GOLDEN SOIL INC
8-K, 2001-01-19
NON-OPERATING ESTABLISHMENTS
Previous: SAWGRASS FUND LLC, SC TO-I/A, 2001-01-19
Next: GOLDEN SOIL INC, 8-K, EX-17.1, 2001-01-19



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): January 18, 2001


                                  MERILUS, INC.
                                  -------------
               (Exact name of Registrant as specified in charter)

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



            000-28427                                  87-0635270
            ---------                                  ----------
     (Commission File Number)               (IRS Employer Identification No.)


        ALUMINUM TOWER 5TH FLOOR, 2 LIMASSOL AVENUE, 2003 NICOSIA, CYPRUS
        -----------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)


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



                  (Former address if changed since last report)






<PAGE>



ITEM 1. CHANGES IN CONTROL OF REGISTRANT

Merilus,  Inc. (fka Golden Soil, Inc., the "Company"),  entered into a Agreement
and Plan of Reorganization  dated October 19, 2000 (the "Agreement") with 613636
British Columbia, Inc. ("GS Sub"), Merilus Technologies Inc. ("Merilus Canada"),
and  the  stockholders  of  Merilus  Technologies,  Inc.  (the  "Merilus  Canada
Stockholders"),  pursuant to which the Merilus  Canada  Stockholders  received a
newly created  class of shares of Merilus  Canada  referred to as  "Exchangeable
Shares" in  exchange  for all their  shares of common  stock of Merilus  Canada.
Concurrently,  Merilus Canada issued 10,000 shares of its common stock to GS Sub
which makes Merilus Canada an indirect  wholly owned  subsidiary of the Company.
This transaction closed on December 29, 2000. The Agreement and related document
are  contained in the  Company's  Definitive  Information  Statement on Form 14C
dated November 30, 2000 (the "Information Statement") and is hereby incorporated
by reference.

Each  Exchangeable  Share is exchangeable  into one share of common stock of the
Company pursuant to the terms set forth in the relevant  transaction  documents.
Merilus Canada Stockholders as a result of the Agreement will hold approximately
30.21 % of the Company's total issued and  outstanding  share capital (as of the
date of this report) on conversion of the Exchangeable  Shares. The Exchangeable
Shares have certain  registration  rights set forth in the  Registration  Rights
Agreement and are subject to a one year voluntary Escrow Agreement.

The  shareholders of the Company  previously  approved the Agreement and related
transactions  by  means  of a  Consent  of  Shareholders,  as  reported  in  the
Information  Statement.  Reference is made to the  Information  Statement  for a
description of the business of Merilus Canada,  which is now the business of the
Company after the closing of the  Agreement,  and the new Board of Directors and
management of the Company.

Except  as  contemplated  by the  Agreement  and  discussed  in the  Information
Statement, the Merilus Canada Stockholders had no material relationship with the
Company or its affiliates.  The amount of the consideration  paid was determined
by  arms'  length  negotiations  between  the  Company  and the  Merilus  Canada
Stockholders.

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

See Item 1 above.

ITEM 3.  BANKRUPTCY OR RECEIVERSHIP

Not applicable.

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

Not applicable


<PAGE>

ITEM 5.  OTHER EVENTS

Change of Name.
--------------

The name of the Company was changed from "Golden Soil, Inc." to "Merilus,  Inc."
on December 29, 2000.  This change  occurred in  connection  with the  Agreement
explained in more detail in the Information Statement.

Change of Board of Directors

As discussed in the Information Statement,  Messrs. John Paul DeJoria, Gerald C.
Allen,  Gene Hoffman,  Jr., Aaron Fleck,  Myron Gushlak,  Dana Epp, Kevin Traas,
Ross Mrazek and Bruce Davies have been elected and appointed as directors of the
Company  effective on the closing of the  Agreement.  Mr. Xenios  Xenopoulos has
resigned as an officer and director of the Company.

ITEM 6. RESIGNATION OF DIRECTORS

Not Applicable

ITEM 7. FINANCIAL STATEMENTS AND EXHBITS


(a)       Financial statements of businesses acquired

Financial statements of Merilus Technologies,  Inc. for the periods specified in
Regulation  S-X will be  included  in an  amendment  to this  report  as soon as
practicable,  but not later than 60 days after the date on which this  report is
required to be filed.

 (b)     Pro forma financial information

Pro forma financial  statements for the periods specified in Regulation S-X will
be included in an amendment to this report as soon as practicable, but not later
than 60 days after the date on which this report is required to be filed.

         Exhibits
         --------

         The following exhibits are filed as a part of this report.

     -   17.1 Letter regarding resignation of director.
     -   99.1 Press release dated January 2, 2001.

ITEM 8.  CHANGE IN FISCAL YEAR

Not Applicable.



<PAGE>



SIGNATURE

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


MERILUS, INC.

