GOLDEN SOIL INC
10QSB, 2000-11-21
NON-OPERATING ESTABLISHMENTS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-QSB


(x)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended:     September 30, 2000
                                    ------------------

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

For the transition period from ____________ to ________________.

Commission File number:             000-28475
                                    ---------

                                GOLDEN SOIL, INC.
                                -----------------
             (Exact name of registrant as specified in its charter)


                                     Nevada
                                     ------
                 (State or other jurisdiction of incorporation)

                                   87-0635270
                                   ----------
                      (IRS Employer Identification Number)

       2 Limassol Ave Street, Aluminum Tower, 5th Flr, Nicosia 2003 Cyprus
       -------------------------------------------------------------------
              (Address of principal executive offices and zip code)


Registrant's telephone number, including area code: 357-233-6933


                     372 East 12600 South Draper Utah, 84020
                     ---------------------------------------
            (Former name, former address, and former fiscal year, if
                          changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required to file such reports), Yes [x ] No [ ] and (2) has been subject to such
filing requirements for the past 90 days. Yes [x ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the last practicable date


        Class                               Outstanding as of September 30, 2000
        -----                               ------------------------------------
 Common Stock, $0.001                                       6,750,000





<PAGE>

<TABLE>
<CAPTION>


                                                          GOLDEN SOIL, INC.
                                                             FORM 10-QSB
                                                         September 30, 2000

                                                          Table of Contents

                                                                                                                                Page

<S>                                                                                                                              <C>
PART I - FINANCIAL INFORMATION.....................................................................................................1
         ITEM 1. FINANCIAL STATEMENTS..............................................................................................1
                  Balance Sheets...................................................................................................2
                  Statements of Operations.........................................................................................3
                  Statement of Cash Flows..........................................................................................4
                  Notes to Financial Statements....................................................................................5
         ITEM 2 MANAGEMENT DISCUSSION AND ANALYSIS.................................................................................8
                  Plan  of  Operations.............................................................................................8
                  Liquidity and Capital Resources..................................................................................8
                  Recent Accounting Pronouncements.................................................................................9
                  "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995...............................9
         ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK........................................................9

PART II OTHER INFORMATION.........................................................................................................10
         ITEM 1 LEGAL PROCEEDINGS.................................................................................................10
         ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDINGS......................................................................10
                  Recent Sales of Unregistered Securities.........................................................................10
                  Use of Proceeds.................................................................................................10
         ITEM 3 DEFAULTS UPON SENIOR SECURITIES...................................................................................10
         ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............................................................10
         ITEM 5 OTHER INFORMATION.................................................................................................10
                  Agreement and Plan of Reorganization  Entered Into with Merilus Technologies, Inc...............................10
         ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................................................................11
                  Exhibits .......................................................................................................11
                  Reports on Form 8-K.............................................................................................11

SIGNATURES........................................................................................................................12
</TABLE>



<PAGE>



                         PART I - FINANCIAL INFORMATION

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


                          ITEM 1. FINANCIAL STATEMENTS

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



The accompanying  balance sheets of Golden Soil ( development  stage company) at
September  30,  2000  and  December  31  1999,  and the  related  statements  of
operations  and the statement of cash flows for the nine months ended  September
30, 2000 and the period May 7, 1985 (date of  inception)  to September 30, 2000,
have been  prepared  by Golden  Soil's  management  and they do not  include all
information  and notes to the  financial  statements  necessary  for a  complete
presentation of the financial position,  results of operations,  cash flows, and
stockholders'   equity  in  conformity   with  generally   accepted   accounting
principles.  In the opinion of management,  all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been included and all such adjustments are of a normal recurring nature.

Operating  results for the quarter ended September 30, 2000, are not necessarily
indicative of the results that can be expected for the year ending  December 31,
2000.



