SC 13D

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13D
                                 (Rule 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)



                              GOLDSTATE CORPORATION
                                (Name of Issuer)

                        Common Stock -- par value $0.0003
                         (Title of Class of Securities)

                                    000000000
                                 (CUSIP Number)

                              Diane D. Dalmy, Esq.
                              8965 W. Cornell Place
                            Lakewood, Colorado 80227
                                  303.985.9324
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                 March 30, 2000
             (Date of Event Which Requires Filing of This Statement)

     If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].

Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d- 7(b)for other
parties to whom copies are to be sent.


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

     1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).




                                  SCHEDULE 13D


CUSIP No.   0000000000
- --------------------------------------------------------------------------------
1       NAME OF REPORTING PERSON:          Marnie Stanton
        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a) [ ]
                                                                    (b) [ ]
- --------------------------------------------------------------------------------
3       SEC USE ONLY

- --------------------------------------------------------------------------------
4       SOURCE OF FUNDS
        PN
- --------------------------------------------------------------------------------
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
        ITEMS 2(d) or 2(e)                                        [  ]
- --------------------------------------------------------------------------------
6       CITIZENSHIP OR PLACE OF ORGANIZATION
        British Columbia, Canada
- --------------------------------------------------------------------------------
                            7      SOLE VOTING POWER
                                   2,771,000 Shares of Common Stock
     NUMBER OF SHARES       ----------------------------------------------------
       BENEFICIALLY         8      SHARED VOTING POWER
         OWNED BY                  0
      EACH REPORTING        ----------------------------------------------------
          PERSON            9      SOLE DISPOSITIVE POWER
           WITH                    2,771,000
                            ----------------------------------------------------
                            10     SHARED DISPOSITIVE POWER
                                   0
- --------------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        2,771,000 Shares of Common Stock
- --------------------------------------------------------------------------------
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
        SHARES                                                    [   ]
- --------------------------------------------------------------------------------
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        16.39%
- --------------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON
        IN
- --------------------------------------------------------------------------------

     This original Schedule 13D statement (the "Schedule") is filed on behalf of
Marnie Stanton ("Stanton") as the reporting person hereunder, relative to the
acquisition by Stanton of certain shares of common stock issued by Goldstate
Corporation. Stanton has not made any previous filings on Schedule 13D.




ITEM 1. SECURITY AND ISSUER.

     This Schedule relates to the voting common stock, $0.0003 par value, of
Goldstate Corporation ("GDSA"). GDSA maintains its principal executive offices
at 3305 Spring Mountain Road, Suite 60, Las Vegas, Nevada 89102.

ITEM 2. IDENTITY AND BACKGROUND

     This Schedule is being filed by Marnie Stanton, an individual who is a
citizen of Canada. The address of Stanton is 19489 115th A Avenue, Pitt
Meadonws, British Columbia V3Y 1R5.

     Pursuant to General Instruction C of Schedule 13D, the "Instruction C
Person" is Marnie Stanton. Stanton has the sole right to control the disposition
of and vote the GDSA securities. The information specified in Item 2 with
respect to such Instruction C Person is as follows.

     During the last five (5) years, the Instruction C Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction or become subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

     At the execution of the Assignment Agreement between Amerocan Marketing,
Inc. ("Amerocan") and Stanton dated March 30, 2000 (the "Assignment Agreement"),
2,771,000 shares of restricted common stock of GDSA were issued to Stanton. The
consideration exchanged for the securities of GDSA was a promissory note in the
principal amount of $33,950.00 bearing interest at the rate of 8% per annum with
a repayment term of five years from the date of the Assignment Agreement. A copy
of the Assignment Agreement between Amerocan and Stanton is filed herewith as
Exhibit A.




ITEM 4. PURPOSE OF TRANSACTION

     The transaction described herein was undertaken for the purpose of
obtaining by Amerocan an entity or person which had a better ability for paying
cash to Amerocan for amounts due and owing Amerocan by GDSA as follows:

(i)  GDSA had incurred debt inclusive of accrued interest in the aggregate
     amount of $48,500.00 with Amerocan for either past financial,
     administrative and managerial services performed by Amerocan pursuant to a
     consulting service agreement entered into with GDSA and/or prior advances
     made by Amerocan to GDSA.

(ii) GDSA entered into a settlement agreement with Amerocan dated March 29, 2000
     (the "Settlement Agreement")whereby Amerocan agreed to settle the debt owed
     to it by GDSA and accept the issuance of restricted common shares of GDSA
     at the rate of $0.0175 per share as settlement for all interest and
     principle due and outstanding to Amerocan as of the date of the Settlement
     Agreement.

(iii) GDSA desired to enter into the Settlement Agreement to clear its financial
     books of this and other liabilities in order that GDSA could proceed with
     other financings, and is not in a financial position to be able to pay cash
     to Amerocan for satisfaction of such debt.