 By:


/s/ Dana Epp
---------------------------------
Dana Epp, President

 And:

/s/ Kevin Traas
---------------------------------
Kevin Traas, Secretary and Treasurer

Dated: January 18, 2001


Top Judgements:
Metrowest Developments Ltd v Flynn Canada Ltd | Sep 14, 2022
R. v. Cameron | Jul 15, 2022
Functional Servicing and Stormwater Management | Jul 28, 2022
101034761 Saskatchewan Ltd. v Mossing | Aug 24, 2022
Waste Control Services Inc. v International Union of Operating Engineers, Local No. 115 | Aug 12, 2022
RJM56 Holdings Inc. c. Bazinet | Aug 17, 2022
Sherwood v The Owners, Strata Plan VIS 1549 | Aug 9, 2022
WCAT Decision A2001487 | Aug 8, 2022
City of Hamilton v Ontario Water Employees’ Association | Sep 12, 2022
Century Services Corp. v. LeRoy | Jul 8, 2022
United Food and Commercial Workers, Local 175 v Metro Ontario Inc. | Jul 4, 2022
Langmaid’s Island Corporation v Lake of Bays | Sep 12, 2022
WCAT Decision A2102416 | Jul 22, 2022
Inquiry about McAbee Fossil beds | Jul 14, 2022
1088558 Ontario Inc. v. Musial | Sep 16, 2022
Biogen Canada Inc. v. Pharmascience Inc. | Aug 8, 2022
CIC Management Services Inc. v City of Toronto | Jul 21, 2022
Bonterra Energy Corp v Rosells’ Enterprises Ltd | Aug 31, 2022
WCAT Decision A2100606 | Aug 17, 2022
Leffler v Aaron Behiel Legal Professional Corporation | Jun 30, 2022
Espartel Investments v. MTCC No. 993 | Aug 19, 2022
Onespace Unlimited Inc. v. Plus Development Group Corp. | Sep 19, 2022
Professional Institute of the Public Service of Canada v. Canada Revenue Agency | Jun 23, 2022
Community Savings Credit Union v. Bodnar | Jul 29, 2022
Galperti SRL v F.I.A.L. Finanziaria Industrie Alto Lario S.P.A | Jun 30, 2022
WCAT Decision A2102352 | Jul 6, 2022
WCAT Decision A2102306 | Jul 25, 2022
Thrive Capital Management Ltd. v. Noble 1324 Queen Inc. | Jul 12, 2022
Questor Technology Inc v Stagg | Sep 8, 2022
MediPharm v. Hexo and Hwang | Jul 25, 2022
Immunization rates & vaccine hesitancy | Aug 17, 2022
Morabito v. British Columbia Securities Commission | Aug 12, 2022
Killeleagh v Mountain View County (Development Authority) | Aug 24, 2022
Quality Control Council v Stanley Inspection Canada Ltd. | Sep 9, 2022
British Columbia Investment Management Corporation | Aug 17, 2022
Abbeylawn Manor Living Inc. v Sevice Employees International Union, Local 1 Canada | Jul 5, 2022
Windrift Adventures Inc. et al. v. Chief Animal Welfare Inspector | Aug 18, 2022
Irani and Khan v. Registrar, Motor Vehicle Dealers Act | Jul 14, 2022
CP REIT Ontario Properties Limited v City of Toronto | Aug 12, 2022
Potash Corporation of Saskatchewan Inc. v. The Queen | Jul 7, 2022
Wong v. Pretium Resources Inc. | Jul 22, 2022
Labourers' International Union of North America, Local 183, Union v Mulmer Services Ltd. | Aug 5, 2022
City of Mississauga v. Hung | Sep 22, 2022
Secretary of the Ministry of Health v The New South Wales Nurses and Midwives' Association (28 September 2022)
Orewa Community Church v Minister for Covid-19 Response (16 August 2022)
Yeshiva College Bondi Limited v NSW Education Standards Authority (15 August 2022)
Moreland Planning Scheme Amendment C208more | Heritage Nominations Study | Panel Report | 15 July 2022
New Zealand Tegel Growers Association Incorporated | 2 August 2022
Farrow-Smith and Comcare (Compensation) | 26 September 2022
Evolution Fleet Services Pty Ltd v Allroads Plant Pty Ltd | 14 September 2022
656621 B.C. Ltd. v David Moerman Painting Ltd. | Sep 27, 2022
Fraser Valley Packers Inc. v Raiwal Holdings Ltd | Sep 26, 2022
Parmar v Tribe Management Inc. | Sep 26, 2022
DES Studio inc. c. Shuchat | Sep 26, 2022
Van-Kam Freightways Ltd. v Teamsters Local Union No. 31 | Sep 28, 2022
Rogers Communication Inc. v British Columbia | Sep 28, 2022
Alderbridge Way GP Ltd. | Sep 28, 2022
VIMY RESOURCES LTD | 11 August 2022
METALICITY LTD -v- NEX METALS EXPLORATIONS LTD | 22 July 2022
Thorndon Quay Collective Inc v Wellington City Council | 14 September 2022
Rongotai Investments Ltd v Land Valuation Tribunal | 19 July 2022
Peet Limited Pty Ltd v Greater Dandenong City Council | 23 August 2022
The WSD v. City of Winnipeg et al. | Oct 3, 2022
40 Days for Life v. Dietrich et. al. | Sep 30, 2022
University of Saskatchewan Faculty Association v University of Saskatchewan | Sep 29, 2022

© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission