WORLD WIDE STONE CORP
10-K/A, 1998-12-18
CUT STONE & STONE PRODUCTS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-K/ A
                          AMENDMENT NO. 3 TO FORM 10-K

        Annual Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                   For the fiscal year ended December 31, 1996
                          Commission File No. 000-18389


                          WORLD WIDE STONE CORPORATION
             (Exact Name of Registrant as specified in its Charter)

                NEVADA                                   33-0297934
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
    Incorporation or Organization)

    5236 S. 40th St. Phoenix, Arizona                      85040
(Address of principle executive offices)                (Zip Code)

       Registrant's telephone number, including area code: (602) 438-1001

           Securities registered pursuant to Section 12(g) of the Act:
                             $.001 Par Value Common;
                           $.001 Par Value Preferred.

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days. YES [X] No [ ]

         The aggregate market value of Common Stock (voting stock) of Registrant
held by  non-affiliates  at December  31,  1996,  based upon the low equity sale
price of  6(cent)  per share,  was  approximately  $2,113,552  within 60 days of
December 31, 1996.

         The number of shares outstanding of the Registrant's Common Stock as of
December 31, 1996, was 35,425,868.

                   Documents incorporated by reference: NONE.

<PAGE>

                   EXPLANATORY NOTE REGARDING AMENDMENT NO. 3:


     This  Amendment No. 3 is being filed solely to correct a "flawed"  Restated
Financial Data Schedule  previously filed as Exhibit No. 27.1 in Amendment No. 2
to Form 10-K of World Wide Stone  Corporation  for the year ended  December  31,
1996.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

            (a,3)  Exhibits.

                    EXHIBIT
                    NUMBER          EXHIBIT
                    -------         -------
                     27.1           Amended and Restated Financial Data Schedule

            (b)   Reports  on Form 8-K:  The  current  reports on Form 8-K
                  which were filed  during the last  quarter of the period
                  covered  by  this  Report  by the  Registrant  with  the
                  Securities and Exchange Commission are:

                  NONE

                                       2
<PAGE>
                                  SIGNATURES

         Pursuant to the  requirement  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Date: December 3, 1998          WORLD WIDE STONE CORPORATION



                                By: /s/ Frank Cunningham
                                   ------------------------------------------
                                   Frank Cunningham
                                   Director, President, Chairman of the Board
                                   (Principal Executive Officer)

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  Report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.

      Signature                          Title                       Date
      ---------                          -----                       ----


By:/s/ Frank Cunningham             Director, Chairman         December 3, 1998
   ----------------------------     of the Board, and
   Frank Cunningham                 President
                                    (Principal Executive
                                    Officer)

By:/s/ Lee M. Cunningham            Director and               December 3, 1998
   ----------------------------     Vice President
   Lee M. Cunningham


By:/s/ Spencer W. Cunningham        Director and               December 3, 1998
   ----------------------------     Executive Vice
   Spencer W. Cunningham            President, Chief
                                    Financial Officer and
                                    Treasurer (Principal
                                    Financial Officer)

By:                                 Director
   ----------------------------
   L. Ernest Whitesel


By:/s/ Michael D Nafziger           Director and               December 3, 1998
   ----------------------------     Director of National
   Michael D Nafziger               Sales


By:/s/ Timothy H. Ligget            Chief Accounting           December 3, 1998
   ----------------------------     Officer and Director
   Timothy H. Ligget                (Principal Accounting
                                    Officer)

                                        3

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
CONSOLIDATED   FINANCIAL   STATEMENTS  OF  WORLD  WIDE  STONE  CORPORATION  (THE
"COMPANY")  FOR THE YEAR ENDED  DECEMBER 31, 1996, AS RESTATED. THIS SCHEDULE IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH RESTATED FINANCIAL STATEMENTS. IN
ADDITION,  CERTAIN  ENTRIES ON THIS SCHEDULE HAVE BEEN AMENDED FROM THE PREVIOUS
FINANCIAL DATA SCHEDULE FILED FOR THIS PERIOD.  THIS EXHIBIT SHALL NOT BE DEEMED
FILED FOR THE PURPOSE OF SECTION 11 OF THE SECURITIES ACT OF 1933 AND SECTION 18
OF THE SECURITIES EXCHANGE ACT OF 1934, OR OTHERWISE SUBJECT TO THE LIABILITY OF
SUCH  SECTIONS,  NOR  SHALL  IT BE  DEEMED  A PART  OF ANY  OTHER  FILING  WHICH
INCORPORATES  THIS  REPORT BY  REFERENCE,  UNLESS  SUCH OTHER  FILING  EXPRESSLY
INCORPORATES THIS EXHIBIT BY REFERENCE.
</LEGEND>
<RESTATED>
<MULTIPLIER>                  1
<CURRENCY>                    U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   DEC-31-1996
<EXCHANGE-RATE>                                          1
<CASH>                                              43,756
<SECURITIES>                                             0
<RECEIVABLES>                                       27,561
<ALLOWANCES>                                             0
<INVENTORY>                                        590,335
<CURRENT-ASSETS>                                   669,788
<PP&E>                                           3,601,741
<DEPRECIATION>                                     678,248
<TOTAL-ASSETS>                                   3,980,588
<CURRENT-LIABILITIES>                              327,748
<BONDS>                                            841,119
                                    0
                                              0
<COMMON>                                            35,426
<OTHER-SE>                                       2,776,295
<TOTAL-LIABILITY-AND-EQUITY>                     3,601,741
<SALES>                                          1,928,733
<TOTAL-REVENUES>                                 1,928,733
<CGS>                                            1,042,384
<TOTAL-COSTS>                                    1,042,384
<OTHER-EXPENSES>                                   687,015
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                   5,275
<INCOME-PRETAX>                                    193,678
<INCOME-TAX>                                            50
<INCOME-CONTINUING>                                193,628
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                       193,628
<EPS-PRIMARY>                                         0.01
<EPS-DILUTED>                                         0.01
        

</TABLE>


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