(iv) Subsequently, Amerocan entered into the Assignment Agreement with Stanton
     whereby Amerocan agreed to assign all of its rights, title and interest in
     the Settlement Agreement, including the issuance of the restricted common
     shares of GDSA, in exchange for the issuance of a promissory note.

(v)  Amerocan desired to enter into the Assignment Agreement in order to obtain
     a discounted promissory note from an entity or person which had a better
     ability to pay Amerocan cash for satisfaction of such debt.

Pursuant to the instructions for items (a) through (j) of Item 4, Stanton has
plans as follows:

(a)  As set forth in Item 3 of this Schedule, Stanton has acquired 2,771,000
     shares of restricted common stock of GDSA. Stanton Garner may consider the
     acquisition of additional securities of GDSA, the issuer, but has no
     present plans or proposals to do so.

(b)  Stanton has no present plans or proposals to cause a merger or effect a
     liquidation or reorganization of GDSA or to enter into extraordinary
     corporate transactions.

(c)  Stanton has no present plans or proposals to cause a sale or transfer of a
     material amount of assets of GDSA.

(d)  Stanton plans to exercise the voting rights associated with ownership of
     shares of common stock of GDSA.




(e)  Stanton has no present plans or proposals to cause a material change in the
     capitalization of GDSA.

(f)  Stanton has no present plans or proposals to make any other material change
     to the business or corporate structure of GDSA.

(g)  Stanton has no present plans or proposals to change GDSA's charter, bylaws
     or instruments corresponding thereto or to take other actions that impede
     the acquisition of control of GDSA by any person.

(h)  Stanton has no present plans or proposals to cause GDSA's common stock from
     not being quoted on the OTC Bulletin Board.

(i)  Stanton has no present plans or proposal relating to a class of securities
     of GDSA becoming eligible for termination of registration pursuant to
     Section 12(g)(4) of the Securities Exchange Act of 1934.

(j)  Stanton does not have any present plans or proposals to take any action
     similar to any of those enumerated in (a) through (i) above.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a)  As of the close of business on March 30, 2000, Stanton beneficially owned
     2,771,000 shares (or approximately 16.39% of the outstanding shares) of
     GDSA's common stock as follows:

     Holder                          Number of Shares
     ------                          ----------------

     Marnie Stanton                  2,771,000

     Total                           2,771,000

(b)  The Instruction C Person does not own any common or preferred shares of
     GDSA. Stanton has sole power to vote or to direct the voting of the
     2,771,000 common shares of GDSA.

(c)  As of March 30, 2000, and within the sixty day period prior thereto, to the
     best knowledge and belief of the undersigned, no transactions involving
     GDSA equity securities had been engaged in by Stanton, nor does Stanton
     have any right to acquire such securities.

(d)  To the best knowledge and belief of the undersigned, no person other than
     Stanton has the right to receive or the power to direct the receipt of
     dividends from, or the proceeds from the sale of, such securities.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        SECURITIES OF THE ISSUER

     No contracts, arrangements, understandings or relationships among the
person named in Item 2 exist with respect to securities of the issuer.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

(a)  Assignment Agreement dated March 30, 2000 between Amerocan Marketing, Inc.
     and Marnie Stanton.




                                   SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.




Date: April 7, 2000                   /s/ Marnie Stanton
- -------------------                   ------------------
                                      Marnie Stanton

EX-10

                              ASSIGNMENT AGREEMENT

     THIS AGREEMENT dated this 30th day of March, 2000 authorizes the assignment

BETWEEN:
           AMEROCAN MARKETING, INC., a company having an office at
           219 Broadway, Suite 505
           Laguna Beach, CA  92651          (hereinafter called the "Assignor")
AND:
           MARNIE STANTON of
           19489 115th A Avenue,
           Pitt Meadows, British Columbia  V3Y 1R5
                                            (hereinafter called the "Assignee")

WHEREAS, Goldstate Corporation ("Goldstate") is indebted to the Assignor in the
aggregate amount of $48,500.00 for (i) certain financial, administrative and
managerial services performed by the Assignor pursuant to a consulting and
management service agreement between Goldstate and Assignor, and/or (ii)
advances provided by the Assignor to Goldstate, and/or (iii) accrued interest on
unpaid amounts due to the Assignor thereunder; and

WHEREAS, Goldstate is indebted to the Assignor for repayment of such aggregate
amount of $48,500.00; and

WHEREAS, Goldstate and the Assignor acknowledge that the aggregate amount of
$48,500.00 is due and owing to the Assignor (the "Receivable"); and

WHEREAS, Goldstate and Assignor entered into a settlement agreement dated March
29, 2000 (the "Settlement Agreement"), whereby Goldstate agreed to issue to the
Assignor 2,771,000 shares of its restricted common stock at $0.175 per share
(the "Shares") as full and complete satisfaction of the Receivable; and

WHEREAS, the Assignor desires to assign all of its rights, title and interest in
the Settlement Agreement and to the Receivable, including its further settlement
of the 2,771,000 restricted common shares in the capital of Goldstate
Corporation, to the Assignee; and

WHEREAS, the Assignee is willing to accept the assignment of all of the rights,
title and interest in the Settlement Agreement and to the Receivable, including
the issuance of the 2,771,000 restricted common shares in the capital of
Goldstate, from the Assignor in exchange for a promissory note in the amount of
$33,950.00 bearing interest at the rate of 8% per annum with a repayment term of
5 years from the date of this Assignment Agreement, such promissory note is
attached to this Agreement; and

WHEREAS, the board of directors of Goldstate pursuant to resolutions dated
January 24, 2000 has authorized the execution of the Settlement Agreement and
the subsequent issuance of 2,771,000 restricted common shares to Assignee in
accordance with the terms of this Agreement.

