GOLDEN SOIL INC
10KSB, 2000-03-27
NON-OPERATING ESTABLISHMENTS
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                    U. S. Securities and Exchange Commission

                             Washington, D. C. 20549



                                   FORM 10-KSB



[X]  ANNUAL  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE  SECURITIES EXCHANGE
     ACT  OF  1934

     For  the  fiscal  year  ended  December  31,  1999
                               -----------------

[  ]  TRANSITION  REPORT  UNDER  SECTION  13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934

     For  the  transition  period  from               to
                                       -------------    -------------

                           Commission File No. 0-28475
                                   -----------

                                Golden Soil, Inc.
                      -------------------------------------
                 (Name of Small Business Issuer in its Charter)

         Nevada                                              87-0635270
         --------                                            -----------

(State  or  Other Jurisdiction of                     (I.R.S. Employer I.D. No.)
 incorporation  or  organization)

                              372 East 12600 South
                               Draper, Utah 84020
                           ---------------------------
                    (Address of Principal Executive Offices)
                    Issuer's Telephone Number: (801) 571-5252


                           ---------------------------
          (Former Name or Former Address, if changed since last Report)

Securities  Registered  under  Section  12(b)  of  the  Exchange  Act:   None
Name  of  Each  Exchange  on  Which  Registered:                       None
Securities  Registered  under  Section  12(g)  of  the  Exchange  Act:   Common

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

     (1)   Yes  X    No            (2)   Yes      No  X
               ---      ---                  ---      ---

     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,   to  the  best  of  Company's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [  ]

            State Issuer's revenues for its most recent fiscal year:
                             December 31, 1999 - $0.



     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.

     April  14,  1999 - $475.00 There are approximately 475,000 shares of common
voting stock of the Company held by  non-affiliates.  Because  there has been no
"public market" for the Company's  common stock during the past five years,  the
Company  has  arbitrarily  valued these shares at par value of $0.001 per share.

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares  outstanding of each of the Issuer's  classes of
common  equity,  as  of  the  latest  practicable  date:

                                 March 15, 2000
                                     675,000

                       DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in Item
13  of  this  Report.

Transitional  Small  Business  Issuer  Format   Yes     No   X
                                                   ---     ---

<PAGE>



                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS.
         ------------------------

BUSINESS  DEVELOPMENT.
- ---------------------

     ORGANIZATION  AND  CHARTER  AMENDMENTS.
     -----------------------------------

     Golden  Soil,  Inc., (the "Company") was incorporated under the laws of the
State  of  Nevada,  on  May  7, 1985 as Architronics. The purposes for which the
corporation  was  organized  were to carry on any lawful business or businesses,
and  to  engage in any and every line of activity and business enterprises which
the Board of Directors may, from time to time, deem to be reasonably incident to
any  of  the  objects or purposes above-named, or to be beneficial or helpful to
the  interests  of  the  corporation,  and  to do any and all of the matters and
things  hereinabove  set forth to the extent that natural persons might or could
do,  and  in  any  part  of  the  world, either as persons, agents, contractors,
trustees  or  otherwise, alone or in the company of others. From 1985 until 1991
the  Company was dormant and undertook no activities. Beginning in the Spring of
1991 the Company explored the option of entering into a joint venture to develop
a  mining property in Mojave County, Arizona called the Chico Mines property. As
a  part  of  these activities the Company, through the sale of its common stock,
raised funds to engage the services of an independent mining engineer to prepare
a  report  on the feasibility of the project. By mid 1992 it had been determined
that  the  project  did not warrant any further investment. From that time until
1999  the  Company's  activities  concentrated  on  maintaining  its  corporate
existence  and  looking for other opportunities for the Company. In June of 1999
new  management  was  appointed, a shareholders' meeting was held, amendments to
the  Company's  Articles  of Incorporation were approved, including changing the
Company's  name  to  Golden  Soil,  Inc.,  and additional effort was made by new
management to make the Company a viable merger candidate. These efforts included
engaging  the  services  of  a  certified  Public  Accounting  firm to audit the
Company's  financial  statements,  obtaining  an  Opinion  of  Counsel as to the
tradability  of the Company's outstanding shares, preparation of the information
required  by Rule 15c2-11, and applying to the OTC Bulletin Board for trading on
the  medium.

     By  fall  of  1999, no  viable  acquisitions  or merger candidates had been
located  for  the  Company and management became aware that the Company would be
required  to  register  its  shares under the Securities Exchange Act of 1934 in
order  to  maintain its stock on the OTC Bulletin Board. On December 9, 1999 the
Company  sold  75,000  of  its  common  stock to its president and 75,000 to its
secretary  for  $7,500 to raise the costs of filing the Form 10 registration. On
December  13, 1999 the Company filed a registration statement on Form 10SB which
became  effective  sixty  days  thereafter.

     The  Company  had  an initial  authorized  capital of 2500 shares of No par
value  common  stock. On June 14, 1999 the shareholders approved an amendment to
the  Articles of Incorporation of The Company changing the authorized capital to
100,000,000  shares  at  a par value of $.001 and providing for a 200 to 1 share
forward  split  of  the outstanding shares. The Articles of Amendment were filed
with  the  State  of  Nevada  on  June  28,  1999.


BUSINESS.
- ---------

     Other than the  above-referenced  matters  and  seeking  and  investigating
potential  assets,  properties or businesses to acquire,  the Company has had no
business  operations  since  inception.    To   the   extent  that  the  Company
intends  to  continue  to  seek   the  acquisition  of   assets,   property   or
business  that  may  benefit   the   Company  and  its   stockholders,   it   is
essentially  a  corporate shell   company.   Because  the  Company  has  limited
assets  and  conducts  no  business,  management   anticipates   that  any  such
acquisition  would  require  it  to issue shares of its common stock as the sole
consideration  for the acquisition.  This may result in substantial  dilution of
the  shares of current  stockholders.  The Company's  Board of  Directors  shall
make  the  final  determination  whether to complete any such  acquisition;  the
approval  of  stockholders  will  not  be sought unless  required by  applicable
laws,  rules  and  regulations,  its  Articles  of Incorporation  or Bylaws,  or
contract.  The  Company  makes  no  assurance that any future enterprise will be
profitable  or  successful.