                                  Page 1 of 12

<PAGE>

<TABLE>
<CAPTION>


                                GOLDEN SOIL, INC.
                          ( Development Stage Company)
                                 BALANCE SHEETS
                    September 30, 2000, and December 31, 1999

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


                                                                    Sept 30,      Dec 31,
                                                                      2000         1999
                                                                   ----------    --------
<S>                                                                 <C>          <C>
ASSETS

CURRENT ASSETS


         Cash                                                       $    --      $    --
                                                                    ---------    ---------
         Total Current Assets                                            --           --
                                                                    ---------    ---------

OTHER ASSETS

    Note and accrued interest receivable - related party - Note 3     151,085         --
                                                                    ---------    ---------

                                                                    $ 151,085    $    --
                                                                    =========    =========
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;
             6,750,000 shares issued and outstanding on
             September 30, 2000; 6,750,000 on December 30, 1999         6,750        6,750

         Capital in excess of par value                               189,610       38,250

         Deficit accumulated during the development stage             (45,275)     (45,500)
                                                                    ---------    ---------

                  Total Stockholders' Equity (deficiency)             151,085         (500)
                                                                    ---------    ---------
                                                                    $ 151,085    $    --
                                                                    =========    =========
</TABLE>



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

                                  Page 2 of 12

<PAGE>
<TABLE>
<CAPTION>



                                GOLDEN SOIL, INC.
                          ( Development Stage Company)
                            STATEMENTS OF OPERATIONS
        For the Three and Nine Months Ended September 30, 2000, and 1999
      and the Period May 7, 1985 (Date of Inception) to September 30, 2000

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


                            Three Months                   Nine Months
                            ------------                   -----------
                          Sept 30,     Sept 30,       Sept 30,    Sept 30,     May 7, 1985 to
                           2000          1999           2000        1999       Sept  30, 2000
                         --------      --------       -------     --------     ---------------

<S>                    <C>           <C>            <C>           <C>            <C>
REVENUES               $     1,085   $      --      $     1,085   $      --      $     1,085

EXPENSES                      --          10,000            860        10,000         46,360
                       -----------   -----------    -----------   -----------    -----------
NET LOSS               $     1,085   $   (10,000)   $       225   $   (10,000)   $   (45,275)
                       ===========   ===========    ===========   ===========    ===========



NET LOSS PER COMMON
         SHARE

         Basic         $      --     $      --      $      --     $      --
                       -----------    -----------   -----------    -----------



AVERAGE  OUTSTANDING
    SHARES

     Basic               6,750,000     5,120,000     6,750,000      5,120,000
                       -----------    -----------   -----------    -----------




</TABLE>












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

                                  Page 3 of 12

<PAGE>
<TABLE>
<CAPTION>



                                GOLDEN SOIL, INC.
                          ( Development Stage Company)
                             STATEMENT OF CASH FLOWS
             For the Nine Months Ended September 30, 2000, and 1999
      and the Period May 7, 1985 (Date of Inception) to September 30, 2000

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


                                                                                      May 7, 1985
                                                             Sept 30,      Sept 30,   to Sept 30,
                                                              2000          1999        2000
                                                             ------        --------    --------
<S>                                                        <C>          <C>          <C>
CASH FLOWS FROM
   OPERATING ACTIVITIES

   Net loss                                                $     225    $ (10,000)   $ (45,275)


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

          Changes in accrued interest receivable              (1,085)        --         (1,085)
             Contributions to capital - expenses                 860         --          1,360


          Net Cash Used in Operations                           --        (10,000)     (45,000)
                                                           ---------    ---------    ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES

       Investment in note receivable                        (150,000)        --       (150,000)
                                                           ---------    ---------    ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES

       Proceeds from pending issuance of common stock        150,000       10,000      195,000
                                                           ---------    ---------    ---------

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

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

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


NON CASH FLOWS FROM OPERATING ACTIVITIES

     Contributions to capital - expenses - related party   $     860                 $   1,360
                                                           ---------                 ---------

</TABLE>

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

                                    Page 4 of 12

<PAGE>



                                GOLDEN SOIL, INC.
                          ( Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

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


1. ORGANIZATION

Golden  Soil 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  Golden Soil  completed  a forward  common  stock split of 200
shares for each  outstanding  share and on August 10, 2000 a forward stock split
of 10 shares for each outstanding  share.  This report has been prepared showing
after stock split shares with a par value of $.001 from inception.

Golden Soil is in the development  stage and has been engaged in the activity of
seeking developmental mining properties and became inactive after 1992.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Golden  Soil  recognizes  income and  expenses  based on the  accrual  method of
accounting.

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

Golden Soil has not adopted a policy regarding payment of dividends.

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

On September  30, 2000,  Golden Soil had a net  operating  loss carry forward of
$45,275.  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 Golden Soil has no operations. The net operating loss will expire starting
in 2007 through 2122.

