U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission File No.
0-18317
UNISTONE, INC.
(Name of Small Business Issuer in its Charter)
DELAWARE 87-0398535
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801)262-8844
None, Not Applicable;
-----------
(Former Name or Former Address, if changed since last Report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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.
(1) Yes X No (2) Yes X No
---- ---- ---- ----
<PAGE>
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
None, Not Applicable;
APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares
outstanding of each of the Registrant's classes of common stock, as of the
latest practicable date:
September 30, 1999
6,500,554
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements.
The Financial Statements of the Registrant required to be filed with this
10-QSB Quarterly Report were prepared by management and commence on the
following page, together with related Notes. In the opinion of management, the
Financial Statements fairly present the financial condition of the Registrant.
<PAGE>
<TABLE>
<CAPTION>
UNISTONE, INC.
[A Development Stage Company]
BALANCE SHEETS
September 30, 1999 and December 31, 1998
9/30/99 12/31/98
---------------- -----------------
[Unaudited]
<S> <C> <C>
ASSETS
Total Current Assets $ 0 $ 0
---------------- --------------
TOTAL ASSETS $ 0 $ 0
================ ==============
LIABILITIES & STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities
Loans from stockholders $ 178 $ 4,435
Income Taxes Payable 0 0
---------------- --------------
Total Current Liabilities 178 $ 4,435
---------------- --------------
TOTAL LIABILITIES 178 4,435
================ ==============
STOCKHOLDERS DEFICIT
Common Stock, $.001 par value;
authorized 50,000,000 shares;
issued and outstanding
6,500,554 shares 6,501 21,600
Paid-in Capital 38,598,630 38,577,531
Accumulated Deficit (38,591,631) (38,591,631)
Deficit accumulateed during
development stage (13,678) (11,935)
---------------- --------------
TOTAL STOCKHOLDERS'DEFICIT (178) (4,435)
---------------- --------------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $ 0 $ 0
================ ==============
</TABLE>
NOTE TO FINANCIAL STATEMENTS: Interim financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the periods. The December 31, 1998 balance sheet
has been derived from the audited financial statements. These interim financial
statements conform with the requirements for interim financial statements and
consequently do not include all the disclosures normally required by generally
accepted accounting principles.
<PAGE>
<TABLE>
<CAPTION>
UNISTONE, INC.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the Three and Nine Month Periods Ended September 30, 1999 and 1998
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
9/30/99 9/30/98 9/30/99 9/30/98
------------------ ------------------ ------------------- ----------------
[Unaudited] [Unaudited] [Unaudited] [Unaudited]
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUE
Income $ 0 $ 0 $ 0 $ 0
------------------ ------------------ ----------------- ----------------
NET REVENUE 0 0 0 0
OPERATING EXPENSES
Office Expenses 169 121 273 371
Professional Fees 0 257 1,470 1,465
------------------ ------------------ ----------------- ----------------
TOTAL OPERATING EXPENSES 169 378 1,743 1,836
------------------ ------------------ ------------------ ----------------
NET INCOME BEFORE TAXES $ (169) $ (378) $ (1,743) (1,836)
================== ================== ================== ================
INCOME/FRANCHISE TAXES 0 54 0 54
NET LOSS (169) (432) (1,743) (1,890)
LOSS PER SHARE $ (0.01) $ (0.01) $ (0.01) (0.01)
================== ================== ================== ================
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 15,066,848 21,600,000 19,422,283 21,600,000
================== ================== ================== ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
UNISTONE, INC.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
For the Three and Nine Month Periods Ended September 30, 1999 and 1998
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
9/30/99 9/30/98 9/30/99 9/30/98
----------------- ---------------- ---------------- ---------------
[Unaudited] [Unaudited] [Unaudited] [Unaudited]
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash Flows Used For Operating Activities
- ----------------------------------------
Net Loss $ (169) $ (432) $ (1,743) (1,890)
Adjustments to reconcile net loss to net cash
used in operating activities:
Increase/(Decrease) in Accounts Payable 0 0 0 0
Increase/(Decrease) in loans from shareholder 169 432 1,743 (1,890)
----------------- ------------- -------------- --------------
Net Cash Used For Operating Activities $ 0 $ 0 $ 0 0
================= ============== ============== ==============
Cash Flows Provided by Financing Activities
- -------------------------------------------
Net Increase In Cash 0 0 0 0
Beginning Cash Balance 0 0 0 0
Ending Cash Balance $ 0 $ 0 $ 0 0
================= =============== ============== ===============
</TABLE>
Item 2.Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
The Company has not engaged in any material operations in the period ending
September 30, 1999, or since before April 1993. The Company intends to continue
to seek out the acquisition of assets, property or business that may be
beneficial to the Company and its stockholders.
