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.
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(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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:
2) Aggregate number of securities to which transaction applies:
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):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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.:
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4) Date Filed:
<PAGE>
GOLDEN SOIL, INC.
INFORMATION STATEMENT
SHAREHOLDER MAJORITY ACTION AS OF JULY 16, 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. (THE "COMPANY") WAS TAKEN ON
JULY 16, 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 THE COMPANY NECESSARY FOR THE ADOPTION OF THE ACTION.
1. To approve a ten-for-one forward split of the issued and outstanding shares
of Common Stock; whereby
2. the Articles of Incorporation remain unchanged.
SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON JULY 16, 2000 SHALL BE
ENTITLED TO RECEIPT OF THIS INFORMATION STATEMENT.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ JEFF LARRABEE
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JEFF LARRABEE, PRESIDENT
Approximate date of mailing: July 19, 2000
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GOLDEN SOIL, INC.
372 East 12600 South
Draper, Utah 84020
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. (The "Company") taken on July 16, 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 the company necessary for the adoption of the action. The
following matter was approved:
o a ten-for-one forward split of the issued and outstanding shares of Common
Stock;
o the Articles of Incorporation remain unchanged.
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 July 19, 2000. This
Information Statement constitutes notice to the Company's stockholders of
corporate action by stockholders without a meeting as required by Chapter 78 of
the Nevada Revised Statutes.
The date of this Information Statement is July 19, 2000.
<PAGE>
GOLDEN SOIL, INC.
372 East 12600 South
Draper, Utah 84020
INFORMATION STATEMENT
(Dated July 19, 2000)
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THE AMENDMENT, DEFINED BELOW, HAS ALREADY BEEN APPROVED BY WRITTEN CONSENT OF
THE SHAREHOLDERS HOLDING A MAJORITY OF THE COMPANY'S OUTSTANDING SHARES OF
COMMON STOCK. A VOTE OF THE REMAINING STOCKHOLDERS IS NOT NECESSARY.
General
This Information Statement is first being furnished on or about July 19, 2000,
to holders of record of the common stock, $.001 par value per share ("Common
Stock"), of Golden Soil, Inc., a Nevada corporation (the "Company"), in
connection with the amendment (the "Amendment") of the Company's Certificate of
Incorporation, (the "Certificate of Incorporation"), to effect a ten-for-one
forward split of the issued and outstanding shares of Common Stock.
The Board of Directors of the Company (the "Board") has approved, and the
shareholders owning a majority of the issued and outstanding shares of Common
Stock outstanding as of July 16, 2000, have consented in writing to the
Amendment. Such approval and consent are sufficient under Section 78.315 of the
Nevada Revised Statutes and the Company's Bylaws to approve the Amendment.
Accordingly, the Amendment will not be submitted to the other Company
stockholders for a vote, and this Information Statement is being furnished to
stockholders solely to provide them with certain information concerning the
Amendment in accordance with the requirements of Nevada law and the Securities
Exchange Act of 1934, as amended, and the regulations promulgated thereunder,
including particularly Regulation 14C.
The resolutions adopted by the Board of Directors and majority stockholder
provide for a forward split of the issued and outstanding share capital of the
Company. The authorized capital of the Company remains unchanged. The forward
split will become effective on the opening of business on the twenty first day
following the mailing of this Information Statement to the Company's
stockholders; and any executive officer, as required by the Nevada Law, is
entitled to execute and file the Articles of Amendment with the Secretary of the
State of the State of Nevada and such other agencies or entities as may be
deemed required or necessary.
This amendment is the only matter covered by this Information Statement.
The principal executive offices of the Company are located at 372 East 12600
South, Draper, Utah 84020, and the Company's telephone number is (801) 571-5252
.
Interest of Certain Persons in Matters to Be Acted upon
No director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise, in
the proposed amendment to effect the forward split of the Company's outstanding
voting securities or in any action covered by the related resolutions adopted by
the Board of Directors and the majority stockholder, which is not shared by all
other stockholders.
