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 27, 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)
<PAGE>
Items 1 through 4, 6 and 8 not applicable.
Item 5. Other Events
Reference is made to the press release issued to the public by Registrant
on April 26, 2000, the text of which is attached hereto as Exhibit 99.1, for a
description of the events reported pursuant to this Form 8-K.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
99.1 Press Release dated April 26, 2000.
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: April 27, 2000 By: /s/ Carson Walker
- -------------------- ---------------------
Carson Walker, President
- --------------------------------------------------------------------------------
GOLDSTATE CORPORATION (OTC BB -GDSA)
FOR IMMEDIATE RELEASE Las Vegas, Nevada April 26, 2000
- --------------------------------------------------------------------------------
GOLDSTATE CORPORATION ANNOUNCES EXECUTION OF LETTER AGREEMENT
FOR ACQUISITION OF FP TELECOM LTD.
Goldstate Corporation (the "Company") (symbol OTCBB: GDSA) announces that on
April 20, 2000, the Company entered into a letter agreement (the "Letter
Agreement") to acquire 100% of the issued and outstanding shares of FP Telecom
Ltd., a corporation organized under the laws of Alberta ("FP Telecom"). The
acquisition of FP Telecom by the Company will be in exchange for a funding
commitment of an aggregate of $250,000 CDN and the issuance of an aggregate of
425,000 restricted shares of the Company's common stock. The Company and FP
Telecom agree that the Letter Agreement is binding upon the Company and FP
Telecom, and that the Company and FP Telecom may negotiate prior to execution of
a formal agreement such further terms and conditions that are reasonably
necessary to carry out and give effect to the terms and provisions of the Letter
Agreement.
FP Telecom is engaged in the leasing of cellular telephone equipment and
services to credit challenged consumers who do not otherwise qualify to sign and
operate a network carrier's agreement for service without the support and
backing of FP Telecom.
Over 80 million North Americans fall into the category of credit "unworthiness",
or, what the financial world commonly refers to as "bad credit". These
businesses and individuals are routinely prevented from access to limited
amounts of credit and may be severely restricted from opening the most routine
types of accounts, making many products and services unavailable to them.
Through new financial technology developed and instituted by FP Telecom, those
who are currently rated below the credit threshold for approval to operate a
cellular telephone account may be able to receive these products and services
through the FP Telecom Cellular Program.
FP Telecom is able to operate in the market using technology it has developed
called "Financial Bonding". This "bonding" is accomplished through use of a
legal binding document that clothes FP Telecom with certain powers to enforce
its rights and to collect its debts. More importantly, the bonding agreement
strongly discourages defaults by these businesses and individuals of their
respective accounts with FP Telecom.
FP Telecom allows individuals and businesses who are rated below the current
credit approval level set by a carrier to pay a fee to FP Telecom, and lease and
operate cellular equipment as if the account were in their own name. FP Telecom
is the financially responsible party for each such account and for each piece of
equipment in the care and control of the end-user. With this structure, both the
dealer and the network carrier are completely protected from financial losses
associated with the account regardless of the actions or status of the end-user.
The acquisition of FP Telecom by the Company is a strategic move to acquire
companies which service the "Middle American Marketplace." The Company's
long-term business strategy is to acquire profitable emerging companies with
similar target markets.
- --------------------------------------------------------------------------------
Contact: Craig Forgie, Investor Relations Phone: (800) 579-0189
E-mail: [email protected] 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.
- --------------------------------------------------------------------------------
