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:           Sheffield Holdings Ltd.
       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
       Anguilla, West Indies
- --------------------------------------------------------------------------------
                           7      SOLE VOTING POWER
                                  1,800,000 Shares of Common Stock
    NUMBER OF SHARES       -----------------------------------------------------
      BENEFICIALLY         8      SHARED VOTING POWER
        OWNED BY                  0
     EACH REPORTING        -----------------------------------------------------
         PERSON            9      SOLE DISPOSITIVE POWER
          WITH                    1,800,000
                           -----------------------------------------------------
                           10     SHARED DISPOSITIVE POWER
                                  0
- --------------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        1,800,000 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)
        11.30%
- --------------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON
        CO
- --------------------------------------------------------------------------------

     This original Schedule 13D statement (the "Schedule") is filed on behalf of
Sheffield Holdings Ltd. ("Sheffield") and its sole shareholder, Philrose Bryan
("Bryan") as the reporting persons hereunder, relative to the acquisition by of
certain shares of common stock issued by Goldstate Corporation. Neither
Sheffield nor Bryan has 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 Sheffield Holdings Ltd., a corporation
organized under the laws of Anguilla, West Indies, and its sole shareholder,
Philrose Bryan. The principal business and principal offices of Sheffield and
Bryan are The Law Building, P.O. Box 14, The Valley, Antigua, W.I.

     Pursuant to General Instruction C of Schedule 13D, the executive officers
and directors of Sheffield and the person controlling Sheffield (collectively,
the "Instruction C Persons") and the information specified in items (a) through
(f) of Item 2 with respect to each Instruction C Person, are as follows:

- --------------------------------------------------------------------------------
    Name               Position with                  Business Address
                        Sheffield
- --------------------------------------------------------------------------------

Philrose Bryan         Director/President and         The Law Building
                       Secretary                      P.O. Box 14
                                                      The Valley
                                                      Antigua, W.I.
- --------------------------------------------------------------------------------

     Philrose Bryan is the sole shareholder and controlling person of Sheffield.
Bryan has the sole right to control the disposition of and vote the GDSA
securities acquired.

     During the last five (5) years, no Instruction C Person has 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 Investor
Communications International, Inc. ("ICI") and Sheffield dated March 30, 2000
(the "Assignment Agreement"), 1,800,000 shares of restricted common stock of
GDSA were issued to Sheffield. The consideration exchanged for the securities of
GDSA was a promissory note in the principal amount of $21,404.43 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 As signment Agreement
between ICI and Sheffield is filed herewith as Exhibit A.




ITEM 4. PURPOSE OF TRANSACTION

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

(i)  GDSA had incurred debt inclusive of accrued interest in the aggregate
     amount of $295,952.54 with ICI for either past financial, administrative
     and managerial services performed by ICI pursuant to a consulting service
     agreement entered into with GDSA and/or prior advances made by ICI to GDSA.

(ii) GDSA entered into a settlement agreement with ICI dated March 29, 2000 (the
     "Settlement Agreement")whereby ICI 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 ICI 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 ICI for satisfaction of such debt.

(iv) Subsequently, ICI entered into the Assignment Agreement with Sheffield
     whereby ICI 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)  ICI desired to enter into the Assignment Agreement in order to obtain a
     discounted promissory note from an entity which had a better ability to pay
     ICI cash for satisfaction of such debt.

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

(a)  As set forth in Item 3 of this Schedule, Sheffield has acquired 1,800,000
     shares of restricted common stock of GDSA. As set forth in Item 2 of this
     Schedule, Philrose Bryan is the sole shareholder of Sheffield. Sheffield
     and Bryan may consider the acquisition of additional securities of GDSA,
     the issuer, but have no present plans or proposals to do so.

(b)  Sheffield and Bryan have 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)  Sheffield and Bryan have no present plans or proposals to cause a sale or
     transfer of a material amount of assets of GDSA.

(d)  Sheffield and Bryan plan to exercise the voting rights associated with
     ownership of shares of common stock of GDSA.

(e)  Sheffield and Bryan have no present plans or proposals to cause a material
     change in the capitalization of GDSA.




(f)  Sheffield and Bryan have no present plans or proposals to make any other
     material change to the business or corporate structure of GDSA.

(g)  Sheffield and Bryan have 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)  Sheffield and Bryan have no present plans or proposals to cause GDSA's
     common stock from not being quoted on the OTC Bulletin Board.

(i)  Sheffield and Bryan have 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)  Neither Sheffield nor Bryan 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, Sheffield beneficially owned
     1,800,000 shares (or approximately 11.30% of the outstanding shares) of
     GDSA's common stock as follows:

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

     Sheffield Holdings Ltd.         1,800,000

     Total                           1,800,000

(b)  No Instruction C Person owns any common or preferred shares of GDSA.
     Sheffield and Bryan have sole power to vote or to direct the voting of the
     1,800,000 common shares of GDSA held by Sheffield.

(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 Sheffield or Bryan, by the
     directors, officers, controlling persons, affiliates or subsidiaries, or by
     any associates of said parties, nor do any of said parties have any right
     to acquire such securities.

(d)  To the best knowledge and belief of the undersigned, no person other than
     Sheffield and Bryan 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
persons 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 Investor Communications
     International, Inc. and Sheffield Holdings Ltd.




                                   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.

                                      Sheffield Holdings Ltd.

Date: April 7, 2000                   By: /s/ Philrose Bryan
- -------------------                   ----------------------
                                      Philrose Bryan
                                      President

EX-10

                              ASSIGNMENT AGREEMENT

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

BETWEEN:
          INVESTOR COMMUNICATIONS INTERNATIONAL, INC., a company having an
          office at
          435 Martin Street, Suite 2000
          Blaine, Washington 98230     (hereinafter called the "Assignor")

AND:
          SHEFFIELD HOLDINGS LTD. a company having an office at
          The Law Building, P.O. Box 14
          The Valley, Antigua W.I.     (hereinafter called the "Assignee")

WHEREAS, Goldstate Corporation ("Goldstate") is indebted to the Assignor in the
aggregate amount of $30,577.76 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 $30,577.76; and

WHEREAS, Goldstate and the Assignor acknowledge that the aggregate amount of
$30,577.76 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 16,912,000 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 1,800,000 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 1,800,000 restricted common shares in the capital of
Goldstate, from the Assignor in exchange for a promissory note in the amount of
$21,404.43 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 1,800,000 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 1,800,000 restricted common shares in the capital of
          Goldstate to Assignee in exchange for a promissory note in the amount
          of $21,404.43 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 1,800,000 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 1,800,000
          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.

INVESTOR COMMUNIATIONS                      SHEFFIELD HOLDINGS LTD.
INTERNATIONAL, INC.,



By: /s/ Signature on File                   By:  /s/ Philrose Bryan
- -------------------------                   ------------------------------
President                                   President





                                 PROMISSORY NOTE

$21,404.43 US Funds                                               March 30, 2000

     For VALUE RECEIVED, the undersigned SHEFFIELD HOLDINGS LTD. ("Payor"), a
company having its office at The Law Building, P.O. Box 14, The Valley, Antigua
W.I., promises to pay to INVESTOR COMMUNICATIONS INTERNATIONAL, INC., ("Payee")
a company having its registered office at 435 Martin Street, Suite 2000, Blaine,
Washington 98230 the principal amount of $21,404.43 (TWENTY-ONE THOUSAND FOUR
HUNDRED AND FOUR DOLLARS AND FORTY-THREE 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/ Philrose Bryan
- ---------------------------------------
Philrose Bryan
SHEFFIELD HOLDINGS LTD.