     The  Company is not currently engaging in any substantive business activity
and has no plans to engage in any such activity in the  foreseeable  future.  In
its present form,  the Company may be deemed to be a vehicle to acquire or merge
with  a business or company.  The Company does not intend to restrict its search
to any particular business or industry,  and the areas in which it will seek out
acquisitions,  reorganizations  or mergers may include,  but will not be limited
to, the fields of high technology,  manufacturing,  natural resources,  service,
research and development, communications,  transportation, insurance, brokerage,
finance and all medically related fields,  among others.  The Company recognizes
that the number of suitable potential business ventures that may be available to
it may be extremely  limited,  and may be  restricted  to entities who desire to
avoid what  these  entities  may deem to be the  adverse  factors  related to an
initial  public  offering  ("IPO").  The most prevalent of these factors include
substantial  time  requirements,  legal and accounting  costs,  the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the lack
of or the  inability to obtain the  required  financial  statements  for such an
undertaking,  limitations  on the  amount of  dilution  to public  investors  in
comparison to the stockholders of any such entities, along with other conditions
or requirements  imposed by various federal and state securities laws, rules and
regulations.  Any of these types of  entities,  regardless  of their  prospects,
would require the Company to issue a substantial  number of shares of its common
stock to  complete  any such  acquisition,  reorganization  or  merger,  usually
amounting to between 80 and 95 percent of the outstanding  shares of the Company
following the completion of any such  transaction;  accordingly,  investments in
any such private  entity,  if available,  would be much more  favorable than any
investment  in  the  Company.

     In  the  event that the Company engages in any transaction  resulting  in a
change of control of the  Company  and/or the  acquisition  of a  business,  the
Company  will be required to file with the Commission  a Current  Report on Form
8-K  within 15 days of such transaction.  A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired,  as well as pro
forma financial  information  consisting of a pro forma condensed balance sheet,
pro  forma  statements  of  income  and  accompanying  explanatory  notes.

     Management  intends to  consider  a number of  factors  prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be  determinative  or provide  any  assurance  of  success.  These may
include,  but will not be limited to an analysis of the quality of the  entity's
management  personnel;  the  anticipated  acceptability  of any new  products or
marketing concepts;  the merit of technological  changes;  its present financial
condition,  projected  growth potential and available  technical,  financial and
managerial  resources;  its working  capital,  history of operations  and future
prospects;  the nature of its present and expected competition;  the quality and
experience  of its  management  services  and the depth of its  management;  its
potential  for  further  research,  development  or  exploration;  risk  factors
specifically  related to its  business  operations;  its  potential  for growth,
expansion and profit;  the  perceived  public  recognition  or acceptance of its
products,  services,  trademarks  and name  identification;  and numerous  other
factors  which are  difficult,  if not  impossible,  to properly  or  accurately
analyze, let alone describe or identify, without referring to specific objective
criteria.

     Regardless,  the  results  of  operations  of any  specific  entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market  strategies,  plant or product  expansion,  changes in product  emphasis,
future management  personnel and changes in innumerable other factors.  Further,
in  the  case  of a new  business  venture  or one  that  is in a  research  and
development mode, the risks will be substantial,  and there will be no objective
criteria to examine the  effectiveness or the abilities of its management or its
business  objectives.  Also,  a firm market for its products or services may yet
need to be established,  and with no past track record, the profitability of any
such  entity  will  be  unproven  and  cannot  be  predicted with any certainty.

     Management  will  attempt  to  meet  personally  with  management  and  key
personnel  of the entity  sponsoring  any business  opportunity  afforded to the
Company,  visit and inspect material facilities,  obtain independent analysis or
verification  of  information   provided  and  gathered,   check  references  of
management  and key  personnel  and conduct other  reasonably  prudent  measures
calculated to ensure a reasonably  thorough  review of any  particular  business
opportunity;  however,  due to time constraints of management,  these activities
may  be  limited.

     The Company is unable to predict the time as to when and if it may actually
participate in any specific  business  endeavor.  The Company  anticipates  that
proposed  business  ventures  will  be made  available  to it  through  personal
contacts  of  directors,   executive   officers  and   principal   stockholders,
professional advisors, broker dealers in securities,  venture capital personnel,
members  of the  financial  community  and others  who may  present  unsolicited
proposals.  In certain cases,  the Company may agree to pay a finder's fee or to
otherwise  compensate  the persons who submit a potential  business  endeavor in
which  the  Company  eventually  participates.  Such  persons  may  include  the
Company's directors,  executive officers, beneficial owners or their affiliates.
In this  event,  such  fees may  become a factor  in  negotiations  regarding  a
potential acquisition and,  accordingly,  may present a conflict of interest for
such  individuals.

     Although the Company has not identified any potential  acquisition  target,
the possibility  exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors,  beneficial owners
or their affiliates may have an ownership interest.  Current Company policy does
not  prohibit  such  transactions.  Because  no such  transaction  is  currently
contemplated,  it is impossible to estimate the potential  pecuniary benefits to
these  persons.

     Further,  substantial fees are often paid in connection with the completion
of these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders,  after deduction of legal,  accounting and other related expenses, and
it is not  unusual  for a  portion  of  these  fees  to be paid  to  members  of
management or to principal  stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them.  In the event that
such  fees are paid,  they may  become a factor in  negotiations  regarding  any
potential acquisition by the Company and, accordingly, may present a conflict of
interest  for  such  individuals.


PRINCIPAL  PRODUCTS  AND  SERVICES.
- --------------------------------

     The  limited  business  operations  of the  Company,  as now  contemplated,
involve those of a corporate shell company. The only activities to be  conducted
by the Company are to  manage its  current  limited  assets  and to seek out and
investigate the  acquisition of any viable business  opportunity by purchase and
exchange for securities of the Company or pursuant to a reorganization or merger
through  which  securities  of  the  Company  will  be  issued  or  exchanged.

DISTRIBUTION  METHODS  OF  THE  PRODUCTS  OR  SERVICES.
- -------------------------------------------------

     Management will seek out and  investigate  business  opportunities  through
every reasonably available fashion, including personal contacts,  professionals,
securities broker dealers,  venture capital personnel,  members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its  availability as a vehicle to bring a company to the public market
through  a  "reverse"  reorganization  or  merger.

STATUS  OF  ANY  PUBLICLY  ANNOUNCED  NEW  PRODUCT  OR  SERVICE.
- --------------------------------------------------------

     None;  not  applicable.

COMPETITIVE  BUSINESS  CONDITIONS.
- --------------------------------

     Management  believes  that there are  literally  thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company;  many
of  these  companies  have   substantial   current  assets  and  cash  reserves.
Competitors  also  include  thousands  of other  publicly-held  companies  whose
business  operations  have proven  unsuccessful,  and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a private
entity may have access to the public capital markets. There is no reasonable way
to predict the  competitive  position of the Company or any other  entity in the
strata of these endeavors;  however, the Company, having limited assets and cash
reserves,  will no doubt be at a  competitive  disadvantage  in  competing  with
entities which have recently  completed  IPO's,  have significant cash resources
and have recent operating  histories when compared with the complete lack of any
substantive  operations  by  the  Company  for  the  past  several  years.

SOURCES  AND  AVAILABILITY  OF  RAW  MATERIALS AND NAMES OF PRINCIPAL SUPPLIERS.
- --------------------------------------------------------------------------

     None;  not  applicable.

