-----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, LRdFJlD3p0Kd08XCEn1LE0zwEzPVOoR3qHQZiixdAx+HD9YiWUNUvNhZXyWmR+de w0rmpVBKZm9Ix5LTyCqM0w== 0001050502-01-500124.txt : 20010604 0001050502-01-500124.hdr.sgml : 20010604 ACCESSION NUMBER: 0001050502-01-500124 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010601 SUBJECT COMPANY: 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: SC 13D SEC ACT: SEC FILE NUMBER: 005-58829 FILM NUMBER: 1652512 BUSINESS ADDRESS: STREET 1: 3305 SPRING MOUNTAIN RD STREET 2: STE 60 CITY: LAS VEGAS STATE: NV ZIP: 89012 BUSINESS PHONE: 8882285526 MAIL ADDRESS: STREET 1: 3305 SPRING MOUNTAIN RD STREET 2: STE 60 CITY: LAS VEGAS STATE: NV ZIP: 89012 FILED BY: 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: SC 13D BUSINESS ADDRESS: STREET 1: 3305 SPRING MOUNTAIN RD STREET 2: STE 60 CITY: LAS VEGAS STATE: NV ZIP: 89012 BUSINESS PHONE: 8882285526 MAIL ADDRESS: STREET 1: 3305 SPRING MOUNTAIN RD STREET 2: STE 60 CITY: LAS VEGAS STATE: NV ZIP: 89012 SC 13D 1 gs13d-cyber.txt 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) May 18, 2001 (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 [X]. 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: Cybergarden Development, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Not applicable. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS DEBT SETTLEMENT - -------------------------------------------------------------------------------- 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 695,000 Shares of Common Stock NUMBER OF SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING ---------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 695,000 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 695,000 Shares of Common Stock *The reporting person previously reported beneficial ownership of 5,950,000 shares of common stock which was reduced to 595,000 shares of common stock as a result of a reverse stock split of ten-to-one effective February 13, 2001. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- This original Schedule 13D statement (the "Schedule") is filed on behalf of Cybergarden Development Inc. ("Cybergarden") and its sole shareholder, Michelle Garner ("Garner") as the reporting persons hereunder, relative to the acquisition by Cybergarden of certain shares of common stock issued by Goldstate Corporation. Cybergarden and Garner made a previous filing on Schedule 13D reporting its initial acquisition. 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 Cybergarden Development, Inc., a corporation organized under the laws of British Columbia, Canada, and its sole shareholder, Michelle Garner. The principal business and principal offices of Cybergarden and Garner are 1105 Park Drive, Vancouver, British Columbia, V6P 2J7. Pursuant to General Instruction C of Schedule 13D, the executive officers and directors of Cybergarden and the person controlling Cybergarden (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 Cybergarden - -------------------------------------------------------------------------------- Michelle Garner Director/President and 1105 Park Drive Secretary Vancouver, B.C. V6P 2J7 - -------------------------------------------------------------------------------- Michelle Garner is the sole shareholder and controlling person of Cybergarden. Garner 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 Pursuant to the execution of an Assignment Agreement between Tarmac Management Ltd. ("Tarmac") and Cybergarden dated May 18, 2001 (the "Assignment Agreement"), 100,000 shares of restricted common stock of GDSA were issued to Cybergarden. The consideration exchanged for the securities of GDSA was the release and satisfaction by Cybergarden of a debt owed in the amount of $2,000.00 by Tarmac. A copy of the Assignment Agreement between Tarmac and Cybergarden is filed herewith as Exhibit A. ITEM 4. PURPOSE OF TRANSACTION The transaction described herein was undertaken for the purpose of settling and releasing Tarmac from its contractual obligation with Cybergarden by the assignment of shares of common stock of GDSA as follows: (i) GDSA had incurred debt inclusive of accrued interest in the aggregate amount of $125,706.17 with Tarmac for either past financial, administrative and managerial services performed by Tarmac pursuant to a consulting service agreement entered into with GDSA and/or prior advances made by Tarmac to GDSA. (ii) GDSA entered into a settlement agreement with Tarmac dated May 18, 2001 (the "Settlement Agreement") whereby Tarmac agreed to settle the debt owed to it by GDSA and accept the issuance of restricted common shares of GDSA at the rate of $0.02 per share as settlement for all interest and principle due and outstanding to Tarmac 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 Tarmac for satisfaction of such debt. (iv) Subsequently, Tarmac entered into the Assignment Agreement with Cybergarden whereby Tarmac agreed to assign certain of its rights, title and interest in the Settlement Agreement, including the issuance of 100,000 restricted shares of common stock of GDSA, in exchange for release and satisfaction of its contractual debt of $2,000.00 owed to Cybergarden. Pursuant to the instructions for items (a) through (j) of Item 4, Cybergarden has plans as follows: (a) As set forth in Item 3 of this Schedule, Cybergarden has acquired 695,000 shares of restricted common stock of GDSA. As set forth in Item 2 of this Schedule, Michelle