Basic and Diluted Net Income (Loss) Per Share
---------------------------------------------

Basic net income  (loss) per share  amounts are  computed  based on the weighted
average  number of shares  actually  outstanding.  Diluted net income (loss) per
share amounts are computed  using the weighted  average  number of common shares
and common  equivalent  shares  outstanding  as if shares had been issued on the
exercise of the preferred share rights unless the exercise becomes  antidilutive
and then only the basic per share amounts are shown in the report.

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

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

Concentration of Credit Risk
----------------------------

Financial  instruments  that  potentially  subject  Golden  Soil to  significant
concentration  of credit risk consists  primarily of cash and notes  receivable.
Cash balances are  maintained  in accounts  that are not  federally  insured for
amounts  over  $100,000  but are other wise in  financial  institutions  of high
credit  quality.  The  notes  receivable  are  unsecured,   however,  management
considers them to be fully collectable.


                                    Page 5 of 12

<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.

Comprehensive Income
--------------------

Golden Soil adopted  Statement of Financial  Accounting  Standards  No. 130. The
adoption of this standard had no impact on the total stockholder's equity.

Recent Accounting Pronouncements
--------------------------------

Golden  Soil  does not  expect  that the  adoption  of other  recent  accounting
pronouncements will have a material impact on its financial statements.

3.  NOTES RECEIVABLE AND ACCRUED INTEREST RECEIVABLE

At the balance  sheet date  Golden  Soil had made loans to Merilus  Technologies
Inc., a related  party,  amounting to $150,000 at 8% interest with a due date of
November 30, 2000.  Interest income has been accrued through September 30, 2000.
Additional loans were made after September 30, 2000 amounting to $1,850,000. The
funds used for these loans were  provided  by the sale of  warrants  outlined in
Note 5.

4.  RELATED PARTY TRANSACTIONS

The outstanding common stock of Golden Soil is 6,750,000 of which 196,750 shares
are held by related parties.

See Note 3 for loans to related party.

5. COMMON CAPITAL STOCK

Golden Soil issued  2,000,000  warrants to Imperium  Capital,  Inc. at a nominal
value on August 31, 2000.  Each warrant is  exercisable  for one share of common
stock in Golden Soil at an  exercise  price of $1.00 per share at any time on or
before  August 30, 2001. As of November 17, 2000,  all  2,000,000  warrants were
exercised. To date no shares have been issued to the warrant holder on exercise.
Golden Soil is in the process of issuing  the  underlying  shares as directed by
the warrant holder.





                                  Page 6 of 12

<PAGE>



                                GOLDEN SOIL, INC.
                          ( Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)

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



5.  SUBSEQUENT EVENTS

On October  19, 2000 Golden  Soil  signed an  agreement  to purchase  all of the
outstanding common capital stock of Merilus Technologies Inc.(Note 3), a British
Columbia Corporation, in exchange for exchangeable shares which may be converted
at any time for 3,787,500 newly issued shares of Golden Soil. The transaction is
subject to  approval of the  stockholders  of both  companies,  as well as other
closing  conditions.  Merilus  Technologies  Inc.  is a  solutions  provider  of
hardened firewalls, virtual private networking, e-commerce solutions, high-speed
bandwidth allocation and shaping, and custom Linux solutions.

On  completion of the  acquisition,  Golden Soil will change its name to Merilus
Inc. and Merlius Technologies,  Inc. will be an indirect wholly owned subsidiary
of Golden Soil. This transaction is expected to close in early December, 2000.

Included in the  following are the  summarized,  combined,  unaudited  pro-forma
financial  statements of Golden Soil and Merilus  Technologies,  Inc. The fiscal
year of Golden Soil is December 31 and Merilus  Technologies  Inc. is  September
30.  For this  report  the  fiscal  year of  Golden  Soil has been  restated  to
September 30. All intercompany transactions have been eliminated.
<TABLE>
<CAPTION>

                        GOLDEN SOIL, INC. AND SUBSIDIARY
                        PROFORMA COMBINED BALANCE SHEETS
                               September 30, 2000

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

                                             Golden Soil  Merilus    Elimination      Total
                                             -----------  -------    -----------      -----
<S>                                           <C>         <C>          <C>          <C>
ASSETS

CURRENT ASSETS

   Cash                                       $    --     $   4,522    $    --      $   4,522
    Accounts receivable - related parties          --        15,257         --         15,257
    Accounts receivable - trade                    --       119,864         --        119,864
                                              ---------   ---------    ---------    ---------
        Total Current Assets                       --       139,643         --        139,643
                                              ---------   ---------    ---------    ---------