DEPENDENCE  ON  ONE  OR  A  FEW  MAJOR  CUSTOMERS.
- -------------------------------------------

     None;  not  applicable.

PATENTS,  TRADEMARKS,  LICENSES,  FRANCHISES,  CONCESSIONS,  ROYALTY  AGREEMENTS
OR  LABOR  CONTRACTS.
- --------------------------------------------------------------------------

     None;  not  applicable.

NEED  FOR  ANY  GOVERNMENTAL  APPROVAL  OF  PRINCIPAL  PRODUCTS  OR  SERVICES.
- ---------------------------------------------------------------------

     Because the Company currently  produces no products or services,  it is not
presently subject to any governmental regulation in this regard. However, in the
event that the Company  engages in a merger or acquisition  transaction  with an
entity  that  engages  in  such  activities,  it  will  become  subject  to  all
governmental  approval  requirements  to which the merged or acquired  entity is
subject.

EFFECT  OF  EXISTING  OR  PROBABLE  GOVERNMENTAL  REGULATIONS  ON  BUSINESS.
- -------------------------------------------------------------------

     The integrated  disclosure system for small business issuers adopted by the
Commission  in  Release  No.  34-30968  and  effective  as of August  13,  1992,
substantially  modified the information  and financial  requirements of a "Small
Business  Issuer,"  defined to be an issuer  that has  revenues of less than $25
million;  is a U.S. or Canadian issuer; is not an investment  company;  and if a
majority-owned subsidiary, the parent is also a small business issuer; provided,
however,  an entity is not a small business issuer if it has a public float (the
aggregate  market  value  of  the  issuer's   outstanding   securities  held  by
non-affiliates)  of  $25  million  or  more.

     The  Commission,  state  securities  commissions  and  the  North  American
Securities Administrators Association, Inc. ("NASAA") have expressed an interest
in adopting  policies that will streamline the registration  process and make it
easier for a small business issuer to have access to the public capital markets.
The present laws, rules and regulations  designed to promote availability to the
small  business  issuer of these  capital  markets and similar  laws,  rules and
regulations  that may be  adopted  in the future  will  substantially  limit the
demand for "blank  check"  companies  like the Company,  and may make the use of
these  companies  obsolete.

RESEARCH  AND  DEVELOPMENT.
- -------------------------

     None;  not  applicable.

COST  AND  EFFECTS  OF  COMPLIANCE  WITH  ENVIRONMENTAL  LAWS.
- -------------------------------------------------------

     None; not applicable.  However,  environmental  laws, rules and regulations
may have an adverse  effect on any business  venture viewed by the Company as an
attractive  acquisition,  reorganization or merger candidate,  and these factors
may further  limit the number of potential  candidates  available to the Company
for  acquisition,  reorganization  or  merger.

NUMBER  OF  EMPLOYEES.
- --------------------

     None.

ITEM  2.  DESCRIPTION  OF  PROPERTY.
         -----------------------

     The  Company  has no assets, property or business; its principal  executive
office  address  and  telephone  number  are the  business  office  address  and
telephone  number  of  its corporate secretary, and are currently provided at no
cost.  Because  the  Company  has  had  no  business,  its  activities  will  be
limited  to  keeping itself in good standing in the State of Nevada, seeking out
acquisitions,   reorganizations   or  mergers  and   preparing  and  filing  the
appropriate  reports  with  the  Securities  and  Exchange  Commission.   These
activities  have  consumed  an  insubstantial  amount  of  management's  time.

ITEM  3.  LEGAL  PROCEEDINGS.
         ------------------

     The  Company  is  not a  party  to any  pending  legal  proceeding.  To the
knowledge  of  management,  no federal,  state or local  governmental  agency is
presently  contemplating  any  proceeding  against  the  Company.  No  director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the  Company's  common stock is a party  adverse to
the Company or has a material interest adverse to the Company in any proceeding.

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

     No matter was submitted to a vote of the Company's  security holders during
the  fourth  quarter  of  the  calendar  year  covered  by  this  Report.






                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.
         ---------------------------------------------------------

MARKET  INFORMATION
- ------------------

     There is no  "public  market"  for shares of common  stock of the  Company.
The  Company  has  made  an  application  to have its Common Stock traded in the
over-the-counter  market and quotations are published on the OTC Bulletin Board.
Its  application  has not been finalized and no trading symbol has been assigned
to  the  Company.

     Inclusion  on  the  OTC  Bulletin  Board  permits  price quotations for the
Company's  shares  to be published by such service.  The Company is not aware of
any  established  trading market for its common stock nor is there any record of
any  reported trades in the public market in recent years.  Although the Company
anticipates  that  its  application to the OTC Bulletin Board will ultimately be
completed,  the  Company does not expect its shares to be traded actively in the
public  market  until  such  time as a merger or acquisition can be consummated.


     The  ability  of  an  individual  shareholder  to  trade  their shares in a
particular  state may be subject to various rules and regulations of that state.
A  number  of  states require that an issuer's securities be registered in their
state  or  appropriately  exempted  from  registration before the securities are
permitted  to  trade  in  that  state.  Presently,  the  Company has no plans to
register  its  securities  in  any  particular  state.  Further, most likely the
Company's  shares  will  be  subject to the provisions of Section 15(g) and Rule
15g-9  of  the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
commonly  referred  to  as  the  "penny  stock"  rule.  Section 15(g) sets forth
certain  requirements  for  transactions  in  penny  stocks and Rule 15g-9(d)(1)
incorporates  the  definition  of penny stock as that used in Rule 3a51-1 of the
Exchange  Act.

     The Commission generally defines penny stock to be any equity security that
has  a  market  price  less than $5.00 per share, subject to certain exceptions.
Rule  3a51-1 provides that any equity security is considered to be a penny stock
unless  that  security  is:  registered  and  traded  on  a  national securities
exchange  meeting  specified  criteria  set  by  the  Commission; authorized for
quotation on The NASDAQ Stock Market; issued by a registered investment company;
excluded from the definition on the basis of price (at least $5.00 per share) or
the  issuer's  net  tangible  assets;  or  exempted  from  the definition by the
Commission.  If  the Company's shares are deemed to be a penny stock, trading in
the  shares will be subject to additional sales practice requirements on broker-
dealers  who  sell  penny stocks to persons other than established customers and
accredited  investors,  generally persons with assets in excess of $1,000,000 or
annual  income  exceeding  $200,000,  or  $300,000  together  with their spouse.

