,  accelerate the vesting of any
          outstanding option.

     o    Form of  Consideration.  The means of  payment  for  shares  issued on
          exercise of an option is specified in each option agreement.  The Plan
          permits  payment to be made by cash,  check,  promissory  note,  other
          shares  of Common  Stock of  Golden  Soil  (with  some  restrictions),
          cashless exercise,  a reduction in the amount of any Company liability
          to  the  optionee,  any  other  form  of  consideration  permitted  by
          applicable law, or any combination thereof.

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     o    Term of Option.  The term of an incentive  stock option may be no more
          than ten years from the date of grant; provided that in the case of an
          incentive stock option granted to a 10%  stockholder,  the term of the
          option  may be no more than  five  years  from the date of  grant.  No
          option may be exercised after the expiration of its term.

     o    Termination of Employment.  If an optionee's employment,  directorship
          or consulting relationship terminates for any reason (other than death
          or  disability),  then all options held by the optionee under the Plan
          expire on the  earlier  of (i) the date set forth in his or her notice
          of grant or stock option agreement or (ii) the expiration date of such
          option.  To the extent the option is  exercisable  at the time of such
          termination,  the  optionee  may  exercise  all or  part of his or her
          option at any time before termination.

     o    Permanent Disability; Death. If an optionee's employment, directorship
          or  consulting  relationship  terminates  as a result of permanent and
          total  disability (as defined in the Code) or death,  then all options
          held by such  optionee  under  the Plan will  generally  expire on the
          earlier  of  (i)  twelve  months  from  the  date  of  termination  of
          optionee's  employment or (ii) the expiration date of the option.  The
          optionee or, if applicable, the executor or other legal representative
          of the  optionee's  estate may exercise all or part of the  optionee's
          option at any time  before  such  expiration  to the  extent  that the
          option was exercisable at the time of termination of employment.

     o    Non-transferability  of  Options.   Options  granted  under  the  Plan
          generally  are not  transferable  other  than  by will or the  laws of
          descent and  distribution,  and may be exercised during the optionee's
          lifetime only by the optionee.

     o    Value Limitation.  If the aggregate fair market value of all shares of
          Common Stock subject to an optionee's incentive stock option which are
          exercisable  for the first  time  during  any  calendar  year  exceeds
          $100,000,  the  excess  portion  of such  option  will be treated as a
          non-statutory stock option.

     o    Other Provisions.  The stock option agreement may contain other terms,
          provisions  and conditions  not  inconsistent  with the Plan as may be
          determined by the Administrator.

Stock Rights. A Stock Right may award the recipient Common Stock or may give the
recipient  the right to purchase  Common  Stock.  Shares  received or  purchased
pursuant to a Stock Right are subject to a restricted  stock  agreement  between
Golden Soil and the recipient.  Unless the Administrator  determines  otherwise,
the  restricted  stock  agreement will give Golden Soil a  reacquisition  option
exercisable  on the  voluntary or  involuntary  termination  of the  recipient's
employment or consulting relationship with Golden Soil for any reason (including
death and disability). The acquisition price for any shares reacquired by Golden
Soil will be the original price paid by the recipient, if any. The reacquisition
option lapses at a rate determined by the  Administrator.  A Stock Right and the
stock acquired  (while  restricted) is generally  nontransferable  other than by
will or the laws of descent and distribution.

Adjustments of Options on Changes in Capitalization.

