-----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, Mdw/fWRnDe5kR+FUkJTnOPnYH9aSFOO56gQPHfMorKQuths51pVEm1YA6fTBAHTA KpWELBsdlqbeg4/QbHNjAQ== 0001050502-01-500126.txt : 20010604 0001050502-01-500126.hdr.sgml : 20010604 ACCESSION NUMBER: 0001050502-01-500126 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010518 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010601 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: 1652515 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 8-K 1 goldstate8k.txt 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: 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: - -------------------------------------------------------------------------------- Name of Creditor Dollar Amount Rate per Share Number of Shares of Of Debt Common Stock Issued - -------------------------------------------------------------------------------- Tarmac Management Ltd. $125,706.17 $0.02 6,285,308 No. 50 Corporate $ 15,000.00 $0.02 750,000 Ventures Ltd. - -------------------------------------------------------------------------------- (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. - -------------------------------------------------------------------------------- Title of Class Name and Address of Amount and Nature Percent of Beneficial Owner of Class Class - -------------------------------------------------------------------------------- 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) - -------------------------------------------------------------------------------- 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 ---------------------- Ron F. Horvat, President EX-10.1 2 ex10-1goldstate.txt SETTLEMENT AGREEMENT EXHIBIT 10.1 SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT is entered into as of this 18th day of May, 2001 by and between Goldstate Corporation, a Nevada corporation (the "Company") and Tarmac Management Ltd. ("Tarmac"). RECITALS: WHEREAS, the Company and Tarmac had entered into a consulting and management service agreement whereby the Company is indebted to Tarmac for certain financial, administrative and managerial services performed by Tarmac thereunder; WHEREAS, Tarmac has made advances to the Company for working capital for which the Company is indebted to Tarmac for repayment of such advances; WHEREAS, the Company and Tarmac acknowledge that the aggregate amount of $125,706.17 is due and owing Tarmac by the Company related to the advances made and the services performed by Tarmac (the "Debt"); and WHEREAS, the Company agrees to issue to Tarmac 6,285,308 shares of its restricted common stock at approximately $0.02 per share (the "Shares") as full and complete satisfaction of the Debt. AGREEMENT 1. The Company shall issue to Tarmac 6,285,308 Shares in full and complete satisfaction of the Debt. 2. Tarmac agrees to accept the issuance and delivery of 6,285,308 Shares in full settlement and satisfaction of the Debt, and further agrees to release and forever discharge the Company from any and all causes of action, debts, sums of money, claims and demands whatsoever, in law or in equity, related to the Debt, which Tarmac now or hereafter can, shall or may have. 3. Tarmac is aware that the Shares are not being registered under the Securities Act of 1933, as amended (the "Securities Act"). Tarmac understands that the Shares are being issued in reliance on the exemption from registration provided by Section 4(2) thereunder. Tarmac 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. 4. Tarmac represents and warrants that the Shares are being acquired solely for Tarmac's own account, for investment purposes only, and not with a view to or in connection with, any resale or distribution. Tarmac 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 the Company is delivered to the Company 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. Tarmac further understands that the Company 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. 5. Tarmac has had an opportunity to ask questions of and received answers from the officers, directors and employees of the Company or a person or persons acting on its or their behalf, concerning the financial position of the Company. 6. 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. GOLDSTATE CORPORATION By:__________________________ President TARMAC MANAGEMENT LTD. By: _________________________ President EX-10.2 3 ex10-2goldstate.txt SETTLEMENT AGREEMENT EXHIBIT 10.2 SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT is entered into as of this 18th day of May, 2001 by and between Goldstate Corporation, a Nevada corporation (the "Company") and No. 50 Corporate Ventures Ltd. ("No. 50"). RECITALS: WHEREAS, the Company and No. 50 had entered into a consulting agreement whereby the Company is indebted to No. 50 for certain services performed by No. 50 thereunder; WHEREAS, the Company and No. 50 acknowledge that the aggregate amount of $15,000.00 is due and owing No. 50 by the Company related to the services performed by No. 50 (the "Debt"); and WHEREAS, the Company agrees to issue to No. 50 750,000 shares of its restricted common stock at approximately $0.02 per share (the "Shares") as full and complete satisfaction of the Debt. AGREEMENT 1. The Company shall issue to No. 50 750,000 Shares in full and complete satisfaction of the Debt. 2. No. 50 agrees to accept the issuance and delivery of 750,000 Shares in full settlement and satisfaction of the Debt, and further agrees to release and forever discharge the Company from any and all causes of action, debts, sums of money, claims and demands whatsoever, in law or in equity, related to the Debt, which No. 50 now or hereafter can, shall or may have. 3. No. 50 is aware that the Shares are not being registered under the Securities Act of 1933, as amended (the "Securities Act"). No. 50 understands that the Shares are being issued in reliance on the exemption from registration provided by Section 4(2) thereunder. No. 50 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. 4. No. 50 represents and warrants that the Shares are being acquired solely for No. 50's own account, for investment purposes only, and not with a view to or in connection with, any resale or distribution. No. 50 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 the Company is delivered to the Company 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. No. 50 further understands that the Company 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. 5. No. 50 has had an opportunity to ask questions of and received answers from the officers, directors and employees of the Company or a person or persons acting on its or their behalf, concerning the financial position of the Company. 6. 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. GOLDSTATE CORPORATION By:__________________________ President N0. 50 CORPORATE VENTURES LTD. By: _________________________ President -----END PRIVACY-ENHANCED MESSAGE-----