GOLDEN SOIL INC
DEF 14C, 2000-07-31
NON-OPERATING ESTABLISHMENTS
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                                  SCHEDULE 14C

                            SCHEDULE 14C INFORMATION

                 Information Statement Pursuant to Section 14(c)
                     of the Securities Exchange Act of 1934

Check the appropriate box:

[ ]  Preliminary Information Statement

[ ]  Confidential, for Use of the Commission Only (as permitted by Rule
     14c-5(d)(2))
[X]  Definitive Information Statement

                                Golden Soil, Inc.
 -------------------------------------------------------------------------------
                (Name of Registrant As Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

1) Title of each class of securities to which transaction applies:

2)  Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction  computed pursuant to
Exchange  Act Rule  0-11  (Set  forth the  amount  on which  the  filing  fee is
calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as  provided  by  Exchange
    Act Rule  0-11(a)(2)  and identify the filing for which the  offsetting
    fee was paid  previously.  Identify the previous filing by registration
    statement number, or the Form or Schedule and the date of its filing.

1)   Amount Previously Paid:

2)   Form, Schedule or Registration Statement No.:

3)   Filing Party:

4)   Date Filed:


<PAGE>


                                GOLDEN SOIL, INC.

                              INFORMATION STATEMENT
                 SHAREHOLDER MAJORITY ACTION AS OF JULY 16, 2000


WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

NOTICE  IS  HEREBY  GIVEN  TO  ALL  SHAREHOLDERS   THAT  A  MAJORITY  ACTION  OF
SHAREHOLDERS  (THE "ACTION") OF GOLDEN SOIL,  INC. (THE  "COMPANY") WAS TAKEN ON
JULY 16, 2000 BY THE MAJORITY  SHAREHOLDERS  IN ACCORDANCE  WITH SECTIONS 78.315
AND  78.320,  RESPECTIVELY  OF THE NEVADA  REVISED  STATUTES.  THESE TEN PERSONS
COLLECTIVELY  OWN IN EXCESS OF THE REQUIRED  MAJORITY OF THE OUTSTANDING  VOTING
SECURITIES OF THE COMPANY NECESSARY FOR THE ADOPTION OF THE ACTION.

1.   To approve a ten-for-one forward split of the issued and outstanding shares
     of Common Stock; whereby
2.   the Articles of Incorporation remain unchanged.


SHAREHOLDERS  OF RECORD  AT THE  CLOSE OF  BUSINESS  ON JULY 16,  2000  SHALL BE
ENTITLED TO RECEIPT OF THIS INFORMATION STATEMENT.

BY ORDER OF THE BOARD OF DIRECTORS,



/s/ JEFF LARRABEE
---------------------------------
JEFF LARRABEE, PRESIDENT


Approximate date of mailing: July 19, 2000





<PAGE>


                                GOLDEN SOIL, INC.
                              372 East 12600 South
                               Draper, Utah 84020

                     INFORMATION STATEMENT FOR SHAREHOLDERS

The  Board  of  Directors  of  Golden  Soil,  Inc.,  a Nevada  corporation  (the
"Company")  is  furnishing  this   INFORMATION   STATEMENT  to  shareholders  in
connection with a majority action of shareholders (the "Action") of Golden Soil,
Inc. (The "Company")  taken on July 16, 2000, in accordance with sections 78.315
and  78.320,  respectively  of the Nevada  Revised  Statutes.  These ten persons
collectively  own in excess of the required  majority of the outstanding  voting
securities  of the  company  necessary  for  the  adoption  of the  action.  The
following matter was approved:

o    a ten-for-one  forward split of the issued and outstanding shares of Common
     Stock;
o    the Articles of Incorporation remain unchanged.


WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE  REQUESTED NOT TO SEND US A PROXY.
PLEASE DO NOT SEND IN ANY OF YOUR STOCK CERTIFICATES AT THIS TIME.

This Information Statement is first being mailed on or about July 19, 2000. This
Information  Statement  constitutes  notice  to the  Company's  stockholders  of
corporate action by stockholders  without a meeting as required by Chapter 78 of
the Nevada Revised Statutes.