In the event that the stock of Golden Soil changes by reason of any stock split,
reverse stock split,  stock  dividend,  combination,  reclassification  or other
similar  changes in the capital  structure of Golden Soil  effected  without the
receipt of consideration, appropriate adjustments will be made in the number and
class of shares of stock subject to the Plan,  the number and class of shares of
stock subject to any option or Stock Right  outstanding  under the Plan, and the
exercise price of any such award.  In the event of a liquidation or dissolution,
any  unexercised   options  will  terminate.   The  Administrator  may,  in  its
discretion,  provide that each optionee will fully vest in and have the right to
exercise the optionee's  option or Stock Right as to all of the optioned  stock,
and  will  release  all  restrictions  on  any  restricted  stock  prior  to the
consummation of the liquidation or dissolution.  In the event of a merger,  sale
or  reorganization  of Golden Soil into  another  corporation  that results in a
change of control of Golden Soil,  options that would have become  vested within
18 months after the closing date of the merger  transaction  will accelerate and
become fully vested on the closing of the transaction.  In the event of a change
of control  transaction,  any other outstanding options that are not accelerated
would be  assumed by the  successor  company or an  equivalent  option  would be
substituted by the successor company. If any of these options are not assumed or
substituted, they would terminate.

Amendment and Termination of the Plan.

The Administrator may amend,  alter,  suspend or terminate the Plan, or any part
of the  Plan,  at any time and for any  reason.  No such  action by the Board or
stockholders  may alter or impair any option or Stock Right  previously  granted
under the Plan  without the written  consent of the  optionee/recipient.  Unless
terminated  earlier,  the Plan will  terminate  ten  years  from the date of its
approval by the stockholders or the Board, whichever is earlier.

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Federal Income Tax Consequences of Options

Incentive  Stock Options.  An optionee who is granted an incentive  stock option
does not generally recognize taxable income at the time the option is granted or
on  its  exercise,  although  the  exercise  may  subject  the  optionee  to the
alternative  minimum  tax.  On a  disposition  of the shares more than two years
after grant of the option and one year after exercise of the option, any gain or
loss is treated as long-term  capital gain or loss. If these holding periods are
not  satisfied,   the  optionee  recognizes  ordinary  income  at  the  time  of
disposition equal to the difference between the exercise price and the lower of:

     o    the  fair  market  value  of the  shares  at the  date  of the  option
          exercise; or

     o    the sale price of the shares.

Any gain or loss  recognized  on such a premature  disposition  of the shares in
excess of the amount  treated as  ordinary  income is  treated as  long-term  or
short-term  capital gain or loss,  depending on the holding period.  A different
rule for measuring ordinary income on such a premature  disposition may apply if
the optionee is an officer,  director, or 10% stockholder of Golden Soil. Golden
Soil is  entitled  to a  deduction  in the same  amount as the  ordinary  income
recognized by the optionee.

Non-statutory  Stock Options.  An optionee does not recognize any taxable income
at the time he or she is granted a non-statutory stock option. On exercise,  the
optionee  recognizes  taxable  income  generally  by the excess of the then fair
market  value  of the  shares  over  the  exercise  price.  Any  taxable  income
recognized in connection  with an option  exercise by an employee of Golden Soil
is subject to tax  withholding  by Golden  Soil.  Golden  Soil is  entitled to a
deduction in the same amount as the ordinary income  recognized by the optionee.
On a disposition of such shares by the optionee, any difference between the sale
price and the optionee's exercise price, to the extent not recognized as taxable
income as provided above, is treated as long-term or short-term  capital gain or
loss, depending on the holding period.

Stock Rights.  Restricted stock is generally  acquired pursuant to Stock Rights.
At the time of acquisition,  restricted stock is subject to a "substantial  risk
of  forfeiture"  within the meaning of Section 83 of the Code. As a result,  the
recipient  will  not  generally   recognize  ordinary  income  at  the  time  of
acquisition.  Instead, the recipient will recognize ordinary income on the dates
when the stock ceases to be subject to a  substantial  risk of  forfeiture.  The
stock will  generally  cease to be subject to a  substantial  risk of forfeiture
when it is no longer  subject to Golden  Soil's right to reacquire  the stock on
the recipient's  termination of employment with Golden Soil. At such times,  the
recipient will recognize  ordinary income measured as the difference between the
purchase  price (if any) and the fair market  value of the stock on the date the
stock is no longer subject to a substantial  risk of  forfeiture.  The purchaser
may  accelerate to the date of  acquisition  his or her  recognition of ordinary
income,  if any, and the beginning of any capital gain holding period, by timely
filing an election  pursuant to Section  83(b) of the Code.  In such event,  the
ordinary income  recognized,  if any, is measured as the difference  between the
purchase  price and the fair  market  value of the stock on the date of purchase
and the capital gain holding period  commences on such date. The ordinary income
recognized by a purchaser who is an employee will be subject to tax  withholding
by Golden Soil.  Different  rules may apply if the purchaser is also an officer,
director, or 10% stockholder of Golden Soil.

