-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HX8FQRnjYTPxbBXpHov4MQzJg5v5Lx/bqnu7WyNnoh/G5fLd8Q7AP3ZmAMH09jYc pUmLw+Q8YQzyqp+/S38vFg== 0001050502-00-000498.txt : 20000421 0001050502-00-000498.hdr.sgml : 20000421 ACCESSION NUMBER: 0001050502-00-000498 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000420 ITEM INFORMATION: FILED AS OF DATE: 20000420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLDSTATE CORP CENTRAL INDEX KEY: 0001050248 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 880354425 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-26705 FILM NUMBER: 605756 BUSINESS ADDRESS: STREET 1: 2950 E FLAMINGO RD STREET 2: STE G CITY: LAS VEGAS STATE: NV ZIP: 89121 BUSINESS PHONE: 8882285526 MAIL ADDRESS: STREET 1: 2950 E FLAMINGO RD STREET 2: STE G CITY: LAS VEGAS STATE: NV ZIP: 89121 8-K 1 FORM 8-K 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: April 20, 2000 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 1 through 4 and 6 through 8 not applicable. Item 5. Other Events Resignation of Director/Election of New Director ------------------------------------------------ Harold Gooding, the sole director and the President, Secretary/Treasurer of Goldstate Corporation, a Nevada corporation (the "Company") resigned as a director, president, secretary and treasurer of the Company effective as of April 17, 2000. Subsequently, the shareholders of the Company, pursuant to written consent in lieu of a special meeting dated April 17, 2000 and consented to by over a majority vote of the shareholders of the Company, approved and elected Carson Walker as the director of the Company to fill the vacancy created by the resignation of Harold Gooding. As of the date of this report, the directors and executive officers of the Company are as follows: Name Age Position with the Company - ---- --- ------------------------- Carson Walker 49 Director and President, Secretary/Treasurer CARSON WALKER has been a director and the President, Secretary and Treasurer of the Company since April 17, 2000. Mr. Walker was a director of Sanfred Resources Ltd., a Canadian Venture Exchange company, from May 1996 through December 1999. Mr. Walker was responsible for investor relations and raising capital for Sanfred Resources Ltd. From May 1996 through December 1999, Mr. Walker was also a director and the Secretary for Redmond Capital, Inc., an OTC Bulletin Board company, where he was responsible for investor relations. From July 1996 through June 1997, Mr. Walker was Vice President of Corporate Communications at Rock Resources Ltd., a Canadian Venture Exchange company, where he was responsible for investor relations and raising funds. Mr. Walker attended Vancouver City College in Vancouver, British Columbia, where he earned a diploma as a Denturist. Mr. Walker then entered private practice where he enjoyed two successful practices located in Quesnel, British Columbia, and Nanaimo, British Columbia. During this period of private practice, Mr. Carson established an extensive network of associated with similar concerns and aspirations to provide affordable public healthcare. Rescission of Management Consulting Agreement --------------------------------------------- The Company and Investor Communications International, Inc. ("ICI") entered into a rescission of management consulting agreement dated April 15, 2000 (the "Rescission Agreement"). Previously, the Company and ICI had entered into a consulting services and management agreement on July 1, 1999 (the "Consulting Agreement") to continue for a term of 24 months whereby ICI was to perform certain services for the Company including, but not limited to, (i) financial; (ii) gold and silver exploration management; and (iii) corporate administration and public relations. The Company incurred debt inclusive of accrued interest in the aggregate amount of $295,952.54 with ICI relating to prior performance of such financial, administrative and managerial services and prior advances made by ICI to the Company. The Company subsequently entered into a settlement agreement dated March 29, 2000 with ICI whereby ICI agreed to accept the issuance of restricted common shares of the Company at the rate of $0.0175 per share as settlement for all interest and principle due and outstanding. Thereafter, the Company and ICI entered into the Rescission Agreement to terminate the Consulting Agreement prior to the scheduled termination date of June 30, 2001. Stock Option Transfer and Assignment Agreement ---------------------------------------------- The Company entered into separate share option transfer and assignment agreements dated April 17, 