RECITALS:

                                                                    EXHIBIT 10.2

                              SETTLEMENT AGREEMENT



     THIS SETTLEMENT AGREEMENT is entered into as of this 18th day of May, 2001
by and between Goldstate Corporation, a Nevada corporation (the "Company") and
No. 50 Corporate Ventures Ltd. ("No. 50").

                                    RECITALS:

     WHEREAS, the Company and No. 50 had entered into a consulting agreement
whereby the Company is indebted to No. 50 for certain services performed by No.
50 thereunder;

     WHEREAS, the Company and No. 50 acknowledge that the aggregate amount of
$15,000.00 is due and owing No. 50 by the Company related to the services
performed by No. 50 (the "Debt"); and

     WHEREAS, the Company agrees to issue to No. 50 750,000 shares of its
restricted common stock at approximately $0.02 per share (the "Shares") as full
and complete satisfaction of the Debt.


                                    AGREEMENT

     1. The Company shall issue to No. 50 750,000 Shares in full and complete
satisfaction of the Debt.

     2. No. 50 agrees to accept the issuance and delivery of 750,000 Shares in
full settlement and satisfaction of the Debt, and further agrees to release and
forever discharge the Company from any and all causes of action, debts, sums of
money, claims and demands whatsoever, in law or in equity, related to the Debt,
which No. 50 now or hereafter can, shall or may have.

     3. No. 50 is aware that the Shares are not being registered under the
Securities Act of 1933, as amended (the "Securities Act"). No. 50 understands
that the Shares are being issued in reliance on the exemption from registration
provided by Section 4(2) thereunder. No. 50 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.

     4. No. 50 represents and warrants that the Shares are being acquired solely
for No. 50's own account, for investment purposes only, and not with a view to
or in connection with, any resale or distribution. No. 50 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 the Company is delivered to the Company 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. No.
50 further understands that the Company 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.




     5. No. 50 has had an opportunity to ask questions of and received answers
from the officers, directors and employees of the Company or a person or persons
acting on its or their behalf, concerning the financial position of the Company.

     6. This Settlement Agreement shall be effective as of May 18, 2001, and
shall be binding upon and inure to the benefit of the parties hereto and their
respective assigns and successors.

                                         GOLDSTATE CORPORATION


                                         By:__________________________
                                         President


                                         N0. 50 CORPORATE VENTURES LTD.


                                         By: _________________________
                                         President