Voting Securities and Principal Holders
Voting Securities
The securities that would have been entitled to vote if a meeting was required
to be held consist of shares of $0.001 par value common stock of the Company.
Each share of common stock is entitled to one vote. The number of outstanding
shares of common stock at the close of business on the date hereof, the record
date for determining stockholders who would have been entitled to notice of and
to vote on the amendments to the Company's Articles of Incorporation, was
675,000.
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Security Ownership of Principal Holders and Management
To the knowledge of management and based upon a review of the stock ledger
maintained by its transfer and registrar agent, the following table sets forth
the beneficial ownership of persons who own more than five percent of the
Company's common stock as of July 18, 2000, and the shareholdings each director
of the Company and all directors and officers of the Company as a group.
<TABLE>
<CAPTION>
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Number of Shares Held Percentage of Voting
Name and Address of Beneficial Owner Stock
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<S> <C> <C>
Jeff Larrabee(1) 100,000 14.8%
372 East 12600 South
Draper, Utah 84020
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Shawni Larrabee(1) 100,000 14.8%
372 East 12600 South
Draper, Utah 84020
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Brian Orth(1) 30,000 4.4%
9939 So. Orchard View Dr.
South Jordan, Utah 84095
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Melinda Orth(1) 28,000 4.1%
9939 So. Orchard View Dr.
South Jordan, Utah 84095
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(1) Jeff and Shawni Larrabee are husband and wife and Brian and Melinda
Orth are husband and wife, as such, their combined holdings, as husband
and wife, have been used to determine whether they are the beneficial
owner of five per cent or more of the outstanding shares.
</TABLE>
Amendment To The Company's Certificate Of Incorporation To Effect A 10-for-1
Forward Split Of The Outstanding Common Stock
The Board has approved the Amendment to effect a ten-for-one forward split
("Forward Split") of the issued and outstanding shares of Common Stock, par
value $.001 per share ("Existing Common"). A copy of the Certificate of
Amendment effecting the Forward Split, in substantially the form to be filed
with the Department of State of Nevada, is provided below. The majority
stockholders of the Company as of July 19, 2000, the date of this Information
Statement, have consented to the Forward Split and keeping the Articles of
Incorporation otherwise unchanged. The forward split is expected to become
effective as of August 10, 2000 (the "Effective Date"). Pursuant to the Forward
Split, each one share of Existing Common issued and outstanding immediately
prior to the Effective Date will be reclassified as, and exchanged for, ten
shares of newly issued Common Stock, par value $.001 ("New Common").
The Forward Split will not materially affect the proportionate equity interest
in the Company of any holder of Existing Common or the relative rights,
preferences, privileges or priorities of any such stockholder. The Company does
not have any outstanding warrants, options or other rights to acquire from the
Company, or other obligation of the Company to issue, any capital stock, voting
securities or securities convertible into or exchangeable for capital stock or
voting securities of the Company.
Purpose and Effect of the Forward Split
The primary purpose of the Forward Split is to increase the number of total
shares issued and outstanding of the Company's Common Stock in order to ensure
the existing share capital is not diluted on issuing shares from treasury in
connection with a merger or an acquisition in the future. Further, the increase,
while probably resulting in a lower trading price should the Company shares
become actively traded, will have the effect of increasing the shares available
in the public float and making a more stable market for the Company's stock.
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The Company does not anticipate any change in the Company's status as a
reporting company for federal securities law purposes as a result of the Forward
Split.
The New Common issued pursuant to the Forward Split will be fully paid and
non-assessable. All shares of New Common will have the same par value, voting
rights and other rights as shares of the Existing Common have. Stockholders of
the Company do not have preemptive rights to acquire additional shares of Common
Stock that may be issued. The Company has no definitive plans or commitments to
issue additional shares of Common Stock.
