GOLDEN SOIL INC
10QSB, 2000-05-12
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  1934For  the  quarterly  period  ended          March  31,  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 charter)


            Nevada                                          87-0635270
- -------------------------------                             ------------
(State  or  other  jurisdiction  of                       (I.R.S.  Employer
incorporation  or  organization)                          Identification  No.)

  372  East  12600  South  ,  Draper,  Utah                  84020
- -------------------------------------------            ------------------
(Address  of  principal  executive  offices)              (Zip  Code)

                                  801-571-5252
                                  ------------
               Registrant's telephone number, including area code


     (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  March  31,  2000
                ------------             --------------------------------------
              Common Stock, $0.001                     675,000





                                      INDEX
                                                                           Page
                                                                          Number
                                                                          ------
PART  I.

     ITEM  1.     Report  on  review                                           3

                  Balance  Sheets                                              4
                  March 31, 2000 and December 31, 1999

                  Statements  of  Operations
                  For  the  three  months  ended
                  March  31,  2000  and  1999                                  5
                  and  the period  from  May 7, 1985 to
                  March  31,  2000

                  Statements  of  Cash  Flows
                  For  the  three  months  ended
                  March  31,  2000  and  1999                                  6
                  and  the  period from May 7, 1985  to
                  March  31,  2000

                  Notes  to  Financial  Statements                             7

     ITEM  2.     Plan  of  Operations                                        10

PART  II.         Signatures                                                  11




                         PART I - FINANCIAL INFORMATION



                          ITEM 1. FINANCIAL STATEMENTS






ANDERSEN  ANDERSEN  &  STRONG,  L.C.              941 East 3300 South, Suite 202
- ------------------------------------              Salt Lake City Utah 84106
CERTIFIED  PUBLIC ACCOUNTANTS AND                 Telephone 801 486 0096
 BUSINESS CONSULTANTS                             Fax 801 486 0098




          REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The  Board  of  Directors
Golden  Soil,  Inc.

We  have reviewed the condensed  balance sheet of Golden Soil, Inc.( development
stage  company)  as  of  March  31,  2000 and the related condensed statement of
operations  and the condensed statement of cash flows for the three-months ended
March 31, 2000 and 1999 and the periods May 7, 1985 (date of inception) to March
31.  2000.  These  financial  statements are the responsibility of the company's
management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A  review  of  interim financial
information  consists principally of applying analytical procedures to financial
data  and  making  inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression  of  an  opinion regarding the financial statements taken as a whole.
Accordingly,  we  do  not  express  such  an  opinion.

Based  on our review, we are not aware of any material modifications that should
be  made  to  the accompanying financial statements for them to be in conformity
with  generally  accepted  accounting  principles.


                                                 Andersen Andersen and Stong

Salt  Lake  City,  Utah
May  5,  2000



                               GOLDEN SOIL,  INC.
                          ( DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                      MARCH 31, 2000  AND DECEMBER 31, 1999


<TABLE>
<CAPTION>
                                                                      UNAUDITED


                                                                   MAR 31,    DEC 31,
                                                                    2000       1999
                                                                  ---------  ---------
<S>                                                                  <C>       <C>
ASSETS

CURRENT ASSETS

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



LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable                                                  $  1,300   $    500
                                                                  ---------  ---------
Total Current Liabilities                                            1,300        500
                                                                  ---------   ---------


STOCKHOLDERS' EQUITY

Common stock
        100,000,000 shares authorized, at $0.001 par
        value; 675,000 shares issued and outstanding                    675        675

Capital in excess of par value                                       44,325     44,325

    Deficit accumulated during the development stage                (46,300)   (45,500)
                                                                    ---------  ---------

Total Stockholders' Equity (deficiency)                              (1,300)      (500)
                                                                    ---------  ---------
                                                                       $ -        $ -
                                                                      ========  ======

</TABLE>

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


                                GOLDEN SOIL, INC.
                          ( DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED MARCH 31, 2000, AND 1999 AND
          THE PERIOD MAY 7, 1985 (DATE OF INCEPTION) TO MARCH 31, 2000


