U.S. 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: May 18, 2001
GOLDSTATE CORPORATION
(Exact name of small business issuer as specified in its charter)
NEVADA
(State or other Jurisdiction as Specified in Charter
00-26705 88-0354425
(Commission file number) (I.R.S. Employer Identification No.)
3305 Spring Mountain Road, Suite 60
Las Vegas, Nevada 89012
(Address of Principal Executive Offices)
(888) 228-5526
(Issuer's telephone number)
Items 2 through 6 and 8 not applicable.
Item 1. Changes in Control of Registrant
(a) On May 18, 2001, the board of directors of Goldstate Corporation, a
Nevada corporation (the "Company") authorized the execution of settlement
agreements with certain creditors of the Company and the subsequent issuance of
an aggregate of 7,035,308 shares of its restricted common stock.
The Company has incurred debt inclusive of accrued interest in the
aggregate amount of $125,706.17 and $15,000.00, respectively, with certain
creditors of the Company (the "Creditor(s)"). Such debt due and owing by the
Company relates to either past financial, administrative and managerial services
performed by the respective Creditor pursuant to consulting service agreements
entered into with the Company and/or prior advances made by the respective
Creditor to the Company. Therefore, the Company entered into separate settlement
agreements dated May 18, 2001, respectively, with each Creditor (the "Settlement
Agreement(s)"), whereby each Creditor agreed to settle the debt owed to it by
the Company and accept the issuance of restricted common shares of the Company
at the rate of $0.02 per share as settlement for all interest and principle due
and outstanding to such Creditor as of the date of the Settlement Agreement as
follows:
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Name of Creditor Dollar Amount Rate per Share Number of Shares of
Of Debt Common Stock Issued
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Tarmac Management Ltd. $125,706.17 $0.02 6,285,308
No. 50 Corporate $ 15,000.00 $0.02 750,000
Ventures Ltd.
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(b) Subsequently, Tarmac Management Ltd. ("Tarmac") entered into several
separate assignment agreements dated May 18, 2001 (the "Assignment
Agreement(s)"), whereby Tarmac agreed to assign certain of its rights, title and
interest in the Settlement Agreement, including the issuance of the restricted
common shares of the Company, in exchange for the settlement and release of
contractual debts owed by Tarmac to certain creditors.
(c) On May 18, 2001, the Company issued an aggregate of 7,035,308 of its
restricted common stock to the Creditors and the respective assignees of Tarmac
based upon the assignee's proportionate right to the issuance of such shares of
restricted common stock. As a result of the issuance of 7,035,308 shares of its
restricted common stock on May 18, 2001, which represents approximately 64.9% of
the current issued and outstanding shares of common stock, there was a change in
control of the Company. The following table sets forth the name and address, as
of the date of this Report, and the approximate number of shares of common stock
owned of record or beneficially by each person who owned of record, or was known
by the Company to own beneficially, more than five percent (5%) of the Company's
common stock, and the name and shareholdings of each officer and director and
all officers and directors as a group.
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Title of Class Name and Address of Amount and Nature Percent of
Beneficial Owner of Class Class
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Common Stock No. 50 Corporate 1,491,200 13.8%
Ventures Ltd.
1255 W. Pender St.
Vancouver, B.C.
Canada V6E 2V1
Common Stock Cybergarden 695,000 6.4%
Development, Inc.
1177 W. Hastings St.
Suite 1710
Vancouver, B.C.
Canada V6E 2L3
Common Stock Tarmac Management Ltd. 785,308 7.2%
1250 W. Hastings St.
Vancouver, B.C.
Canada V6E 2M4
Common Stock All officers and 100,000 .09%
directors as a group
(2 persons)
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There are no arrangements or understandings among the entities and
individuals referenced above or their respective associates concerning election
of directors or any other matters which may require shareholder approval.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
10.1 Settlement Agreement dated May 18, 2001 between Goldstate
Corporation and Tarmac Management Ltd.
10.2 Settlement Agreement dated May 18, 2001 between Goldstate
Corporation and No. 50 Corporate Ventures Ltd.
SIGNATURES
In accordance with 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, hereunto duly authorized.
GOLDSTATE CORPORATION
Date: May 18, 2001 By: /s/ Ron F. Horvat
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Ron F. Horvat, President