     For transactions covered by these rules, broker-dealers must make a special
suitability  determination  for  the  purchase  of such securities and must have
received  the  purchaser's  written  consent  to  the  transaction  prior to the
purchase.  Additionally,  for  any  transaction  involving a penny stock, unless
exempt,  the  rules  require  the delivery, prior to the first transaction, of a
risk  disclosure  document relating to the penny stock market.  A broker- dealer
also  must  disclose  the  commissions payable to both the broker-dealer and the
registered  representative, and current quotations for the securities.  Finally,
monthly  statements  must  be  sent  disclosing recent price information for the
penny  stocks held in the account and information on the limited market in penny
stocks.  Consequently, these rules may restrict the ability of broker-dealers to
trade  and/or maintain a market in the Company's Common stock and may affect the
ability  of  shareholders  to  sell  their  shares.


HOLDERS
- -------

     The number of record  holders of the Company's  common stock as of the date
of  this  Report  is  approximately  32.

DIVIDENDS
- ---------

     The  Company has not declared any cash dividends with respect to its common
stock and does not intend to declare  dividends in the foreseeable  future.  The
future dividend policy of the Company cannot be ascertained  with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material  restrictions  limiting,  or that are  likely to limit,  the  Company's
ability  to  pay  dividends  on  its  common  stock.

SALES  OF  "UNREGISTERED" AND "RESTRICTED" SECURITIES OVER THE PAST THREE YEARS.
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Name  and  Address                  Date        Number  of  Shares              Consideration
- ----------------                 ---------      -------------------             -------------
<S>                            <C>              <C>                             <C>
Jeff  Larrabee     (1)            12/09/99                  75,000                    $3,750
372  East  12600  South           07/02/99                  25,000                    $5,000
Draper,  Utah  84020

Shawni  Larrabee  (1)             12/09/99                  75,000                    $3,750
372  East  12600  South           07/02/99                  25,000                    $5,000
Draper  Utah  84020

Brian  Orth  (2)                  12/18/91                  30,000                    $1,800
9939  So.  Orchard  View  Dr.
South  Jordan,  Utah  84095

Melinda  Orth                     12/18/91                  28,000                    $1,680
9939  So.  Orchard  View  Dr.
South  Jordan,  Utah  84095

<FN>

(1)  Mr.  and  Mrs.  Larrabee  are  husband  and  wife

(2)  Mr.  And  Mrs.  Orth  are  husband  and  Wife.

*  All  shares  sold were common shares, were sold for cash with no discounts or
commissions  paid,  and were sold pursuant to exemptions from registration under
Sections  4(2)  and  4(6)  of  the  Securities  Act  of  1933.
</TABLE>


ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.
         ----------------------------------------------------------

PLAN  OF  OPERATION.
- ------------------

     The Company has not engaged in any material  operations or had any revenues
from  operations  since  inception.  The  Company's  plan  of operation  for the
next  12  months  is  to  continue  to  seek  the  acquisition  of  assets,
properties  or  businesses  that  may  benefit  the  Company  and  its
stockholders.  Management anticipates that to achieve any such acquisition,  the
Company will issue shares of its common stock as the sole consideration for such
acquisition.

     During the next 12 months, the Company's only foreseeable cash requirements
will  relate to  maintaining  the  Company in good  standing  or the  payment of
expenses  associated  with  reviewing or  investigating  any potential  business
venture,  which  the  Company  expects  to pay from its  cash  resources.  As of
December  31,  1999, it had no cash or cash  equivalents. It is a certainty that
additional  funds  will  be  required  to  meet  even  the  minimal  obligations
envisioned  herein. Such funds may be  advanced  by  management  or stockholders
in  return  for  the issuance of common shares of the Company or as loans to the
Company.  However, any such loan should not exceed  $25,000 and will be on terms
no  less  favorable  to  the  Company  than would be available from a commercial
lender  in  an  arm's  length  transaction.  As  of the date of this Report, the
Company  is  not  engaged  in any  negotiations  with any person  regarding  any
such  venture.

RESULTS  OF  OPERATIONS.
- ----------------------

     Other  than restoring and maintaining  its good  corporate  standing in the
State  of  Nevada,  obtaining  an  audit  of the Company's financial statements,
submitting  the  Company's  common stock for quotation on the NASD OTC Bulleting
Board,  and  the  filing  of  a  Form  10  Registration,  the Company has had no
material  business  operations  in  the  three  most  recent  calendar  years.

     At  December  31,  1999,  the  Company's  had  total assets of $0.  See the
Index  to  Financial  Statements,  Item  7  of  this  Report.

     During  the calendar year ended  December  31, 1999,  the Company had a net
loss  of  $18,000.  The  Company has received no revenues in either of its three
most  recent  calendar  years.  See the Index to Financial Statements, Item 7 of
this  Report.

LIQUIDITY.
- ---------

     During  the fiscal years ended  December 31, 99, 98, and 97 the Company has
been able to pay its expenses and costs through the private sale of its stock to
officers  and  directors of the Company. As of December 31, 1999 the Company had
$0  in  cash  or  cash equivalents on hand. The Company anticipates that this it
have  to  raise  additional funds through the sale of stock or borrowing just to
maintain  the  corporate existence of the Company and to maintain the Company on
the  OTC Bulletin Board. No assurance can be given that the Company will be able
to  raise  these  funds.

RECENT  ACCOUNTING  PRONOUNCEMENTS.
- --------------------------------

     The  Financial  Accounting Standards Board ("FASB") has issued Statement of
Financial  Accounting  Standard  ("SFAS")  No.  128,  "Earnings  Per  Share" and
Statement  of Financial Accounting Standards No. 129 "Disclosures of Information
About  an Entity's Capital Structure."  SFAS No. 128 provides a different method
of  calculating  earnings  per  share  than is currently used in accordance with
Accounting  Principles  Board Opinion No. 15, "Earnings Per Share." SFAS No. 128
provides  for  the  calculation  of  "Basic"  and "Dilutive" earnings per share.
Basic earnings per share includes no dilution and is computed by dividing income
available to common shareholders by the weighted average number of common shares
outstanding  for  the period.  Diluted earnings per share reflects the potential
dilution of securities that could share in the earnings of an entity, similar to
fully  diluted  earnings  per  share.  SFAS  No.  129  establishes standards for
disclosing  information  about  an entity's capital structure.  SFAS No. 128 and
SFAS  No.  129  are effective for financial statements issued for periods ending
after  December  15,  1997.  Their  implementation  is  not  expected  to have a
material  effect  on  the  financial  statements.

     The FASB has also issued SFAS No. 130, "Reporting Comprehensive Income" and
SFAS  No.  131,  "Disclosures  about  Segments  of  an  Enterprise  and  Related
Information."  SFAS  No.  130 establishes standards for reporting and display of
comprehensive  income,  its  components and accumulated balances.  Comprehensive
income  is  defined to include all changes in equity except those resulting from
investments  by  owners  and  distributions to owners.  Among other disclosures,
SFAS  No.  130  requires that all items that are required to be recognized under
current  accounting  standards as components of comprehensive income be reported
in  a  financial  statement  that  displays  with  the  same prominence as other
financial  statements.  SFAS No. 131 supersedes SFAS No. 14 "Financial Reporting
for  Segments  of a Business Enterprise."  SFAS No. 131 establishes standards on
the  way  that  public  companies  report  financial information about operating
segments  in  annual  financial  statements  and  requires reporting of selected
information  about  operating segments in interim financial statements issued to
the public.  It also establishes standards for disclosure regarding products and
services,  geographic areas and major customers.  SFAS No. 131 defines operating
segments  as  components of a company about which separate financial information
is  available  that is evaluated regularly by the chief operating decision maker
in  deciding  how  to  allocate  resources  and  in  assessing  performance.