Garner is the sole shareholder of Cybergarden. Cybergarden and Garner may consider the acquisition of additional securities of GDSA, the issuer, but have no present plans or proposals to do so. (b) Cybergarden and Garner 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) Cybergarden and Garner have no present plans or proposals to cause a sale or transfer of a material amount of assets of GDSA. (d) Cybergarden and Garner, on behalf of Cybergarden, plan to exercise the voting rights associated with ownership of shares of common stock of GDSA. (e) Cybergarden and Garner have no present plans or proposals to cause a material change in the capitalization of GDSA. (f) Cybergarden and Garner have no present plans or proposals to make any other material change to the business or corporate structure of GDSA. (g) Cybergarden and Garner 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) Cybergarden and Garner have no present plans or proposals to cause GDSA's common stock from not being quoted on the OTC Bulletin Board. (i) Cybergarden and Garner 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 Cybergarden nor Garner 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 May 18, 2001, Cybergarden beneficially owned 695,000 shares (or approximately 6.4% of the outstanding shares) of GDSA's common stock as follows: Holder Number of Shares ------ ---------------- Cybergarden Development Inc. 595,000 Cybergarden Development Inc. 100,000 Total 695,000 (b) No Instruction C Person owns any other common or preferred shares of GDSA. Cybergarden and Garner have sole power to vote or to direct the voting of the 695,000 common shares of GDSA held by Cybergarden. (c) As of May 18, 2001, 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 Cybergarden or Garner, 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 Cybergarden and Garner 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 May 18, 2001 between Tarmac Management Ltd. and Cybergarden Development, Inc. 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. Cybergarden Development, Inc. Date: May 18, 2001 By: /s/ Michelle Garner - ------------------- ----------------------- Michelle Garner President EX-10.3 2 ex10-3goldstate.txt ASSIGNMENT AGREEMENT EXHIBIT 10.3 ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT is dated this 18th day of May, 2001 by and between Tarmac Management Ltd. ("Assignor"), a company having an office at 1250 West Hastings Street, Vancouver, British Columbia, Canada V6E 2M4 and Cybergarden Development Inc., ("Assignee"), a corporation whose address is 1710 - - 1177 West Hastings Street, Vancouver, B.C. WHEREAS, Goldstate Corporation, a Nevada corporation ("Goldstate") is indebted to the Assignor in the aggregate amount of $125,706.17 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 (the "Debt"); and WHEREAS, Goldstate is indebted to the Assignor for repayment of such aggregate amount of $125,706.17; and WHEREAS, Goldstate and the Assignor entered into a settlement agreement dated May 18, 2001 (the "Settlement Agreement"), whereby Goldstate agreed to issue to the Assignor 6,285,308 shares of its restricted common stock at $0.02 per share (the "Shares") as full and complete satisfaction of the Debt; and WHEREAS, the Assignor and the Assignee acknowledge that the aggregate amount of $2,000.00 is due and owing by the Assignor to the Assignee for services rendered (the "Receivable"); and WHEREAS, the Assignor desires to assign to the Assignee certain of its rights, title and interest in the Settlement Agreement and to the Debt, including a portion of its further settlement of the 6,285,308 Shares in the capital of Goldstate; and WHEREAS, the Assignee is willing to accept the assignment of certain of the rights, title and interest in the Settlement Agreement and to the Debt, including a proportionate issuance of 100,000 of the 6,285,308 Shares in the capital of Goldstate from the Assignor in exchange for release and settlement of the Receivable in the amount of $2,000.00; and WHEREAS, the board of directors of Goldstate pursuant to resolutions dated May 18, 2001 has authorized the execution of the Settlement Agreement and the subsequent issuance of 6,285,308 Shares to Assignor in accordance with the terms of the Settlement Agreement. THEREFORE, the parties to this Assignment Agreement now agree as follows: 1. The Assignor assigns to Assignee certain of its rights, title and interest in the Settlement Agreement and to the Debt, including certain of its rights to 100,000 of the issuance of 6,285,308 Shares in the capital of Goldstate in exchange for the settlement and release of the Receivable in the amount of $2,000.00. 2. The Assignor further agrees to direct Goldstate to issue 100,000 Shares of Assignor's 6,285,308 Shares in the capital of Goldstate in the name of the Assignee in accordance with the provisions of this Assignment 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 100,000 Shares in the capital of Goldstate in full settlement and satisfaction of the Receivable. 4. The Assignee further agrees to release and forever discharge the Assignor 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 receive 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 May 18, 2001, 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. TARMAC MANAGEMENT LTD. By:_____________________________ President ________________________________ CYBERGARDENT DEVELOPMENT INC. -----END PRIVACY-ENHANCED MESSAGE-----