-----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, KQ7+qq1pS7jYe9QvB7P09ZqDhImsuyWw2EdjWxyxxp/SDzEgIihoBJeUtTyFOsks uXEbugzMBVWXQfOIKhLTnA== 0001050502-02-000453.txt : 20020614 0001050502-02-000453.hdr.sgml : 20020614 20020614165740 ACCESSION NUMBER: 0001050502-02-000453 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020613 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020614 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: 1934 Act SEC FILE NUMBER: 000-26705 FILM NUMBER: 02679809 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 goldstate8k6-13.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: June 13, 2002 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 22, 2002, 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 1,529,672 shares of its restricted common stock. The Company has incurred debt inclusive of accrued interest in the aggregate amount of $110,883.94 and $42,083.30, respectively, with certain creditors of the Company (the "Creditor(s)"). Such debt due and owing by the Company relates to past financial, administrative, managerial and investor relation services performed by the respective Creditor pursuant to contractual agreements entered into with the Company. Therefore, the Company entered into separate settlement agreements dated May 22, 2002, 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 $0.10 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. $110,883.94 $0.10 1,108,839 No. 50 Corporate $ 42,083.30 $0.10 420,833 Ventures Ltd. - -------------------------------------------------------------------------------- (b) On May 22, 2002, the Company issued an aggregate of 1,529,672 shares of its restricted common stock to the Creditors. As a result of the issuance of the 1,529,672 shares of its restricted common stock on May 22, 2002, 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 1,170,833 9.54% Ventures Ltd. 1255 W. Pender St. Vancouver, B.C. Canada V6E 2V1 Common Stock Cybergarden 695,000 5.66% Development, Inc. 1177 W. Hastings St. Suite 1710 Vancouver, B.C. Canada V6E 2L3 Common Stock Tarmac Management Ltd. 1,894,147 15.43% 1250 W. Hastings St. Vancouver, B.C. Canada V6E 2M4 Common Stock All officers and 100,000 .009% 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._ Settlement Agreement dated May 22, 2002 between Goldstate Corporation and Tarmac Management Ltd. 10._ Settlement Agreement dated May 22, 2002 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: June 12, 2002 By: /s/ Laara Shaffer --------------------- Laara Shaffer, President EX-10.1 3 goldstateex10-1.txt SETTLEMENT AGREEMENT EXHIBIT 10._ SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT is entered into as of this 22nd day of May, 2002 by and between Goldstate Corporation, a Nevada corporation ("Goldstate") and Tarmac Management Ltd., a corporation ("Tarmac"). RECITALS: WHEREAS, Goldstate has incurred substantial monetary obligations concerning its business operations and associated contractual relationships; WHEREAS, Goldstate and Tarmac have entered into contractual relations pursuant to which Tarmac has agreed to provide certain consulting services to Goldstate on an as-needed basis including, but not limited to, managerial, financial, administrative and investor relations; WHEREAS, during fiscal year 2002, Goldstate incurred an aggregate of $110,883.94 to Tarmac relating primarily to fees incurred for services rendered by Tarmac to Goldstate including, but not limited to, managerial, financial, administrative and investor relations (the "Debt"); WHEREAS, Goldstate and Tarmac have settled their differences regarding the Debt and wish to set forth their settlement agreement; WHEREAS, Goldstate desires to settle the Debt by issuing shares of its restricted common stock, par value $0.0003 (the "Common Stock") at the rate of $0.10 per share (which amount is based upon the average of the open and close price of $0.08 of Goldstate's shares of Common Stock traded on the OTC Bulletin Board as of May 20, 2002); and WHEREAS, Tarmac desires to convert the Debt and accept the issuance of 1,108,839 shares of Common Stock of Goldstate; WHEREAS, Goldstate and Tarmac desire to release one another from any and all further liability as related to the aforesaid Debt. NOW, THEREFORE, in consideration of the aforesaid recitals and mutual promises contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: AGREEMENT 1. Goldstate agrees to issue to Tarmac 1,108,839 shares of its restricted Common Stock, at $0.10 per share, as of May 22, 2002, as full and complete satisfaction and payment of the Debt. 2. Tarmac agrees to accept the issuance of 1,108,839 shares of the restricted Common Stock of Goldstate as full and complete satisfaction and payment of the Debt. 3. Goldstate and Tarmac shall agree to release each other and forever discharge any and all claims, manner of actions, whether at law or in equity suits, judgments, debts, liens, liabilities, demands, damages, losses, sums of money, expenses or disputes, known or unknown, fixed or contingent, which it now has or may have hereafter, directly or indirectly, individually or in any capacity against each other, their successors and assigns, as well as its present or former owners, directors, officers, stockholders, employees, agents, heirs, by reason of any act, omission, matter, cause, or thing whatsoever, from the beginning of time to, and including the date of the execution of this Agreement, relating to the aforesaid Debt. 4. Tarmac acknowledges that the issuance of the 1,108,839 shares of Common Stock (i) has not been registered under the Securities Act of 1933, as