The date of this Information Statement is July 19, 2000.


<PAGE>




                                GOLDEN SOIL, INC.
                              372 East 12600 South
                               Draper, Utah 84020

                              INFORMATION STATEMENT
                              (Dated July 19, 2000)

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE  REQUESTED NOT TO SEND US A PROXY.
THE AMENDMENT,  DEFINED BELOW,  HAS ALREADY BEEN APPROVED BY WRITTEN  CONSENT OF
THE  SHAREHOLDERS  HOLDING A MAJORITY  OF THE  COMPANY'S  OUTSTANDING  SHARES OF
COMMON STOCK. A VOTE OF THE REMAINING STOCKHOLDERS IS NOT NECESSARY.

General

This  Information  Statement is first being furnished on or about July 19, 2000,
to  holders of record of the common  stock,  $.001 par value per share  ("Common
Stock"),  of  Golden  Soil,  Inc.,  a Nevada  corporation  (the  "Company"),  in
connection with the amendment (the "Amendment") of the Company's  Certificate of
Incorporation,  (the  "Certificate of  Incorporation"),  to effect a ten-for-one
forward split of the issued and outstanding shares of Common Stock.

The Board of  Directors  of the Company  (the  "Board")  has  approved,  and the
shareholders  owning a majority of the issued and  outstanding  shares of Common
Stock  outstanding  as of July  16,  2000,  have  consented  in  writing  to the
Amendment.  Such approval and consent are sufficient under Section 78.315 of the
Nevada  Revised  Statutes  and the  Company's  Bylaws to approve the  Amendment.
Accordingly,   the  Amendment  will  not  be  submitted  to  the  other  Company
stockholders  for a vote, and this  Information  Statement is being furnished to
stockholders  solely to provide them with  certain  information  concerning  the
Amendment in accordance  with the  requirements of Nevada law and the Securities
Exchange Act of 1934, as amended,  and the regulations  promulgated  thereunder,
including particularly Regulation 14C.

The  resolutions  adopted by the Board of  Directors  and  majority  stockholder
provide for a forward split of the issued and  outstanding  share capital of the
Company.  The authorized capital of the Company remains  unchanged.  The forward
split will become  effective  on the opening of business on the twenty first day
following   the  mailing  of  this   Information   Statement  to  the  Company's
stockholders;  and any  executive  officer,  as  required  by the Nevada Law, is
entitled to execute and file the Articles of Amendment with the Secretary of the
State of the State of Nevada  and such  other  agencies  or  entities  as may be
deemed required or necessary.

This amendment is the only matter covered by this Information Statement.

The  principal  executive  offices of the  Company are located at 372 East 12600
South,  Draper, Utah 84020, and the Company's telephone number is (801) 571-5252
 .

Interest of Certain Persons in Matters to Be Acted upon

No director, executive officer, nominee for election as a director, associate of
any  director,  executive  officer  or  nominee  or any  other  person  has  any
substantial interest,  direct or indirect, by security holdings or otherwise, in
the proposed amendment to effect the forward split of the Company's  outstanding
voting securities or in any action covered by the related resolutions adopted by
the Board of Directors and the majority stockholder,  which is not shared by all
other stockholders.

Voting Securities and Principal Holders

Voting Securities

The  securities  that would have been entitled to vote if a meeting was required
to be held  consist of shares of $0.001 par value  common  stock of the Company.
Each share of common  stock is entitled to one vote.  The number of  outstanding
shares of common stock at the close of business on the date  hereof,  the record
date for determining  stockholders who would have been entitled to notice of and
to vote on the  amendments  to the  Company's  Articles  of  Incorporation,  was
675,000.

