GOLDEN SOIL INC
8-K, 2001-01-19
NON-OPERATING ESTABLISHMENTS
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                       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



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