U.S. SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING
                                  (Check One):

[ ] Form 10KSB [ ] Form 20F [ ] Form 11K [X] Form 10QSB [ ] Form N-SAR

For Period Ended:  June 30, 2002
                   -------------

[ ]  Transition Report on Form 10-KSB
[ ]  Transition Report on Form 20-F
[ ]  Transition Report on Form 11-K
[ ]  Transition Report on Form 10-QSB
[ ]  Transition Report on Form N-SAR

For the Transition Period Ended:

Read Attached Instruction Sheet Before Preparing Form.  Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

Not applicable.

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PART I - REGISTRANT INFORMATION
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Full Name of Registrant:            Goldstate Corporation

Former Name if Applicable:

Address of Principal Executive
Office (Street and Number):         3305 Spring Mountain Road, Suite 60

City, State and Zip Code:           Las Vegas, Nevada 89102


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PART II - RULES 12b-25(b) and (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[ ]       (a) The reasons described in reasonable detail in Part III of this
          form could not be eliminated without unreasonable effort or expense;

[X]       (b) The subject annual report, semi-annual report, transition report
          on Form 10-KSB, Form 20-F, 11-K or Form N-SAR, or portion thereof will
          be filed on or before the fifteenth calendar day following the
          prescribed due date; or the subject quarterly report or transition
          report on Form 10-QSB, or portion thereof will be filed on or before
          the fifth calendar day following the prescribed due date; and

[ ]       (c) The accountant's statement or other exhibit required by Rule
          12b-25(c) has been attached if applicable.



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PART III - NARRATIVE
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State below in reasonable detail the reasons why the Form 10-KSB, 20-F, 11-K,
10-QSB or N-SAR or the transition report or portion thereof could not be filed
within the prescribed period.

     Management of Goldstate Corporation, a Nevada corporation (the "Company),
has been engaged in the identification and pursuit of certain business ventures.
The Company needs additional time to adequately determine the position of the
Company in relation to such proposed contractual relations. Such factors have
affected the flow of necessary financial information and, therefore, the Company
needs additional time in order to adequately and properly prepare its financial
statements for the six-month period ended June 30, 2002.

     The Quarterly Report on Form 10-QSB will be filed on or before August 19,
2002.

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PART IV - OTHER INFORMATION
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(1)  Name and telephone number of person to contact in regard to this
     notification: Diane D. Dalmy 303.985.9324

(2)  Have all other period reports required under section 13 or 15(d) of the
     Securities Exchange Act of 1934 or section 30 of the Investment Company Act
     of 1940 during the preceding 12 months o for such shorter period that the
     registrant was required to file such reports(s) been filed? If the answer
     is no, identify report(s).
                                                                  [X] Yes [ ] No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof?
                                                                  [ ] Yes [X] No

     If so: attach an explanation of the anticipated change, both narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

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                              Goldstate Corporation
                        --------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date: August 14, 2002                       By: /s/ Laara Shaffer
      ---------------                       ---------------------------------
                                            President/Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).