                                       1
<PAGE>


Security Ownership of Principal Holders and Management

To the  knowledge  of  management  and based  upon a review of the stock  ledger
maintained by its transfer and registrar  agent,  the following table sets forth
the  beneficial  ownership  of  persons  who own more than five  percent  of the
Company's common stock as of July 18, 2000, and the shareholdings  each director
of the Company and all directors and officers of the Company as a group.
<TABLE>
<CAPTION>

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

                                                     Number of Shares Held   Percentage of Voting
Name and Address of Beneficial Owner                                         Stock
---------------------------------------------------- ----------------------- -------------------------
<S>                                                  <C>                     <C>
Jeff Larrabee(1)                                               100,000                 14.8%
372  East  12600  South
Draper,  Utah  84020
---------------------------------------------------- ----------------------- -------------------------
Shawni  Larrabee(1)                                            100,000                 14.8%
372  East  12600  South
Draper,  Utah  84020
---------------------------------------------------- ----------------------- -------------------------
Brian  Orth(1)                                                  30,000                  4.4%
9939  So.  Orchard  View  Dr.
South  Jordan,  Utah  84095
---------------------------------------------------- ----------------------- -------------------------
Melinda  Orth(1)                                                28,000                  4.1%
9939  So.  Orchard  View  Dr.
South  Jordan,  Utah  84095
---------------------------------------------------- ----------------------- -------------------------

   (1)   Jeff and Shawni  Larrabee  are  husband  and wife and Brian and Melinda
         Orth are husband and wife, as such, their combined holdings, as husband
         and wife,  have been used to determine  whether they are the beneficial
         owner of five per cent or more of the outstanding shares.
</TABLE>

Amendment To The Company's  Certificate  Of  Incorporation  To Effect A 10-for-1
Forward Split Of The Outstanding Common Stock

The Board has  approved  the  Amendment to effect a  ten-for-one  forward  split
("Forward  Split") of the issued and  outstanding  shares of Common  Stock,  par
value  $.001  per  share  ("Existing  Common").  A copy  of the  Certificate  of
Amendment  effecting the Forward Split,  in  substantially  the form to be filed
with  the  Department  of State of  Nevada,  is  provided  below.  The  majority
stockholders  of the Company as of July 19, 2000,  the date of this  Information
Statement,  have  consented  to the Forward  Split and  keeping the  Articles of
Incorporation  otherwise  unchanged.  The  forward  split is  expected to become
effective as of August 10, 2000 (the "Effective Date").  Pursuant to the Forward
Split,  each one share of Existing  Common  issued and  outstanding  immediately
prior to the Effective  Date will be  reclassified  as, and  exchanged  for, ten
shares of newly issued Common Stock, par value $.001 ("New Common").

The Forward Split will not materially affect the  proportionate  equity interest
in the  Company  of any  holder  of  Existing  Common  or the  relative  rights,
preferences,  privileges or priorities of any such stockholder. The Company does
not have any outstanding  warrants,  options or other rights to acquire from the
Company,  or other obligation of the Company to issue, any capital stock, voting
securities or securities  convertible  into or exchangeable for capital stock or
voting securities of the Company.

Purpose and Effect of the Forward Split

The  primary  purpose of the Forward  Split is to  increase  the number of total
shares issued and  outstanding of the Company's  Common Stock in order to ensure
the existing  share  capital is not diluted on issuing  shares from  treasury in
connection with a merger or an acquisition in the future. Further, the increase,
while  probably  resulting in a lower  trading  price should the Company  shares
become actively traded,  will have the effect of increasing the shares available
in the public float and making a more stable market for the Company's stock.

                                       2

<PAGE>


The  Company  does not  anticipate  any  change  in the  Company's  status  as a
reporting company for federal securities law purposes as a result of the Forward
Split.

The New  Common  issued  pursuant  to the  Forward  Split will be fully paid and
non-assessable.  All shares of New Common  will have the same par value,  voting
rights and other rights as shares of the Existing  Common have.  Stockholders of
the Company do not have preemptive rights to acquire additional shares of Common
Stock that may be issued.  The Company has no definitive plans or commitments to
issue additional shares of Common Stock.