The  foregoing  is only a summary of the effect of federal  income  taxation  on
optionees and Golden Soil with respect to the grant and exercise of options, and
on  recipients  of Stock  Rights,  under the  Plan.  It does not  purport  to be
complete,  and  does  not  discuss  the  tax  consequences  of  the  employee's,
director's or consultant's death or the provisions of the income tax laws of any
municipality,  state or  foreign  country  in which the  employee,  director  or
consultant may reside.


                             INDEPENDENT ACCOUNTANTS
                             -----------------------

Golden Soil's current auditor is the Salt Lake City firm of Andersen  Andersen &
Strong.   During  the  past  two  years  there  have  been  no  changes  in,  or
disagreements with, accountants on accounting and/or financial disclosure.


                       WHERE YOU CAN FIND MORE INFORMATION
                       -----------------------------------


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<PAGE>



We file  annual,  quarterly  and special  reports,  proxy  statements  and other
information  with the SEC. You can read and copy any materials that we file with
the  SEC  at  the  SEC's  Public  Reference  Room  at 450  Fifth  Street,  N.W.,
Washington,  D.C. 20549; the SEC's regional offices located at Seven World Trade
Center,  New York,  New York 10048,  and at 500 West  Madison  Street,  Chicago,
Illinois  60661.  You can obtain  information  about the  operation of the SEC's
Public  Reference  Room by  calling  the  SEC at  1-800-SEC-0330.  The SEC  also
maintains a Web site that contains  information we file  electronically with the
SEC,  which you can access over the  Internet at  http://www.sec.gov.  Copies of
these materials may also be obtained by mail from the Public  Reference  Section
of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.


                     INCORPORATION OF DOCUMENTS BY REFERENCE
                     ---------------------------------------

The SEC allows us to  "incorporate  by reference"  the  information we file with
them,  which means that we can  disclose  important  information  to you without
re-printing  the information in this  Information  Statement by referring you to
prior and  future  filings  with the SEC.  The  information  we  incorporate  by
reference  is an  important  part  of  this  Information  Statement,  and  later
information  that we file with the SEC will  automatically  update and supersede
this information.

We  incorporate  by  reference  the  following  documents  filed by Golden  Soil
pursuant to the Securities Exchange Act of 1934: (i) Golden Soil's Annual Report
on Form 10-K for the fiscal year ended  December  31, 1999;  (ii) Golden  Soil's
Quarterly  Reports on Form 10-Q for the periods  ended March 31, 2000,  June 30,
2000, and September 30, 2000;  (iii) Golden Soil's  Current  Reports on Form 8-K
filed with the  Commission on September 6, 2000 and amended  September 29, 2000;
and (iv) any future filings we make with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the  Exchange  Act. You may request a copy of these  filings  (other
than an exhibit to any of these filings unless we have specifically incorporated
that  exhibit  by  reference  into  the  filing),  at no  cost,  by  writing  or
telephoning us at the following address:

                  Golden Soil, Inc.
                  c/o Venture Law Corporation
                  618 - 688 West Hastings Street
                  Vancouver, British Columbia V6B 1P1
                  Telephone No.: (604) 659-9188

You should rely only on the  information  we have  provided or  incorporated  by
reference  in  this  Information  Statement  or  any  supplement.  We  have  not
authorized any person to provide  information  other than that provided here. We
have not authorized anyone to provide you with different information. You should
not assume that the information in this Information  Statement or any supplement
is accurate as of any date other than the date on the front of the document.

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