2000 (the "Share Option Transfer/Assignment Agreement") with Gino Cicci, Grant Atkins, Brent Pierce, Harold Gooding and Marcus Johnson (collectively, the "Option Holders"). During fiscal year ended 1999, the Board of Directors authorized the grant of stock options to certain officers, directors and significant consultants of the Company as follows: - -------------------------------------------------------------------------------- Name Number of Date of Grant Exercise Price Date of Shares Granted Expiration - -------------------------------------------------------------------------------- Gino Cicci 200,000 6/15/99 $0.15 3/1/19 Grant Atkins 300,000 3/15/99 $0.15 3/1/19 Brent Pierce 300,000 3/15/99 $0.15 3/1/19 Harold Gooding 100,000 3/15/99 $0.15 3/1/19 Marcus Johnson 100,000 3/15/99 $0.15 3/1/19 - -------------------------------------------------------------------------------- As of the date of this report, none of the Option Holders have exercised their respective stock options. Subsequently, the Option Holders each entered into a Share Option Transfer/Assignment Agreement in which each respective Option Holder agreed to transfer and assign to the Company his respective share options. Letter of Intent with National Care Card ---------------------------------------- Reference is made to the press release issued to the public by the Company on April 14, 2000, the text of which is attached hereto as Exhibit 99.1, for a description of the events reported pursuant to this paragraph of Form 8-K. SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. GOLDSTATE CORPORATION Date: April 20, 2000 By: /s/ Carson Walker - -------------------- --------------------- Carson Walker, President EX-99.1 2 EXHIBIT 99.1 GOLDSTATE CORPORATION (OTC BB-GDSA) FOR IMMEDIATE RELEASE Las Vegas, Nevada April 20, 2000 - -------------------------------------------------------------------------------- GOLDSTATE CORPORATION ANNOUNCES NEW DIRECTOR APPOINTMENT Goldstate Corporation (the "Corporation") (Symbol GDSA OTC BB) is pleased to announce the appointment of Mr. Carson Walker as director and President of the Corporation. Mr. Walker replaces Harold Gooding as the sole director and officer of the Corporation. Mr. Walker possesses a solid professional financial and consulting background with specific expertise in public health. He has over thirty years experience in public health care with over 15 years in private practice. During that period, Mr. Carson has established an extensive network of associates with similar concerns to provide affordable public health care. Mr. Walker was a director of Sanfred Resources Ltd., a Canadian Venture Exchange company, from May 1996 through December 1999. Mr. Walker was responsible for investor relations and for raising capital for Sanfred Resources Ltd. Mr. Walker was also a director and the Secretary for Redmond Capital, Inc., an OTC Bulletin Board company, where he was responsible for investor relations. Mr. Walker was Vice President of Corporate Communications at Rock Resources Ltd., a Canadian Venture Exchange company, where he was responsible for investor relations and fund raising. Mr. Walker attended Vancouver City College in Vancouver, British Columbia, where he earned a diploma as a Denturist. Mr. Walker then entered private practice where he enjoyed two successful practices located in Quesnel, British Columbia, and Nanaimo, British Columbia. During this period of private practice, Mr. Carson established an extensive network of associated with similar concerns and aspirations to provide affordable public healthcare. - -------------------------------------------------------------------------------- Contact: Craig Forgie, Investor Relations E-mail: investor@goldstatecorp.com Phone: (888) 228-5526 Web-site: www.goldstatecorp.com ================================================================================ SAFE HARBOR STATEMENT Forward-looking statements in this release are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties, including, without limitation, commodity prices of precious metals and actual results differing materially from projections because of geological factors, operation factors, government regulations or factors relied upon from independent sources, may either negatively or positively impact exploration or mining operations. Forward-looking statements involve known and unknown risks and uncertainties that may cause the Company's actual results in the future periods to differ materially from forecasted results. The Company assumes no obligation to update the information in this release. - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----