     SFAS  130  and  131  are  effective  for  financial  statements for periods
beginning  after  December  15,  1997  and  requires comparative information for
earlier  years  to  be restated.  Management believes that the implementation of
the  new  standards  will  not have a material effect on the Company's financial
statements.

     The  FASB  has  also  issued  SFAS  No  132.  "Employers' Disclosures about
Pensions  and other Post-retirement Benefits," which standardizes the disclosure
requirements  for  pensions  and  other  Post-retirement  benefits  and requires
additional  information on changes in the benefit obligations and fair values of
plan  assets  that will facilitate financial analysis. SFAS No. 132 is effective
for years beginning after December 15, 1997 and requires comparative information
for  earlier  years  to  be  restated,  unless  such  information is not readily
available.  Management  believes  the  adoption  of  this statement will have no
material  impact  on  the  Company's  financial  statements.

     In  June  1998,  the  FASB  issued SFAS No. 133, "Accounting for Derivative
Instruments  and  Hedging  Activities"  which  requires  companies  to  record
derivatives  as  assets or liabilities, measured at fair market value.  Gains or
losses  resulting  from  changes  in  the  values  of those derivatives would be
accounted  for  depending  on the use of the derivative and whether it qualifies
for  hedge  accounting.  The  key  criterion  for  hedge  accounting is that the
hedging relationship must be highly effective in achieving offsetting changes in
fair  value or cash flows.  SFAS No. 133 is effective for all fiscal quarters of
fiscal years beginning after June 15, 1999.  Management believes the adoption of
this  statement  will  have  no  material  impact  on  the  Company.

ITEM  7.  FINANCIAL  STATEMENTS.
         ---------------------



                               GOLDEN SOIL,  INC.

                         FINANCIAL STATEMENTS AND REPORT

                   OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                    DECEMBER  31, 1999 AND DECEMBER 31, 1998






<PAGE>




                     [LETTERHEAD ANDERSEN ANDERSEN & STRONG]


Board  of  Directors
Golden  Soil,  Inc.
Salt  Lake  City,  Utah

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We  have  audited  the  accompanying  balance  sheets  of  Golden Soil, Inc.  (a
development  stage company) at  December 31, 1999  and December 31, 1998 and the
statements  of  operations,  stockholders' equity, and cash flows for the  years
ended  December  31,  1999,  1998,  and 1997 and the period May 7, 1985 (date of
inception)  to  December  31,  1999.  These  financial  statements  are  the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the financial position of Golden Soil, Inc.  at  December
31, 1999 and December 31, 1998,  and the results of  operations, and  cash flows
for  the  years  ended December 31, 1999,  1998,  and 1997 and the period May 7,
1985  (date  of  inception)  to  December 31, 1999, in conformity with generally
accepted  accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  The  Company  has  been  in the
development  stage  since  its  inception and has suffered recurring losses from
operations  and  will  need  additional working capital for any future activity,
which  raises  substantial  doubt  about  its  ability  to  continue  as a going
concern.  Management's plans in regard to these matters are described in Note 4.
These financial statements do not include any adjustments that might result from
the  outcome  of  this  uncertainty.

/s/  ANDERSEN  ANDERSEN  &  STRONG

Salt  Lake  City,  Utah
February  10,  2000


<PAGE>
<TABLE>
<CAPTION>


                               GOLDEN SOIL,  INC.
                          ( DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                    DECEMBER 31, 1999  AND DECEMBER 31, 1998

                                                           DEC 31,    DEC 31,
<S>                                                       <C>        <C>
                                                              1999       1998
                                                          ---------  ---------
ASSETS

CURRENT ASSETS

Cash . . . . . . . . . . . . . . . . . . . . . . . . . .  $      -   $      -
                                                          ---------  ---------
  Total Current Assets . . . . . . . . . . . . . . . . .  $      -   $      -
                                                          =========  =========



LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable . . . . . . . . . . . . . . . . . . . .  $    500   $      -
                                                          ---------  ---------
Total Current Liabilities. . . . . . . . . . . . . . . .       500          -
                                                          ---------  ---------


STOCKHOLDERS' EQUITY

Common stock
        100,000,000 shares authorized, at $0.001 par
        value; 675,000 shares issued and outstanding on
 December 31, 1999; 475,000 on December 31, 1998 . . . .       675        475

Capital in excess of par value . . . . . . . . . . . . .    44,325     27,025

    Deficit accumulated during the development stage . .   (45,500)   (27,500)
                                                          ---------  ---------

Total Stockholders' Equity (deficiency). . . . . . . . .      (500)         -
                                                          ---------  ---------
                                                          $      -   $      -
                                                          =========  =========
</TABLE>



   The accompanying notes are an integral part of these financial statements.



<PAGE>
<TABLE>
<CAPTION>


                                GOLDEN SOIL, INC.
                           ( DEVELOPMENT STAGE COMPANY)
                             STATEMENTS OF OPERATIONS
            FOR THE YEARS ENDED DECEMBER 31, 1999,  1998 AND 1997 AND
         THE PERIOD MAY 7, 1985 (DATE OF INCEPTION) TO DECEMBER 31, 1999




                                                               MAY 7, 1985
                         DEC 31,     DEC 31,   DEC 31,    (DATE OF INCEPTION) TO
                          1999         1998      1997         DEC  31, 1999
                      -------------  --------  --------    ----------------------
<S>                   <C>            <C>       <C>       <C>
REVENUES . . . . . .  $          -   $      -  $      -  $                  -

EXPENSES . . . . . .        18,000          -         -                45,500
                      -------------  --------  --------  ---------------------
NET LOSS . . . . . .  $    (18,000)  $      -  $      -  $            (45,500)
                      =============  ========  ========  =====================




NET LOSS PER COMMON
SHARE

Basic. . . . . . . .  $       (.03)  $      -  $      -
                      -------------  --------  --------



AVERAGE  OUTSTANDING
    SHARES

     Basic . . . . .       512,500    475,000   475,000
                      -------------  --------  --------



</TABLE>


   The accompanying notes are an integral part of these financial statements.