<TABLE>
<CAPTION>



                               THREE MONTHS            MAY 7, 1985
                         MAR 31,        MAR 31,   (DATE OF INCEPTION) TO
                         2000           1999         MAR  31, 2000
                      --------------  ------------  --------------
<S>                       <C>            <C>         <C>


REVENUES . . . . . .  $    -          $   -               $   -

EXPENSES . . . . . .     800              -                 46,300
                      --------------  ------------  --------------

NET LOSS . . . . . .  $ (800)         $   -               $(46,300)
                      ==============  ============  ==============




NET LOSS PER COMMON
SHARE

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


AVERAGE  OUTSTANDING
    SHARES

     Basic             675,000           512,000
                    ------------      -------------

</TABLE>



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

                                GOLDEN SOIL, INC.
                          ( DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED MARCH 31, 2000, AND 1999 AND
          THE PERIOD MAY 7, 1985 (DATE OF INCEPTION) TO MARCH 31, 2000


<TABLE>
<CAPTION>



                              THREE MONTHS                 MAY 7, 1985
                         MAR 31,        MAR 31,      (DATE OF INCEPTION) TO
                           2000           1999           MAR  31, 2000
                      --------------  ------------  ------------------------
<S>                   <C>             <C>           <C>


REVENUES . . . . . .  $           -   $          -  $                  -

EXPENSES . . . . . .            800              -                46,300
                      --------------  ------------  ---------------------

NET LOSS . . . . . .  $        (800)  $          -  $            (46,300)
                      ==============  ============  =====================




NET LOSS PER COMMON
SHARE

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



AVERAGE  OUTSTANDING
    SHARES

     Basic                   675,000        512,000
                      --------------  -------------

</TABLE>
















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

<PAGE>
                              GOLDEN  SOIL,   INC.
                          ( DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2000,  AND 1999
       AND THE PERIOD MAY 7, 1985 (DATE  OF  INCEPTION) TO MARCH 31, 2000


<TABLE>
<CAPTION>

                                          THREE  MONTHS          MAY  7,  1985
                                        MAR 31,     MAR 31,  (DATE  OF  INCEPTION)
                                         2000        1999      TO  MAR  31,  2000
                                         ------     ------     ------------------
<S>                                   <C>         <C>         <C>
CASH FLOWS FROM
OPERATING ACTIVITIES

Net loss . . . . . . . . . . . . . .  $    (800)    $      -            $(46,300)

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

      Changes in accounts payable. .        800                           1,300
                                           ______ . .  ______ .  . . .   ________

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

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

CASH FLOWS FROM FINANCING
ACTIVITIES

  Proceeds from issuance of
       common stock
                                              -            -              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  March  31,  2000,  the  Company  had a  net operating loss  carry forward of
$46,300.  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  2121.

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 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.

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

The  Company  adopted  Statement  of Financial Accounting Standards No. 130. The
adoption  of  this  standard  had no impact on the total stockholder's equity on
February  29,  1999.

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

The  Company  does  not  expect  that  the  adoption  of other recent accounting
pronouncements  will
have  a  material  impact  on  its  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.









<PAGE>

                        ITEM  2.   PLAN  OF OPERATIONS



The  Company's management is seeking and intends to acquire interests in various
business  opportunities  which,  in  the  opinion  of management, will provide a
profit  to the Company but it does not have the working capital to be successful
in  this  effort.

Continuation  of  the Company as a going concern is dependent upon obtaining the
working  capital  to  provide  working  capital  for  its planned activity.  The
management  of  the  Company  has  developed  a strategy, which they believe can
obtain  the  needed  working  capital through additional equity funding and long
term debt which will enable the Company to be successful in its planned efforts.

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

The  Company  will  need  additional  working capital to  to finance its planned
activity.

Results  of  Operations
- -----------------------

The  Company  has  had  no  operations  during  this  reporting  period.





               PART  2  -  SIGNATURES



                                 SIGNATURES



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.
                                     [Registrant]




Dated   May 10, 2000          By   /s/ Jeff Larrabee
                               ----------------------------
                               Jeff Larrabee,  President





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