Stock Certificates and Fractional Shares

The Forward Split will occur on the Effective Date without any further action on
the part of  stockholders of the Company and without regard to the date or dates
on which  certificates  representing  shares of  Existing  Common  actually  are
surrendered by each holder thereof for  certificates  representing the number of
shares of the New Common which each such stockholder is entitled to receive as a
consequence of the Forward Split. After the Effective Date of the Forward Split,
each  certificate  representing  shares  of  Existing  Common  will be deemed to
represent  ten shares of New  Common.  Certificates  representing  shares of New
Common  will be  issued in due  course  as old  certificates  are  tendered  for
exchange or transfer  to  Interwest  Transfer  Company,  Inc.,  1981 East Murray
Holladay Road,  Suite 100, Salt Lake City, Utah 84117,  (the "Exchange Agent" or
"Transfer Agent"), telephone number: 801-277-3147.

Number of Holders

As of June 27, 2000,  there were  approximately 26 holders of record of Existing
Common.  The Company does not anticipate that, as a result of the Forward Split,
the number of holders of record or beneficial  owners of Existing  Common or New
Common will change significantly.

Exchange of Stock Certificates

On or after August 10, 2000,  stockholders may forward their stock  certificates
to Interwest Transfer Company,  Inc., 1981 East Murray Holladay Road, Suite 100,
Salt Lake City, Utah, Telephone (801) 277-3147, together with $15 for each stock
certificate  requested to be issued or  transferred  for new stock  certificates
reflecting  the  forward  split and new Cusip  Number of the  Company.  If stock
certificates are being transferred into the same name, no signature is required;
if they are being  transferred  to a new name, the stock  certificate  submitted
must be signed and the signature must be guaranteed by a "Medallion Member" bank
or broker dealer.  A stock power  similarly  signed and guaranteed  will also be
acceptable.

Stock  certificates  representing  shares of  Existing  Common  which  contain a
restrictive  legend will be exchanged  for New Common with the same  restrictive
legend.  As applicable,  the time period during which a stockholder has held the
Existing  Common  will  be  included  in  the  time  period  during  which  such
stockholder actually holds the New Common received in exchange for such Existing
Common  for the  purposes  of  determining  the term of the  restrictive  period
applicable to the New Common.

Federal Income Tax Consequences

The receipt of New Common in the Forward  Split should not result in any taxable
gain or loss to stockholders  for federal income tax purposes.  The tax basis of
New Common  received  as a result of the  Forward  Split  will be equal,  in the
aggregate, to the basis of the Existing Common exchanged for New Common. The per
share  tax basis of the New  Common  is based on the tax  basis of the  Existing
Common  for which the New  Common is  exchanged.  For  purposes  of  determining
whether  short-term or long-term  capital gains  treatment  will be applied to a
stockholder's  disposition  of New Common  subsequent  to the Forward  Split,  a
stockholder's  holding period for the shares of Existing Common will be included
in the  holding  period for the New Common  received  as a result of the Reverse
Split.

The  Discussion  Set  Forth  above   Concerning   Certain   Federal  Income  Tax
Consequences of the Forward Split Is Included for General  Information Only. All
Stockholders  Are Advised to Consult  Their Own Tax  Advisors as to Any Federal,
State,  Local or Foreign Tax Consequences  Applicable to Them Which Could Result
from the Forward Split.

                                       3
<PAGE>


Effectiveness

The Company reserves the right, on notice to stockholders,  to abandon or modify
the proposed  Forward  Split at any time prior to the filing of the Amendment on
consent of the Board and the holders of a majority of the  Existing  Common then
issued and outstanding.

Approval Required

The  approval of a majority of the  outstanding  stock  entitled to vote will be
necessary to approve the  proposed  amendment.  At the date of this  Information
Statement,  there were approximately 675,000 shares of Common Stock outstanding.
As  discussed  above,  the  Company's  Board of Directors  has obtained  written
consents for the amendment to the Certificate of Incorporation from stockholders
owning  approximately  397,000  shares  voted  for the  Amendment,  representing
approximately 51.81% of the votes of the Company's  outstanding stock. The Board
of Directors  does not intend to solicit any proxies or consents  from any other
stockholders in connection with the Amendment.

By Order of the Board of Directors,


         /s/ Jeff Larrabee
         -----------------------
Per:     Jeff Larrabee, President
         Dated:  July 19, 2000

                                       4




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