THEREFORE, the parties to this Agreement now agree as follows:

     1.   The Assignor assigns all of its rights, title and interest in the
          Settlement Agreement and to the Receivable, including its right to the
          issuance of 2,771,000 restricted common shares in the capital of
          Goldstate to Assignee in exchange for a promissory note in the amount
          of $33,950.00 bearing interest at the rate of 8% per annum with a
          repayment term of 5 years from the date of this Assignment Agreement,
          such promissory note is attached to this Agreement.




     2.   The Assignor further agrees to direct Goldstate to issue 2,771,000 of
          its restricted common shares in the name of the Assignee in accordance
          with the provisions of this Agreement.

     3.   The Assignee agrees to accept such assignment and expressly assumes
          and agrees to be bound by the terms of the Settlement Agreement and
          further agrees to accept the issuance and delivery of 2,771,000
          restricted shares of common stock in the capital of Goldstate
          Corporation in full settlement and satisfaction of the Receivable.

     4.   The Assignee further agrees to release and forever discharge Goldstate
          from any and all causes of action, debts, sums of money, claims and
          demands whatsoever, in law or in equity, related to the Receivable,
          which the Assignee now or hereafter can, shall or may have.

     5.   The Assignee is aware that the Shares are not being registered under
          the Securities Act of 1933, as amended (the "Securities Act"). The
          Assignee understands that the Shares are being issued in reliance on
          the exemption from registration provided by Section 4(2) thereunder.
          The Assignee understands that it may be required to bear the economic
          risk of this investment for an indefinite period of time because there
          is currently no trading market for the Shares and the Shares cannot be
          resold or otherwise transferred unless applicable federal and state
          securities laws are complied with or exemptions therefrom are
          available.

     6.   The Assignee represents and warrants that the Shares are being
          acquired solely for The Assignee's own account, for investment
          purposes only, and not with a view to or in connection with, any
          resale or distribution. The Assignee understands that the Shares are
          nontransferable unless the Shares are registered under the Securities
          Act and under any applicable state securities law or an opinion of
          counsel satisfactory to Goldstate is delivered to Goldstate to the
          effect that any proposed disposition of the Shares will not violate
          the registration requirements of the Securities Act and any applicable
          state securities laws. The Assignee further understands that Goldstate
          has no obligations to register the Shares under the Securities Act or
          to register or qualify the Shares for sale under any state securities
          laws, or to take any other action, through the establishment of
          exemption(s) or otherwise, to permit the transfer thereof.

     7.   The Assignee has had an opportunity to ask questions of and received
          answers from the officers, directors and employees of Goldstate or a
          person or persons acting on its or their behalf, concerning the
          financial position of Goldstate.

     8.   This Settlement Agreement shall be effective as of March 30, 2000, and
          shall be binding upon and inure to the benefit of the parties hereto
          and their respective assigns and successors.

The foregoing may be signed in counter parts, each of which so executed shall be
deemed to be an original including each such copy sent by facsimile
transmission, and such counterparts together shall constitute but one and the
same instrument.

AMEROCAN MARKETING, INC.,                      MARNIE STANTON



By: /s/ Signature on File                      By: /s/ Marnie Stanton
- -------------------------                      -------------------------------
President




                                 PROMISSORY NOTE

$33,950.00 US Funds                                               March 30, 2000

     For VALUE RECEIVED, the undersigned MARNIE STANTON ("Payor"), an individual
of 19489 115th A Avenue, Pitt Meadows, British Columbia V3Y 1R5, promises to pay
to AMEROCAN MARKETING, INC., ("Payee") a company having its registered office at
219 Broadway, Suite 505, Laguna Beach, CA 92651 the principal amount of
$33,950.00 (THIRTY-THREE THOUSAND NINE HUNDRED AND FIFTY DOLLARS AND ZERO CENTS)
in US funds, which is payable in cash on March 30, 2005. The Payor agrees to
repay the entire balance of the promissory note together with accrued simple
interest at the annual rate of interest of 8% per annum calculated not in
advance.

Notwithstanding the place where this promissory note is executed, the Payor
expressly agrees that all the terms and provisions hereof shall be governed by
and construed in accordance with the laws of the State of Nevada.

Accepted this 30th day of March, 2000,



/s/ Marnie Stanton
- -----------------------------------
MARNIE STANTON