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: July 31, 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, 6 and 8 not applicable.
Item 5. Other Events
On behalf of the Board of Directors, Goldstate Corporation (the "Company")
(symbol OTCBB: GDSA) announces that on July 31, 2000, the Company does not
consider the acquisition of 100% of the issued and outstanding shares of FP
Telecom Ltd., a corporation organized under the laws of Alberta, Canada ("FP
Telecom"), a probable event and thus has terminated discussions with FP Telecom.
On April 20, 2000, the Company entered into a letter agreement with FP
Telecom regarding acquisition of 100% of FP Telecom's issued and outstanding
shares of common stock (the "Letter Agreement"). FP Telecom is engaged in the
leasing of cellular telephone equipment and services to credit challenged
consumers.
The Company and FP Telecom agreed that as a pre-condition to closing such
acquisition and the consummation of a formal agreement encompassing the terms
and provisions of the Letter Agreement, the Company conduct to its satisfaction
due diligence including, but not limited to, financial statements, inventory of
assets and liabilities, confirmation that FP Telecom has complied with all
regulatory filings, and receipt of necessary approvals regarding the transaction
including shareholder approval.
As of July 31, 2000, the Company does not consider FP Telecom a probable
acquisition and has terminated discussions regarding its acquisition based upon
the results of the Company's due diligence. The Company's due diligence has
resulted in the determination that FP Telecom is not able to produce adequate
corporate books and records, audited financial statements, nor other requested
documentation.
However, in the event FP Telecom is able to produce in the future such
documentation and any other documentation the Company requires, management
believes that there is a possibility discussions and negotiations between the
Company and FP Telecom may resume.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
Not Applicable.
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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: July 31, 2000 By: /s/ Carson Walker
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Carson Walker, President