The Company's only foreseeable cash requirements during the next 12 months
will relate to maintaining the Company in good standing in the State of
Delaware, keeping its reports "current" with the Securities and Exchange
Commission or the payment of expenses associated with reviewing or investigating
any potential business venture. Management does not anticipate that the Company
will have to raise additional funds during the next 12 months, however, if
additional moneys are needed, they may be advanced by management or principal
stockholders as loans to the Company. Because the Company has not identified any
such venture as of the date of this Report, it is impossible to predict the
amont of any such loan. However, any such loan will not exceed $25,000 and will
be on terms no less favorable to the Company than would be available from a
commercial lender in an arm's length transaction. As of the date of this Report,
the Company has not begun seeking any acquisition.
Results of Operations.
The Company has had no operations during the quarterly period ended
September 30, 1999, or since on or before approximatly 1992. During the
quarterly period covered by this Report, the Company received no revenue and
incurred expenses of $169, stemming from general, administrative and tax
expenses.
Liquidity
At September 30, 1999, the Company had total current assets of $0 and total
liabilities of $178.
Year 2000.
Because the Company is not presently engaged in any substantial business
operations, management does not believe that computer problems associated with
the change of year to the year 2000 will have any material effect on its
operations. However, the possiblity exists that the Company may merge with or
acquire a business that will be negatively affected by the "Y2K" problem. The
effect of such problem or the Company in the future can not be predicted with
any accuracy until such time as the Comnpany identifies a merger or acquisition
target.
PART II - OTHER INFORMATION
Item 1.Legal Proceedings.
None; not applicable.
Item 2.Changes in Securities.
Effective August 24, 1999, the Company completed a reverse split of its
issued and outstanding voting securities of the Company's one mil ($0.001) par
value common stock (the "Common Stock") on a basis of one for forty (1:40),
while retaining the current authorized capital and par value, with appropriate
adjustments in the stated capital accounts and capital surplus accounts, with
all fractional shares being rounded up to the nearest whole share; provided,
however, that no stockholder, computed on a per stock certificate of record
basis on the effective date hereof, currently owning 100 or more shares shall be
reduced to less than 100 shares as a result of the reverse split and that no
stockholder owning less than 100 shares, on the per stock certificate of record
basis on the effective date thereof, shall be affected by the reverse split;
such additional shares required to provide the minimum of 100 shares shall be
conveyed to the Company by Jenson Services, Inc.; that all shares required for
rounding be issued by the Company. For additional information regarding the
reverse split, please see the Company's Definitive Information Statement, as
filed with the Securities and Exchange Commission on or about July 9, 1999.
Item 3.Defaults Upon Senior Securities.
None; not applicable.
Item 4.Submission of Matters to a Vote of Security Holders.
On August 11, 1999, a Special Meeting of Shareholders of Unistone, Inc.,
was held. The only matter to be voted on was a reverse split of the issued and
outstanding voting securities of the Company's one mil ($0.001) par value common
stock (the "Common Stock") on a basis of one for forty (1:40), as discussed in
Item 2, above.
Present in person or by proxy were 15,010,100 of the 21,600,000 or
approximately 69% of the Company's securities currrently outstanding. 15,010,100
votes were cast in favor of the reverse split, 0 votes were cast against the
reverse split with no votes abstaining. For additional information regarding the
shareholders meeting, please see the Company's Definitive Information Statement,
as filed with the Securities and Exchange Commission on or about July 9, 1999.
Item 5.Other Information.
On September 21, 1999, the Board of Directors authorized the issuance of
6,000,000 "unregistered" and "restricted" post-split shares of the Company's
$0.001 par value common stock to Jenson Services , Inc., ("Jenson"), as
compensation for $6,000 in expenses incurred and liabilities settled on behalf
of the Company and settled by Jenson. The above mentioned expenses include, but
are not limited to, audit expenses, fees associated with the filing fo the
Company's annual reports, legal fees and fees associated with the Company's
transfer agent.
During the period covered by this report, the Company removed from its
shareholders list a total of 50,070 shares of its $0.001 par value common voting
stock. This stock was cancelled by the Company on or before 1991, however, the
stock was not removed from the Company's shareholders list. The cancellation and
removal of these shares from the shareholders list did not decrease the total
authorized shares and appropriate adjustments to the paid-in capital and capital
stock accounts have been made.
Item 6.Exhibits and Reports on Form 8-K.
(a)Exhibits.*
Definitive Information Statement, as filed with the Securities and Exchange
Commision, on or about July 9, 1999.
(b)Reports on Form 8-K.
None; Not Applicable.
*A summary of any Exhibit is modified in its entirety by reference to the
actual Exhibit.
<PAGE>
SIGNATURES
Pursuant to 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 thereunto duly authorized.
UNISTONE, INC.
Date: 10-6-99 By/S/ Travis T. Jenson
Travis T. Jenson, President and Director
Date: 10-6-99 By/S/ James P. Doolin
James P. Doolin, Secretary, Treasurer and Director
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000861050
<NAME> UNISTONE, INC.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 178
<BONDS> 0
0
0
<COMMON> 6,501
<OTHER-SE> (6,679)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 169
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (169)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