EQUIPMENT - net of accumulated depreciation        --        44,770         --         44,770
                                              ---------   ---------    ---------    ---------


OTHER ASSETS
    Note  receivable - related party            151,085        --       (151,085)        --
                                              ---------   ---------    ---------    ---------

                                              $ 151,085   $ 184,413         --      $ 184,413
                                              =========   =========    =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable                           $    --     $ 764,776    $(151,085)   $ 613,691
                                              ---------   ---------    ---------    ---------
     Total Current Liabilities                     --       764,776         --        613,691
                                              ---------   ---------    ---------    ---------



STOCKHOLDERS' EQUITY (DEFICIENCY)               151,085    (580,363)        --       (429,278)
                                              ---------   ---------    ---------    ---------


                                              $ 151,085   $ 184,413         --      $ 184,413
                                              =========   =========    =========    =========

</TABLE>


                                    Page 7 of 12

<PAGE>



                        GOLDEN SOIL, INC. AND SUBSIDIARY
                   PROFORMA COMBINED STATEMENTS OF OPERATIONS
                      For the Year Ended September 30, 2000

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



                            Golden Soil     Merilus     Elimination      Total
                            -----------     -------     -----------      -----

REVENUES                     $   1,085     $ 276,906          --      $ 277,991

COST OF SALES                     --          68,464          --         68,464
                             ---------     ---------     ---------     ---------

   GROSS PROFIT                  1,085       208,442                    209,527

EXPENSES                        10,860       723,365                    734,225
                             ---------     ---------     ---------     ---------

NET PROFIT (LOSS)            $  (9,775)    $(514,923)                 $(524,698)
                             =========     =========     =========     =========



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


                    ITEM 2 MANAGEMENT DISCUSSION AND ANALYSIS

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


Plan  of  Operations.
--------------------

Golden Soil has not engaged in any material  operations or had any revenues from
operations since inception.  During this quarter,  Golden Soil has been actively
pursuing  and has  secured an  agreement  to acquire all the  outstanding  share
capital of Merilus  Technologies Inc., a private British Columbia corporation in
return for exchangeable  shares which may be converted at any time for 3,787,500
shares of common stock of Golden Soil. The transaction is subject to approval of
the stockholders of both companies, as well as other closing conditions. Merilus
Technologies  Inc.  was  founded  in 1996  and  incorporated  in  1997.  Merilus
Technologies Inc. is a total solution provider focused on solutions for securely
connecting  corporate  computer networks to the Internet.  Merilus  Technologies
Inc.'s solutions  include hardened  firewalls,  virtual private  networking,  e-
commerce  solutions,  high-speed  bandwidth  allocation and shaping,  and custom
Linux solutions.

Messrs.  John Paul DeJoria,  Gerald C. Allen,  Gene Hoffman,  Jr.,  Aaron Fleck,
Myron Gushlak, Dana Epp, Kevin Terass, Ross Merazik and Steve Hemingway have all
agreed  to join the Board of  Directors  of  Golden  Soil  Inc.  on close of the
acquisition  of Merilus  Technologies  Inc.  and  Golden  Soil  having  obtained
adequate directors and officers insurance,

On  completion of the  acquisition,  Golden Soil will change its name to Merilus
Inc. and Merlius Technologies,  Inc. will be a wholly owned subsidiary of Golden
Soil.  Golden  Soil  is in the  process  of  preparing  a  detailed  information
statement  to  send  out to all of its  stockholders  concerning  this  proposed
acquisition and expects to close this acquisition sometime in early December.

As at September  30,  2000,  the  Company's  had total assets of $0 other than a
promissory  note  evidencing a loan made by Golden Soil to Merilus  Technologies
Inc. on September 6, 2000 for $150,000.  The  promissory  note bears 8% interest
and is due November 30, 2000.  Since  September  30, 2000,  Golden Soil has made
additional  loans  to  Merilus   Technologies  Inc.   amounting  to  $1,850,000.
Promissory  notes have been  received  from Merilus  Technologies  Inc. for each
loan. Each promissory note bears 8% interest and is due November 30, 2000. These
funds were provided by the exercise of warrants issued in a private placement by
Golden Soil.
                                  Page 8 of 12
<PAGE>


Liquidity and Capital Resources
-------------------------------

During the quarter  ended  September  30, 2000,  Golden Soil  received  $150,000
through  the  exercise  of  150,000  private  placement  warrants.  Golden  Soil
immediately loaned these funds to Merilus Technologies Inc. which Golden Soil is
in the process of  acquiring.  Golden Soil has been able to pay its expenses and
costs  through the private sale of its stock.  As of  September  30, 2000 Golden
Soil had $0 in cash or cash equivalents on hand. Golden Soil anticipates that it
will need to raise  additional funds through the sale of stock or borrowing just
to maintain the corporate  existence of Golden Soil and to maintain  Golden Soil
on the OTC Bulletin  Board.  No assurance  can be given that Golden Soil will be
able to raise these funds.