Stock Certificates and Fractional Shares
The Forward Split will occur on the Effective Date without any further action on
the part of stockholders of the Company and without regard to the date or dates
on which certificates representing shares of Existing Common actually are
surrendered by each holder thereof for certificates representing the number of
shares of the New Common which each such stockholder is entitled to receive as a
consequence of the Forward Split. After the Effective Date of the Forward Split,
each certificate representing shares of Existing Common will be deemed to
represent ten shares of New Common. Certificates representing shares of New
Common will be issued in due course as old certificates are tendered for
exchange or transfer to Interwest Transfer Company, Inc., 1981 East Murray
Holladay Road, Suite 100, Salt Lake City, Utah 84117, (the "Exchange Agent" or
"Transfer Agent"), telephone number: 801-277-3147.
Number of Holders
As of June 27, 2000, there were approximately 26 holders of record of Existing
Common. The Company does not anticipate that, as a result of the Forward Split,
the number of holders of record or beneficial owners of Existing Common or New
Common will change significantly.
Exchange of Stock Certificates
On or after August 10, 2000, stockholders may forward their stock certificates
to Interwest Transfer Company, Inc., 1981 East Murray Holladay Road, Suite 100,
Salt Lake City, Utah, Telephone (801) 277-3147, together with $15 for each stock
certificate requested to be issued or transferred for new stock certificates
reflecting the forward split and new Cusip Number of the Company. If stock
certificates are being transferred into the same name, no signature is required;
if they are being transferred to a new name, the stock certificate submitted
must be signed and the signature must be guaranteed by a "Medallion Member" bank
or broker dealer. A stock power similarly signed and guaranteed will also be
acceptable.
Stock certificates representing shares of Existing Common which contain a
restrictive legend will be exchanged for New Common with the same restrictive
legend. As applicable, the time period during which a stockholder has held the
Existing Common will be included in the time period during which such
stockholder actually holds the New Common received in exchange for such Existing
Common for the purposes of determining the term of the restrictive period
applicable to the New Common.
Federal Income Tax Consequences
The receipt of New Common in the Forward Split should not result in any taxable
gain or loss to stockholders for federal income tax purposes. The tax basis of
New Common received as a result of the Forward Split will be equal, in the
aggregate, to the basis of the Existing Common exchanged for New Common. The per
share tax basis of the New Common is based on the tax basis of the Existing
Common for which the New Common is exchanged. For purposes of determining
whether short-term or long-term capital gains treatment will be applied to a
stockholder's disposition of New Common subsequent to the Forward Split, a
stockholder's holding period for the shares of Existing Common will be included
in the holding period for the New Common received as a result of the Reverse
Split.
The Discussion Set Forth above Concerning Certain Federal Income Tax
Consequences of the Forward Split Is Included for General Information Only. All
Stockholders Are Advised to Consult Their Own Tax Advisors as to Any Federal,
State, Local or Foreign Tax Consequences Applicable to Them Which Could Result
from the Forward Split.
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<PAGE>
Effectiveness
The Company reserves the right, on notice to stockholders, to abandon or modify
the proposed Forward Split at any time prior to the filing of the Amendment on
consent of the Board and the holders of a majority of the Existing Common then
issued and outstanding.
Approval Required
The approval of a majority of the outstanding stock entitled to vote will be
necessary to approve the proposed amendment. At the date of this Information
Statement, there were approximately 675,000 shares of Common Stock outstanding.
As discussed above, the Company's Board of Directors has obtained written
consents for the amendment to the Certificate of Incorporation from stockholders
owning approximately 397,000 shares voted for the Amendment, representing
approximately 51.81% of the votes of the Company's outstanding stock. The Board
of Directors does not intend to solicit any proxies or consents from any other
stockholders in connection with the Amendment.
By Order of the Board of Directors,
/s/ Jeff Larrabee
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Per: Jeff Larrabee, President
Dated: July 19, 2000
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