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)
March 30, 2000
(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 [ ].
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.
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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).
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SCHEDULE 13D
CUSIP No. 0000000000
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1 NAME OF REPORTING PERSON: Sheffield Holdings Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PN
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Anguilla, West Indies
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7 SOLE VOTING POWER
1,800,000 Shares of Common Stock
NUMBER OF SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH REPORTING -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,800,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,800,000 Shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.30%
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14 TYPE OF REPORTING PERSON
CO
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This original Schedule 13D statement (the "Schedule") is filed on behalf of
Sheffield Holdings Ltd. ("Sheffield") and its sole shareholder, Philrose Bryan
("Bryan") as the reporting persons hereunder, relative to the acquisition by of
certain shares of common stock issued by Goldstate Corporation. Neither
Sheffield nor Bryan has made any previous filings on Schedule 13D.
<PAGE>
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 Sheffield Holdings Ltd., a corporation
organized under the laws of Anguilla, West Indies, and its sole shareholder,
Philrose Bryan. The principal business and principal offices of Sheffield and
Bryan are The Law Building, P.O. Box 14, The Valley, Antigua, W.I.
Pursuant to General Instruction C of Schedule 13D, the executive officers
and directors of Sheffield and the person controlling Sheffield (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:
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Name Position with Business Address
Sheffield
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Philrose Bryan Director/President and The Law Building
Secretary P.O. Box 14
The Valley
Antigua, W.I.
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Philrose Bryan is the sole shareholder and controlling person of Sheffield.
Bryan 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
At the execution of the Assignment Agreement between Investor
Communications International, Inc. ("ICI") and Sheffield dated March 30, 2000
(the "Assignment Agreement"), 1,800,000 shares of restricted common stock of
GDSA were issued to Sheffield. The consideration exchanged for the securities of
GDSA was a promissory note in the principal amount of $21,404.43 bearing
interest at the rate of 8% per annum with a repayment term of five years from
the date of the Assignment Agreement. A copy of the As signment Agreement
between ICI and Sheffield is filed herewith as Exhibit A.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
The transaction described herein was undertaken for the purpose of
obtaining by ICI an entity which had a better ability for paying cash to ICI for
amounts due and owing ICI by GDSA as follows:
(i) GDSA had incurred debt inclusive of accrued interest in the aggregate
amount of $295,952.54 with ICI for either past financial, administrative
and managerial services performed by ICI pursuant to a consulting service
agreement entered into with GDSA and/or prior advances made by ICI to GDSA.
(ii) GDSA entered into a settlement agreement with ICI dated March 29, 2000 (the
"Settlement Agreement")whereby ICI agreed to settle the debt owed to it by
GDSA and accept the issuance of restricted common shares of GDSA at the
rate of $0.0175 per share as settlement for all interest and principle due
and outstanding to ICI 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 ICI for satisfaction of such debt.
(iv) Subsequently, ICI entered into the Assignment Agreement with Sheffield
whereby ICI agreed to assign all of its rights, title and interest in the
Settlement Agreement, including the issuance of the restricted common
shares of GDSA, in exchange for the issuance of a promissory note.
(v) ICI desired to enter into the Assignment Agreement in order to obtain a
discounted promissory note from an entity which had a better ability to pay
ICI cash for satisfaction of such debt.
Pursuant to the instructions for items (a) through (j) of Item 4, Sheffield has
plans as follows:
(a) As set forth in Item 3 of this Schedule, Sheffield has acquired 1,800,000
shares of restricted common stock of GDSA. As set forth in Item 2 of this
Schedule, Philrose Bryan is the sole shareholder of Sheffield. Sheffield
and Bryan may consider the acquisition of additional securities of GDSA,
the issuer, but have no present plans or proposals to do so.
(b) Sheffield and Bryan 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) Sheffield and Bryan have no present plans or proposals to cause a sale or
transfer of a material amount of assets of GDSA.
(d) Sheffield and Bryan plan to exercise the voting rights associated with
ownership of shares of common stock of GDSA.
(e) Sheffield and Bryan have no present plans or proposals to cause a material
change in the capitalization of GDSA.
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(f) Sheffield and Bryan have no present plans or proposals to make any other
material change to the business or corporate structure of GDSA.
(g) Sheffield and Bryan 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) Sheffield and Bryan have no present plans or proposals to cause GDSA's
common stock from not being quoted on the OTC Bulletin Board.
(i) Sheffield and Bryan 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 Sheffield nor Bryan 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 March 30,2000, Sheffield beneficially owned
1,800,000 shares (or approximately 11.30% of the outstanding shares) of
GDSA's common stock as follows:
Holder Number of Shares
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Sheffield Holdings Ltd. 1,800,000
Total 1,800,000
(b) No Instruction C Person owns any common or preferred shares of GDSA.
