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 20, 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)
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Items 1 through 4 and 6 through 8 not applicable.
Item 5. Other Events
Resignation of Director/Election of New Director
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Harold Gooding, the sole director and the President, Secretary/Treasurer of
Goldstate Corporation, a Nevada corporation (the "Company") resigned as a
director, president, secretary and treasurer of the Company effective as of
April 17, 2000. Subsequently, the shareholders of the Company, pursuant to
written consent in lieu of a special meeting dated April 17, 2000 and consented
to by over a majority vote of the shareholders of the Company, approved and
elected Carson Walker as the director of the Company to fill the vacancy created
by the resignation of Harold Gooding. As of the date of this report, the
directors and executive officers of the Company are as follows:
Name Age Position with the Company
- ---- --- -------------------------
Carson Walker 49 Director and President,
Secretary/Treasurer
CARSON WALKER has been a director and the President, Secretary and
Treasurer of the Company since April 17, 2000. Mr. Walker was a director of
Sanfred Resources Ltd., a Canadian Venture Exchange company, from May 1996
through December 1999. Mr. Walker was responsible for investor relations and
raising capital for Sanfred Resources Ltd. From May 1996 through December 1999,
Mr. Walker was also a director and the Secretary for Redmond Capital, Inc., an
OTC Bulletin Board company, where he was responsible for investor relations.
From July 1996 through June 1997, Mr. Walker was Vice President of Corporate
Communications at Rock Resources Ltd., a Canadian Venture Exchange company,
where he was responsible for investor relations and raising funds. Mr. Walker
attended Vancouver City College in Vancouver, British Columbia, where he earned
a diploma as a Denturist. Mr. Walker then entered private practice where he
enjoyed two successful practices located in Quesnel, British Columbia, and
Nanaimo, British Columbia. During this period of private practice, Mr. Carson
established an extensive network of associated with similar concerns and
aspirations to provide affordable public healthcare.
Rescission of Management Consulting Agreement
---------------------------------------------
The Company and Investor Communications International, Inc. ("ICI") entered
into a rescission of management consulting agreement dated April 15, 2000 (the
"Rescission Agreement"). Previously, the Company and ICI had entered into a
consulting services and management agreement on July 1, 1999 (the "Consulting
Agreement") to continue for a term of 24 months whereby ICI was to perform
certain services for the Company including, but not limited to, (i) financial;
(ii) gold and silver exploration management; and (iii) corporate administration
and public relations. The Company incurred debt inclusive of accrued interest in
the aggregate amount of $295,952.54 with ICI relating to prior performance of
such financial, administrative and managerial services and prior advances made
<PAGE>
by ICI to the Company. The Company subsequently entered into a settlement
agreement dated March 29, 2000 with ICI whereby ICI agreed to accept the
issuance of restricted common shares of the Company at the rate of $0.0175 per
share as settlement for all interest and principle due and outstanding.
Thereafter, the Company and ICI entered into the Rescission Agreement to
terminate the Consulting Agreement prior to the scheduled termination date of
June 30, 2001.
Stock Option Transfer and Assignment Agreement
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The Company entered into separate share option transfer and assignment
agreements dated April 17, 2000 (the "Share Option Transfer/Assignment
Agreement") with Gino Cicci, Grant Atkins, Brent Pierce, Harold Gooding and
Marcus Johnson (collectively, the "Option Holders"). During fiscal year ended
1999, the Board of Directors authorized the grant of stock options to certain
officers, directors and significant consultants of the Company as follows:
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Name Number of Date of Grant Exercise Price Date of
Shares Granted Expiration
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Gino Cicci 200,000 6/15/99 $0.15 3/1/19
Grant Atkins 300,000 3/15/99 $0.15 3/1/19
Brent Pierce 300,000 3/15/99 $0.15 3/1/19
Harold Gooding 100,000 3/15/99 $0.15 3/1/19
Marcus Johnson 100,000 3/15/99 $0.15 3/1/19
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As of the date of this report, none of the Option Holders have exercised
their respective stock options. Subsequently, the Option Holders each entered
into a Share Option Transfer/Assignment Agreement in which each respective
Option Holder agreed to transfer and assign to the Company his respective share
options.
Letter of Intent with National Care Card
----------------------------------------
Reference is made to the press release issued to the public by the Company
on April 14, 2000, the text of which is attached hereto as Exhibit 99.1, for a
description of the events reported pursuant to this paragraph of Form 8-K.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
GOLDSTATE CORPORATION
Date: April 20, 2000 By: /s/ Carson Walker
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Carson Walker, President
GOLDSTATE CORPORATION (OTC BB-GDSA)
FOR IMMEDIATE RELEASE Las Vegas, Nevada April 20, 2000
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GOLDSTATE CORPORATION ANNOUNCES NEW DIRECTOR APPOINTMENT
Goldstate Corporation (the "Corporation") (Symbol GDSA OTC BB) is pleased to
announce the appointment of Mr. Carson Walker as director and President of the
Corporation. Mr. Walker replaces Harold Gooding as the sole director and officer
of the Corporation.
Mr. Walker possesses a solid professional financial and consulting background
with specific expertise in public health. He has over thirty years experience in
public health care with over 15 years in private practice. During that period,
Mr. Carson has established an extensive network of associates with similar
concerns to provide affordable public health care.
Mr. Walker was a director of Sanfred Resources Ltd., a Canadian Venture Exchange
company, from May 1996 through December 1999. Mr. Walker was responsible for
investor relations and for raising capital for Sanfred Resources Ltd. Mr. Walker
was also a director and the Secretary for Redmond Capital, Inc., an OTC Bulletin
Board company, where he was responsible for investor relations. Mr. Walker was
Vice President of Corporate Communications at Rock Resources Ltd., a Canadian
Venture Exchange company, where he was responsible for investor relations and
fund raising. Mr. Walker attended Vancouver City College in Vancouver, British
Columbia, where he earned a diploma as a Denturist. Mr. Walker then entered
private practice where he enjoyed two successful practices located in Quesnel,
British Columbia, and Nanaimo, British Columbia. During this period of private
practice, Mr. Carson established an extensive network of associated with similar
concerns and aspirations to provide affordable public healthcare.
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Contact: Craig Forgie, Investor Relations E-mail: [email protected]
Phone: (888) 228-5526 Web-site: www.goldstatecorp.com
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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.
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