Recent Accounting Pronouncements
--------------------------------

In June 1998, the FASB issued SFAS 133,  "Accounting for Derivative  Instruments
and Hedging Activity," which was subsequently  amended by SFAS 137,  "Accounting
for Derivative Instruments and Hedging Activities: Deferral of Effective Date of
FASB 133" and Statement No.138,  "Accounting for Certain Derivative  Instruments
and Certain  Hedging  Activities:  an amendment of FASB Statement No. 133." SFAS
137 requires  adoption of SFAS 133 in years  beginning after June 15, 2000. SFAS
138 establishes  accounting and reporting  standards for derivative  instruments
and addresses a limited number of issues causing implementation difficulties for
numerous entities. The Statement requires us to recognize all derivatives on the
balance sheet at fair value. Derivatives that are not hedges must be recorded at
fair value through earnings.  If the derivative qualifies as a hedge,  depending
on the  nature  of the  exposure  being  hedged,  changes  in the fair  value of
derivatives are either offset against the change in fair value of hedged assets,
liabilities,  or firm  commitments  through  earnings or are recognized in other
comprehensive  income until the hedged cash flow is recognized in earnings.  The
ineffective  portion of a  derivative's  change in fair value is  recognized  in
earnings. The Statement permits early adoption as of the beginning of any fiscal
quarter.  SFAS 133 will become  effective for our first fiscal quarter of fiscal
year  2002  and we do not  expect  adoption  to have a  material  effect  on our
financial statements.

In December  1999,  the SEC issued SAB 101,  "Revenue  Recognition  in Financial
Statements." SAB 101 summarizes certain aspects of the staff's views in applying
generally  accepted  accounting  principles to revenue  recognition in financial
statements. On March 24, 2000 and June 26, 2000, the SEC issued Staff Accounting
Bulletin  No.  101A and No.  101B,  respectively,  which  extend the  transition
provisions  of SAB 101 until no later  than the fourth  quarter of fiscal  years
beginning  after December 15, 1999,  which would be December 31, 2000 for us. We
chose to adopt the  provisions of SAB 101 early  beginning  with the fiscal year
ended December 31, 1999.

In March 2000,  the FASB  issued FIN 44,  "Accounting  for Certain  Transactions
Involving Stock  Compensation - an  Interpretation of APB No. 25, Accounting for
Stock Issued to Employees".  This Interpretation clarifies (a) the definition of
employee for purposes of applying  Opinion 25, (b) the criteria for  determining
whether  a plan  qualifies  as a non-  compensatory  plan,  (c)  the  accounting
consequences of various  modifications  to the terms of a previously fixed stock
option or award,  and (d) the accounting  for an exchange of stock  compensation
awards in a business combination. This Interpretation is effective July 1, 2000,
but certain conclusions in this Interpretation  cover specific events that occur
after either  December 15,  1998,  or January 12, 2000.  To the extent that this
Interpretation  covers  events  occurring  during the period after  December 15,
1998, or January 12, 2000,  but before the effective  date of July 1, 2000,  the
effects of applying this  Interpretation  are recognized on a prospective  basis
from July 1, 2000.

"Safe Harbor"  Statement under the Private  Securities  Litigation Reform Act of
--------------------------------------------------------------------------------
1995
----

The  statements  contained in this document and other  statements  which are not
historical  facts  are  forward  looking   statements  that  involve  risks  and
uncertainties, including, the success of newly implemented sales strategies; the
continued  existence of agreements with product providers;  market acceptance of
Golden Soil's  products and services;  the 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;   technological
developments  by Golden  Soil's  competitors  or  difficulties  in Golden Soil's
research and development  efforts;  and other risks as detailed in Golden Soil's
Securities and Exchange Commission filings.