amended (the "1933 Securities Act"); (ii) is in reliance on the exemption provided by Section 4(2) of the 1933 Securities Act, (iii) are being acquired solely for Tarmac's own account without any present intention for resale or distribution, (iv) will not be resold without registration under the 1933 Securities Act or in compliance with an available exemption from registration, unless the shares of Common Stock are registered under the 1933 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 distribution of the shares of Common Stock will not violate the registration requirements of the 1933 Securities Act and any applicable state securities laws, and (v) that Tarmac understands the economic risk of an investment in the Common Stock and has had the opportunity to ask questions of and receive answers from Goldstate's management concerning any and all matters related to the acquisition of the Common Stock. 4. This Settlement Agreement shall be effective as of May 22, 2002 and shall be binding upon and insure to the benefit of the parties hereto and their respective successors. Goldstate Corporation Date:_____________ By:__________________________ President Tarmac Management Ltd. Date:______________ By: __________________________ President EX-10.2 4 goldstateex10-2.txt SETTLEMENT AGREEMENT EXHIBIT 10._ SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT is entered into as of this 22nd day of May, 2002 by and between Goldstate Corporation, a Nevada corporation ("Goldstate") and No. 50 Corporate Ventures Ltd., a corporation ("No. 50"). RECITALS: WHEREAS, Goldstate has incurred substantial monetary obligations concerning its business operations and associated contractual relationships; WHEREAS, Goldstate and No. 50 have entered into contractual relations pursuant to which No. 50 has agreed to provide certain consulting services to Goldstate on an as-needed basis including, but not limited to, managerial, financial, administrative and investor relations; WHEREAS, during fiscal year 2002, Goldstate incurred an aggregate of $42,083.30 to No. 50 relating to fees incurred for services rendered by No. 50 to Goldstate including, but not limited to, managerial, consulting, financial, administrative and investor relations (the "Debt"); WHEREAS, Goldstate and No. 50 have settled their differences regarding the Debt and wish to set forth their settlement agreement; WHEREAS, Goldstate desires to settle the Debt by issuing shares of its restricted common stock, par value $0.0003 (the "Common Stock") at the rate of $0.10 per share (which amount is based upon the average of the open and close price of $0.08 of Goldstate's shares of Common Stock traded on the OTC Bulletin Board as of May 20, 2002); and WHEREAS, No. 50 desires to convert the Debt and accept the issuance of 420,833 shares of Common Stock of Goldstate; WHEREAS, Goldstate and No. 50 desire to release one another from any and all further liability as related to the aforesaid Debt. NOW, THEREFORE, in consideration of the aforesaid recitals and mutual promises contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: AGREEMENT 1. Goldstate agrees to issue to No. 50 420,833 shares of its restricted Common Stock, at $0.10 per share, as of May 22, 2002, as full and complete satisfaction and payment of the Debt. 2. No. 50 agrees to accept the issuance of 420,833 shares of the restricted Common Stock of Goldstate as full and complete satisfaction and payment of the Debt. 3. Goldstate and No. 50 shall agree to release each other and forever discharge any and all claims, manner of actions, whether at law or in equity suits, judgments, debts, liens, liabilities, demands, damages, losses, sums of money, expenses or disputes, known or unknown, fixed or contingent, which it now has or may have hereafter, directly or indirectly, individually or in any capacity against each other, their successors and assigns, as well as its present or former owners, directors, officers, stockholders, employees, agents, heirs, by reason of any act, omission, matter, cause, or thing whatsoever, from the beginning of time to, and including the date of the execution of this Agreement, relating to the aforesaid Debt. 4. No. 50 acknowledges that the issuance of the 420,833 shares of Common Stock (i) has not been registered under the Securities Act of 1933, as amended (the "1933 Securities Act"); (ii) is in reliance on the exemption provided by Section 4(2) of the 1933 Securities Act, (iii) are being acquired solely for No. 50's own account without any present intention for resale or distribution, (iv) will not be resold without registration under the 1933 Securities Act or in compliance with an available exemption from registration, unless the shares of Common Stock are registered under the 1933 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 distribution of the shares of Common Stock will not violate the registration requirements of the 1933 Securities Act and any applicable state securities laws, and (v) that No. 50 understands the economic risk of an investment in the Common Stock and has had the opportunity to ask questions of and receive answers from Goldstate's management concerning any and all matters related to the acquisition of the Common Stock. 4. This Settlement Agreement shall be effective as of May 22, 2002 and shall be binding upon and insure to the benefit of the parties hereto and their respective successors. Goldstate Corporation Date:_____________ By:__________________________ President No. 50 Corporate Ventures Ltd. Date:______________ By: __________________________ President -----END PRIVACY-ENHANCED MESSAGE-----