<PAGE>
<TABLE>
<CAPTION>

                                      GOLDEN SOIL,  INC.
                                 ( DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF CHANGES  IN STOCKHOLDERS' EQUITY
                            PERIOD MAY 7, 1985 (DATE OF INCEPTION)
                                     TO DECEMBER 31, 1999

                                                  Common Stock         CAPITAL In
                                                ---------------------   EXCESS OF   ACCUMULATED
                                                SHARES       AMOUNT     PAR VALUE     DEFICIT
                                              ----------  ------------  ----------  ---------
<S>                                           <C>         <C>           <C>         <C>
BALANCE MAY 7,  1985 (date of inception) . .           -  $          -  $        -  $      -

Issuance of common stock for cash. . . . . .      50,000            50       2,950         -
   at $.06 - May 22, 1991

Issuance of common stock for cash. . . . . .      75,000            75       4,425         -
   at $.06 - July  16, 1991

Issuance of common stock for cash
    at $.06 - October 21, 1991 . . . . . . .     150,000           150       8,850         -

Issuance of common stock for cash
    at $.06  - December 18, 1991 . . . . . .     100,000           100       5,900         -

Net operating loss for the year ended
   December 31, 1991 . . . . . . . . . . . .           -             -           -   (22,500)

Issuance of common stock for cash
    at $.05 - February 27, 1992. . . . . . .     100,000           100       4,900         -

Net operating loss for the year ended
    December 31, 1992. . . . . . . . . . . .           -             -           -    (5,000)
                                                 --------        -------     ------   -------
BALANCE DECEMBER 31, 1998. . . . . . . . . .     475,000           475      27,025   (27,500)

Issuance of common stock for cash at $.20 -
    private placement - July 2, 1999 . . . .      50,000            50       9,950         -

Issuance of common stock for cash at $.05 -
    private placement - December 9, 1999 . .     150,000           150       7,350         -

Net operating loss for the year ended
    December 31, 1999. . . . . . . . . . . .           -             -           -   (18,000)
                                                 --------        -------     ------   -------

BALANCE DECEMBER 31, 1999. . . . . . . . . .     675,000  $        675  $   44,325  $(45,500)
                                              ==========  ============  ==========  =========


</TABLE>



   The accompanying notes are an integral part of these financial statements.

<PAGE>
<TABLE>
<CAPTION>


                                       GOLDEN  SOIL,   INC.
                                   ( DEVELOPMENT STAGE COMPANY)
                                     STATEMENT OF CASH FLOWS
                     FOR THE  YEARS ENDED DECEMBER 31, 1999,  1998,  AND 1997
              AND THE PERIOD MAY 7, 1985 (DATE  OF  INCEPTION) TO DECEMBER 31, 1999




                                           MAY 7, 1985
                                             DEC 31,     DEC 31,   DEC 31,   (DATE OF INCEPTION)
                                              1999         1998      1997      TO SEPT 30, 1999
                                          -------------  --------  --------  --------------------
<S>                                       <C>            <C>       <C>       <C>
CASH FLOWS FROM
OPERATING ACTIVITIES

Net loss . . . . . . . . . . . . . . . .  $    (18,000)  $      -  $      -  $           (45,500)

Adjustments to reconcile net loss to
net cash provided by operating
activities

      Changes in accounts payable. . . .           500                                       500

Net Cash Used in Operations. . . . . . .       (17,500)         -         -              (45,000)
                                          -------------  --------  --------  --------------------

CASH FLOWS FROM INVESTING
ACTIVITIES . . . . . . . . . . . . . . .             -          -         -                    -
                                          -------------  --------  --------  --------------------

CASH FLOWS FROM FINANCING
ACTIVITIES

  Proceeds from issuance of common stock
                                                17,500          -         -               45,000
                                          -------------  --------  --------  --------------------

Net Increase (Decrease) in Cash. . . . .             -          -         -                    -



Cash at Beginning of Period. . . . . . .             -          -         -                    -
                                          -------------  --------  --------  --------------------


Cash at End of Period. . . . . . . . . .  $          -   $      -  $      -  $                 -
                                          =============  ========  ========  ====================



</TABLE>
   The accompanying notes are an integral part of these financial statements.

<PAGE>
                               GOLDEN  SOIL,  INC.
                          ( DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS



1.     ORGANIZATION

The  Company  was  incorporated  under the laws of the State of Nevada on May 7,
1985  with  the  name  of  Architronics  with  authorized common stock of  2,500
shares  with  no  par value.  On June 28, 1999  the authorized capital stock was
increased  to 100,000,000 shares with a par value of $0.001 in connection with a
name  change  to  Golden  Soil  Inc.

On  June  28,  1999  the  Company  completed a forward common stock split of 200
shares  for each outstanding  share. This report has been prepared showing after
stock  split  shares  with  a  par  value  of  $.001  from  inception.

The  Company is in the development stage and has been engaged in the activity of
seeking  developmental  mining  properties  and  was  inactive  after  1992.

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Accounting  Methods
- -------------------

The  Company  recognizes  income  and  expenses  based  on the accrual method of
accounting.

Dividend  Policy
- ----------------

The  Company  has  not  adopted  a  policy  regarding  payment  of  dividends.

Income  Taxes
- -------------

On  December  31, 1999, the Company  had a  net operating loss  carry forward of
$45,500.  The  tax benefit from the loss carry forward  has been fully offset by
a  valuation reserve because the use of the future tax benefit is undeterminable
since  the  Company  has  no  operations.  The  net  operating  loss will expire
starting  in  2007  through  2119.

Earnings  (Loss)  Per  Share
- ----------------------------

Earnings  (loss)  per  share  amounts are computed based on the weighted average
number  of  shares  actually  outstanding,  after  the  stock  split.

Financial  Instruments
- ----------------------

The  carrying amounts of financial instruments, including accounts payable,  are
considered  by  management  to  be  their  estimated  fair  values.




<PAGE>
- ------

                               GOLDEN  SOIL,  INC.
                          ( DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)



2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

Estimates  and  Assumptions
- ---------------------------

Management  uses  estimates and assumptions in preparing financial statements in
accordance  with  generally accepted accounting principles.  Those estimates and
assumptions  affect  the  reported  amounts  of  the assets and liabilities, the
disclosure  of  contingent assets and liabilities, and the reported revenues and
expenses.  Actual  results  could  vary  from the estimates that were assumed in
preparing  these  financial  statements.

3.  RELATED  PARTY  TRANSACTIONS

The  statement of changes in stockholder's equity shows 675,000 shares of common
stock  outstanding  of  which  200,000   shares  were issued to related parties.

4.  GOING  CONCERN

The Company will need additional working capital to be successful in its planned
operations.

Continuation  of  the  Company  as  a  going concern is dependent upon obtaining
additional working capital for any future planned activity and the management of
the  Company  has  developed  a strategy, which it believes will accomplish this
objective  through  equity  funding,  and long term financing, which will enable
the  Company  to  operate  for  the  coming  year.

There  can  be  no  assurance that the Company can be successful in this effort.