Sheffield and Bryan have sole power to vote or to direct the voting of the
1,800,000 common shares of GDSA held by Sheffield.
(c) As of March 30, 2000, 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 Sheffield or Bryan, 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
Sheffield and Bryan 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 March 30, 2000 between Investor Communications
International, Inc. and Sheffield Holdings Ltd.
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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.
Sheffield Holdings Ltd.
Date: April 7, 2000 By: /s/ Philrose Bryan
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Philrose Bryan
President
ASSIGNMENT AGREEMENT
THIS AGREEMENT dated this 30th day of March, 2000 authorizes the assignment
BETWEEN:
INVESTOR COMMUNICATIONS INTERNATIONAL, INC., a company having an
office at
435 Martin Street, Suite 2000
Blaine, Washington 98230 (hereinafter called the "Assignor")
AND:
SHEFFIELD HOLDINGS LTD. a company having an office at
The Law Building, P.O. Box 14
The Valley, Antigua W.I. (hereinafter called the "Assignee")
WHEREAS, Goldstate Corporation ("Goldstate") is indebted to the Assignor in the
aggregate amount of $30,577.76 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; and
WHEREAS, Goldstate is indebted to the Assignor for repayment of such aggregate
amount of $30,577.76; and
WHEREAS, Goldstate and the Assignor acknowledge that the aggregate amount of
$30,577.76 is due and owing to the Assignor (the "Receivable"); and
WHEREAS, Goldstate and Assignor entered into a settlement agreement dated March
29, 2000 (the "Settlement Agreement"), whereby Goldstate agreed to issue to the
Assignor 16,912,000 shares of its restricted common stock at $0.175 per share
(the "Shares") as full and complete satisfaction of the Receivable; and
WHEREAS, the Assignor desires to assign all of its rights, title and interest in
the Settlement Agreement and to the Receivable, including its further settlement
of the 1,800,000 restricted common shares in the capital of Goldstate
Corporation, to the Assignee; and
WHEREAS, the Assignee is willing to accept the assignment of all of the rights,
title and interest in the Settlement Agreement and to the Receivable, including
the issuance of the 1,800,000 restricted common shares in the capital of
Goldstate, from the Assignor in exchange for a promissory note in the amount of
$21,404.43 bearing interest at the rate of 8% per annum with a repayment term of
5 years from the date of this Assignment Agreement, such promissory note is
attached to this Agreement; and
WHEREAS, the board of directors of Goldstate pursuant to resolutions dated
January 24, 2000 has authorized the execution of the Settlement Agreement and
the subsequent issuance of 1,800,000 restricted common shares to Assignee in
accordance with the terms of this Agreement.
THEREFORE, the parties to this Agreement now agree as follows:
1. The Assignor assigns all of its rights, title and interest in the
Settlement Agreement and to the Receivable, including its right to the
issuance of 1,800,000 restricted common shares in the capital of
Goldstate to Assignee in exchange for a promissory note in the amount
of $21,404.43 bearing interest at the rate of 8% per annum with a
repayment term of 5 years from the date of this Assignment Agreement,
such promissory note is attached to this Agreement.
<PAGE>
2. The Assignor further agrees to direct Goldstate to issue 1,800,000 of
its restricted common shares in the name of the Assignee in accordance
with the provisions of this 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 1,800,000
restricted shares of common stock in the capital of Goldstate
Corporation in full settlement and satisfaction of the Receivable.
4. The Assignee further agrees to release and forever discharge Goldstate
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 received
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 March 30, 2000, 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.
INVESTOR COMMUNIATIONS SHEFFIELD HOLDINGS LTD.
INTERNATIONAL, INC.,
By: /s/ Signature on File By: /s/ Philrose Bryan
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President President
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PROMISSORY NOTE
$21,404.43 US Funds March 30, 2000
For VALUE RECEIVED, the undersigned SHEFFIELD HOLDINGS LTD. ("Payor"), a
company having its office at The Law Building, P.O. Box 14, The Valley, Antigua
W.I., promises to pay to INVESTOR COMMUNICATIONS INTERNATIONAL, INC., ("Payee")
a company having its registered office at 435 Martin Street, Suite 2000, Blaine,
Washington 98230 the principal amount of $21,404.43 (TWENTY-ONE THOUSAND FOUR
HUNDRED AND FOUR DOLLARS AND FORTY-THREE CENTS) in US funds, which is payable in
cash on March 30, 2005. The Payor agrees to repay the entire balance of the
promissory note together with accrued simple interest at the annual rate of
interest of 8% per annum calculated not in advance.
Notwithstanding the place where this promissory note is executed, the Payor
expressly agrees that all the terms and provisions hereof shall be governed by
and construed in accordance with the laws of the State of Nevada.
Accepted this 30th day of March, 2000,
/s/ Philrose Bryan
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Philrose Bryan
SHEFFIELD HOLDINGS LTD.