                                  Page 9 of 12
<PAGE>
--------------------------------------------------------------------------------

       ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Not applicable at this time.



                            PART II OTHER INFORMATION

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

                            ITEM 1 LEGAL PROCEEDINGS

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


To  Golden  Soil's  knowledge,  there  are no  lawsuits  nor were  any  lawsuits
commenced  against Golden Soil during the quarter ended  September 30, 2000, nor
did Golden Soil commence any lawsuits during the same period.

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

               ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDINGS

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

Recent Sales of Unregistered Securities
---------------------------------------

During  the  quarter  ended  September  30,  2000,  Golden  Soil has  issued the
following securities,  none of which will be registered under the Securities Act
of 1933 (the "1933 Act"):

   Private  Placement.  Golden Soil has  completed a private  placement  warrant
   offering of  2,000,000  warrants  which were issued at no cost to one private
   placee on August 31,  2000.  Each  warrant was  exercisable  for one share of
   common stock of Golden Soil for $1.00 per share any time on or before  August
   31, 2001.  As of November 17, 2000,  all of these  warrants  were  exercised.
   Golden Soil intends to issue the underlying shares as directed by the warrant
   holder within the next five days.

Use of Proceeds
---------------

Golden Soil has used all private placement funds received by through the warrant
offering to provide Merilus Technologies, Inc. with the following bridge loans:

   1.     a loan of $ 150,000 on September 6, 2000;
   2.     a loan of $ 150,000 on October 5, 2000;
   3.     a loan of $ 150,000 on October 20, 2000;
   4.     a loan of $ 200,000 on November 1, 2000; and
   5.     a loan of $ 1,350,000 on November 17, 2000.

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

                     ITEM 3 DEFAULTS UPON SENIOR SECURITIES

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

   Not applicable.

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

           ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

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


No matters were put forward to a vote of the security holders of the Golden Soil
this quarter.


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                            ITEM 5 OTHER INFORMATION

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Agreement  and Plan of  Reorganization  Entered Into with Merilus  Technologies,
--------------------------------------------------------------------------------
Inc.
----

On  October  19,  2000,  Golden  Soil  entered  into an  agreement  and  plan of
reorganization  with  Merilus  Technologies  Inc.,  a private  British  Columbia
Corporation  and 613636  British  Columbia,  Inc., a wholly owned  subsidiary of
Golden Soil formed

                                   Page 10 of 12

<PAGE>



for the purpose of the proposed transaction,  (the "Reorganization  Agreement").
Under the terms of the  Reorganization  Agreement  the  stockholders  of Merilus
Technologies Inc. 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 September  30, 2000 and 30.21% after  issuing the shares of common
stock on exercise of the warrant  offering  discussed in Item 2. This  agreement
replaced a letter of intent between the parties dated August 24, 2000.

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

     1.   Carry out a private placement warrant offering of 2,000,000  warrants,
          each warrant  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.
     2.   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.
     3.   Cause Merilus  Technologies  Inc. to enter into employment  agreements
          with Messrs.  Dana Epp, Chad Northcott,  Kevin Trass,  Steven Hemenway
          and  Ross  Mrazek   immediately   after  closing  the   Reorganization
          Agreement.
     4.   Adopt a stock  option plan to issue up to  1,400,000  shares of common
          stock of Golden Soil.
     5.   Amend the articles of  incorporation to change the name of Golden Soil
          to "Merilus,  Inc." and to create a special  preferred class of shares
          immediately on closing the Reorganization Agreement.
     6.   Enter into a support  agreement,  voting and exchange trust agreement,
          registration rights agreement and an escrow agreement.

Golden Soil is in the process of preparing and filing an  information  statement
with the  Securities  and Exchange  Commission  which will contain a copy of the
Reorganization  Agreement and details about the  transaction and the business of
Merilus Technologies Inc.


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                    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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Exhibits

1. EXHIBIT # 27 Financial Data Schedule for the period ended September 30, 2000.

Reports on Form 8-K

On September 6, 2000, we filed a current report on Form 8-K to announce a change
in the board of directors of Golden Soil.

On September 29, 2000, we filed an amended  current  report of Form 8-K to amend
the report filed on September 6, 2000.

                                  Page 11 of 12

<PAGE>



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                                   SIGNATURES

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Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned there unto duly authorized.


GOLDEN SOIL INC.

/s/ Xenios Xenopoulos /s/

Per:
   Xenios Xenopoulos
   President

Date: November 20, 2000.



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