SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
(Exact name of Registrant as specified in charter)
(State or other jurisdiction of incorporation)
(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)
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
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
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
See Item 1 above.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
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
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.
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
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.
/s/ Dana Epp
Dana Epp, President
/s/ Kevin Traas
Kevin Traas, Secretary and Treasurer
Dated: January 18, 2001