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

     None,  Not  applicable


                                    PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.
- --------------------------------------------------

IDENTIFICATION  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS
- --------------------------------------------------

     The  following  table sets  forth the names of all  current  directors  and
executive  officers  of the  Company.  These  persons  will serve until the next
annual  meeting of the  stockholders  or until their  successors  are elected or
appointed  and qualified, or their prior resignation or termination. In addition
the table sets forth the same information as to all persons who were officers or
directors  during  the year of 1999 but who are no longer officers or directors.


<TABLE>
<CAPTION>

                                               Date  of             Date  of
                    Positions                  Election  or        Termination
Name                  Held                     Designation       or  Resignation
- ----               ----------                  -----------       ---------------
<S>                <C>                         <C>               <C>
Jeff  Larrabee          Director                  04/09/99                  (2)
                        President                 07/05/99

Shawni  Larrabee        Director                  04/09/99                  (2)
                        Secretary/Treasurer       07/05/99

Jon  Heidelberger       President, Director       08/10/90             07/05/99

Loretta Heidelberger    Secretary, Treasurer,
                        Director                  08/10/90             07/05/99

Shalise Hancey          Director                  08/10/90             07/05/99

<FN>
(1)  Mr.  &  Mrs.  Larrabee  and  Mr.  & Mrs. Heidelberger are husband and wife.
(2)  These  persons  presently  serve  in  the  capacities  indicated.

</TABLE>

Business  Experience.
- ---------------------


Mr.  Larrabee  is presently Secretary and Director of McLarran Business Filings,
Inc.  ,a SEC EDGAR (R) filing service that he helped to co-found in 1998.  Since
September  of  1999 he has also been employed in the manufacturing industry with
Envirotech  Pump Systems in Salt Lake City, Utah.  Prior to that he was employed
for  11 years by Flowserve Corporation, formerly known as Valtek Incorporated, a
company  in  the  same  industry.  He  is  the  husband  of  Shawni  Larrabee.

Mrs.  Larrabee  is  presently  President  and  Chairman of the Board of McLarran
Business  Filings, Inc., a SEC EDGAR (R) filing service that she helped co-found
in  1998.  From  June  of 1997 until October 1999 she was employed as the office
manager  for  a  law  firm specializing in securities and business matters.  She
holds  a Bachelor of Science degree in Biology from the University of Utah which
she  received  in  1997.  She  is  the  wife  of  Jeff  Larrabee.

Mr.  Heidelberger  has  for the last three years been employed in the automotive
industry  in  a  sales  position. Prior to that, for ten years, he owned his own
business  in  the  food retail industry. He holds a Bachelors degree in business
from  Saint  Joseph  Unversity.  He  is  the  husband  of Lorretta Heidelberger.

Mrs. Heidelberger has been, for the last ten years, employed by a Salt Lake City
health  maintenance  corporation  to  process  proprietary  financial  data.  In
addition  she  assisted  her  husband  when they owned their own business in the
retail  food  industry.  She holds a Bachelor of Science degree from Westchester
University.  She  is  the  wife  of  Jon  Heidelberger.

Ms. Hancey has been employed for the past 6 years as an executive assistant to a
Salt  Lake  City based firm which advises small businesses in a number of areas,
including  record  creation  and retention, preparation of business profiles and
marketing  packages, and the posturing of a business to emphasize its strengths.



SIGNIFICANT  EMPLOYEES.
- ----------------------

     The Company has no employees  who are not executive  officers,  but who are
expected  to  make  a  significant  contribution  to  the  Company's  business.

FAMILY  RELATIONSHIPS.
- ---------------------

     Jeff  Larrabee  and  Shawni Larrabee, the present officers and directors of
the  Company  are  husband  and  wife.

INVOLVEMENT  IN  CERTAIN  LEGAL  PROCEEDINGS.
- -----------------------------------------

     Except as stated  above,  during the past five years,  no director,  person
nominated to become a director, executive officer, promoter or control person of
the  Company:

          (1) was a general partner or executive officer of any business against
     which  any  bankruptcy  petition  was  filed,  either  at the  time  of the
     bankruptcy  or  two  years  prior  to  that  time;

          (2) was  convicted  in a  criminal  proceeding  or named  subject to a
     pending criminal  proceeding  (excluding traffic violations and other minor
     offenses);

          (3) was  subject to any order,  judgment or decree,  not  subsequently
     reversed,  suspended or vacated,  of any court of  competent  jurisdiction,
     permanently  or  temporarily  enjoining,  barring,  suspending or otherwise
     limiting his  involvement  in any type of business,  securities  or banking
     activities;  or

          (4)  was  found  by a  court  of  competent  jurisdiction  (in a civil
     action),  the Securities and Exchange  Commission or the Commodity  Futures
     Trading  Commission  to have  violated  a federal  or state  securities  or
     commodities  law,  and the  judgment  has not been  reversed,  suspended or
     vacated.


COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT
- -------------------------------------------------

     Shawni  Larrabee  filed  a  Form  3,  Initial  Statement  of  Beneficial
Ownership  of  Securities on or about February 14, 2000, and Jeff Larrabee filed
his  Form  3  on  February  16,  2000,  both  filings  being  timely.


ITEM  10.  EXECUTIVE  COMPENSATION.
         -----------------------

     The  following  table  sets  forth the aggregate  compensation  paid by the
Company  for  services  rendered  during  the  periods  indicated:

<TABLE>
<CAPTION>

                           SUMMARY  COMPENSATION  TABLE

                             Long  Term  Compensation
                    Annual  Compensation         Awards     Payouts
(a)             (b)        (c)    (d)    (e)     (f)      (g)     (h)    (i)

                                                    Secur-
                                                    ities         All
Name  and      Year  or                  Other   Rest-   Under-   LTIP  Other
Principal      Period     Salary  Bonus  Annual  ricted  lying    Pay-  Comp-
Position       Ended        ($)   ($)    Compen  Stock   Options  outs  ensat'n
- -------------------------------------------------------------------------------
<S>           <C>         <C>    <C>     <C>     <C>    <C>      <C>    <C>
Jeff
Larrabee         12/31/99     0      0       0       0       0       0      0
Pres,  Dir,      12/31/98     0      0       0       0       0       0      0
                 12/31/97     0      0       0       0       0       0      0


Shawni           12/31/99     0      0       0       0       0       0      0
Larrabee         12/31/98     0      0       0       0       0       0      0
Sec/Treas,       12/31/97     0      0       0       0       0       0      0
Director

Jon              12/31/98     0      0       0       0       0       0      0
Heildelberger    12/31/97     0      0       0       0       0       0      0
Pres,  Dir       12/31/96     0      0       0       0       0       0      0

Loretta          12/31/99     0      0       0       0       0       0      0
Heidelberger     12/31/98     0      0       0       0       0       0      0
Sec/Treas,  Dir  12/31/97     0      0       0       0       0       0      0

Shalise          12/31/99     0      0       0       0       0       0      0
Hancey           12/31/97     0      0       0       0       0       0      0
Director         12/31/97     0      0       0       0       0       0      0

<FN>
*  Jeff  and  Shawni  Larrabee became directors on April 9, 1999 and officers on
July  5,  1999. Jon and Loretta Heidelberger served as officers and directors of
the  Company from August 10, 1990 until July 5, 1999. Shalise Hancey served as a
director  of  the  Company  from  August  10,  1990  until  July  5,  1999
</TABLE>

COMPENSATION  OF  DIRECTORS.
- --------------------------

     There  are  no  standard  arrangements  pursuant  to  which  the  Company's
directors are compensated for any services  provided as director.  No additional
amounts are payable to the Company's  directors for committee  participation  or
special  assignments.

