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
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( )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
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GOLDEN SOIL, INC.
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(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
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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
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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)
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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
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Jeff Larrabee, President