     There are no arrangements  pursuant to which any of the Company's directors
was  compensated  during the  Company's  last  completed  calendar  year for any
service  provided  as  director.

EMPLOYMENT  CONTRACTS  AND  TERMINATION  OF  EMPLOYMENT  AND
CHANGE-IN-CONTROL  ARRANGEMENTS.
- ------------------------------------------------

     There are no  employment  contracts,  compensatory  plans or  arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any  such  person  because  of his  or  her  resignation,  retirement  or  other
termination  of  employment  with the Company or any  subsidiary,  any change in
control of the Company, or a change in the person's responsibilities following a
change  in  control  of  the  Company.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT.
         ---------------------------------------------------------------

SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS.
- ------------------------------------------------

     The  following  table sets forth the  shareholdings  of those  persons  who
beneficially  own more than five percent of the Company's common stock as of the
date  of this Report, with the computations being based upon 675,000  shares  of
common  stock  being  outstanding,  unless  otherwise  noted.

<TABLE>
<CAPTION>

                                                      Percentage
Name  and  Address                Number  owned     of  Outstanding
- ----------------                 -------------     ----------------
<S>                            <C>                 <C>
Jeff  Larrabee     (1)                 100,000              14.8%
372  West  12600  South
Draper,  Utah  84020

Shawni  Larrabee  (1)                  100,000              14.8%
372  West  12600  South
Draper  Utah  84020

Brian  Orth  (2)                        30,000               4.4%
9939  So.  Orchard  View  Dr.
South  Jordan,  Utah  84095

Melinda  Orth                           28,000               4.1%
9939  So.  Orchard  View  Dr.
South  Jordan,  Utah  84095
<FN>
(1)  Mr.  and  Mrs.  Larrabee  are  husband  and  wife
(2)  Mr.  And  Mrs.  Orth  are  husband  and  Wife.
</TABLE>


SECURITY  OWNERSHIP  OF  MANAGEMENT.
- ---------------------------------

     The following table sets forth the shareholdings of the Company's directors
and  executive  officers  as  of  the  date  of  this  Report:
<TABLE>
<CAPTION>

                                                      Percentage
Name  and  Address            Number  owned        of  Outstanding
- ----------------              -------------        ----------------
<S>                          <C>                  <C>
Jeff  Larrabee     (1)             100,000                14.8%
372  West  12600  South
Draper,  Utah  84020

Shawni  Larrabee  (1)              100,000                14.8%
372  West  12600  South
Draper  Utah  84020
                                ----------              ---------
All  directors  and
executive  officers                200,000(1)             29.6%
as  a  group  (2  people)
</TABLE>

CHANGES  IN  CONTROL.
- -------------------

     There are no present  arrangements  or pledges of the Company's  securities
which  may  result  in  a  change  in  control  of  the  Company.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.
         -----------------------------------------------

TRANSACTIONS  WITH  MANAGEMENT  AND  OTHERS.
- ----------------------------------------

     For a description  of  transactions  between  members of  management,  five
percent  stockholders,  "affiliates",  promoters  and  finders,  see  captions
"Recent  Changes  in  Control"  under  Item  1,  "Sales  of  'Unregistered'  and
'Restricted'  Securities Over the Past Three Years" under Item 5, and footnote 1
under  "Security  ownership  of  Management"  under  Item  11



ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.
         ---------------------------------

REPORTS  ON  FORM  8-K
- -------------------

NONE


EXHIBITS
- --------



Exhibit
Number               Description*
- ------               -----------

 3.1  *               Initial  Articles  of  Incorporation,

 3.2  *               Articles  of  Amendment  to  the
                      Articles  of  Incorporation,
 3.3  *               By-Laws

 27                   Financial  Data  Schedule



DOCUMENTS  INCORPORATED  BY  REFERENCE

*  Documents  previously filed as exhibits to Form 10 filed on December 13, 1999
and  incorporated  herein  by  this  reference.









                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company has duly caused this Report to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.

                                       Golden  Soil,  INC.



Date:  3-27-2000                      By/S/Jeff  Larrabee
                                       Jeff  Larrabee
                                       President  and  Director

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the  Company  and  in  the  capacities  and  on  the  dates  indicated:

                                GOLDEN SOIL, INC.



Date:  3-27-2000                      By/S/Jeff  Larrabee
                                        Jeff  Larrabee
                                        President  and  Director



Date:  3-27-2000                      By/S/Shawni  Larrabee
                                        Shawni  Larrabee
                                        Secretary/  Treasurer
                                        And  Director


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1

<S>                                     <C>
<PERIOD-TYPE>                           12-MOS
<FISCAL-YEAR-END>                       DEC-31-1999
<PERIOD-START>                          JAN-01-1999
<PERIOD-END>                            DEC-31-1999
<CASH>                                           0
<SECURITIES>                                     0
<RECEIVABLES>                                    0
<ALLOWANCES>                                     0
<INVENTORY>                                      0
<CURRENT-ASSETS>                                 0
<PP&E>                                           0
<DEPRECIATION>                                   0
<TOTAL-ASSETS>                                   0
<CURRENT-LIABILITIES>                          500
<BONDS>                                          0
                            0
                                      0
<COMMON>                                       675
<OTHER-SE>                                   (1175)
<TOTAL-LIABILITY-AND-EQUITY>                  (500)
<SALES>                                          0
<TOTAL-REVENUES>                                 0
<CGS>                                            0
<TOTAL-COSTS>                                    0
<OTHER-EXPENSES>                             18000
<LOSS-PROVISION>                                 0
<INTEREST-EXPENSE>                               0
<INCOME-PRETAX>                             (18000)
<INCOME-TAX>                                     0
<INCOME-CONTINUING>                              0
<DISCONTINUED>                                   0
<EXTRAORDINARY>                                  0
<CHANGES>                                        0
<NET-INCOME>                                (18000)
<EPS-BASIC>                                 (.03)
<EPS-DILUTED>                                    0


</TABLE>


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