U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 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. 1-18317
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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)
Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: None
Securities Registered under Section 12(g) of the Exchange Act: Common
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company 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
--- --- --- ---
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year:
December 31, 1999 - $0.
<PAGE>
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.
March 23, 2000 - $162.50. There are approximately 162,500 shares of common
voting stock of the Company held by non-affiliates. Because there has been no
"public market" for the Company's common stock during the past five years, the
Company has arbitrarily valued these shares at par value of $0.001 per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No X
--- ---
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:
March 22, 2000
7,001,288
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.
Transitional Small Business Issuer Format Yes X No
--- ---
<PAGE>
PART I
Item 1. Description of Business.
------------------------
Business Development.
- ---------------------
Organization and Charter Amendments.
-----------------------------------
Unistone, Inc., formerly "Unicom, Inc.", (the "Company") was incorporated
under the laws of the State of Utah under the name "Camaron Resources, Inc.", on
June 23, 1983. The purposes for which the corporation was organized were: (1) to
locate, acquire, develop, explore, drill, lease, trade or sell, produce from,
invest in and otherwise deal in mineral and oil and gas properties and products
for profit; (2) to deal and invest in the securities of other public and private
corporations for profit, including mining entities; (3) to buy, sell hold, and
deal in non-mineral real properties, particularly undeveloped acreage, and to
improve and develop the same; (4) to engage in any and all other lawful business
endeavors.
The Company had an initial authorized capital of $50,000 consisting of
50,000,000 shares of $.001 par value common stock.
Effective October 3, 1989, the Company merged with and into Unicom, Inc., a
Delaware corporation, which was formed by the Company solely for the purpose of
changing its domicile from the State of Utah to the State of Delaware.
On or about May 2, 1990, the Company filed a Form 10 Registration
Statement with the Securities and Exchange Commission.
On September 9, 1998, in conjunction with a renewal and revival of the
Company's charter, which was voided by the state of Delaware on March 1, 1991
for non-payment of taxes, the Company changed its name from Unicom, Inc., to
Unistone, Inc. The name change was required by the state of Delaware due to a
name conflict which arose while the Company's charter was void. The retroactive
effective date when restoration, renewal, and revival of the charter of the
Company commenced was the 28th day of February, 1991.
Effective March 8, 2000 the Company filed a renewal and revival of charter
with the State of Delaware. The Company's charter was voided by the State of
Delaware March 1, 2000 for non-payment of taxes. The retroactive effective date
when restoration, renewal, and revival of the charter of the Company commenced
was the 29th day of February, 2000.
Public Offering.
---------------
The Company filed a Registration Statement under Section 3(b) of the
Securities Act of 1933, as amended, and Rule 504 of Regulation D, promulgated
thereunder, effective September 23, 1983 to September 23, 1984. Pursuant to its
prospectus, the Company commenced the offer and sale to the public of 2,500,000
shares of common stock at a price of $.01 per share; the offering generated
gross proceeds of $25,000 for the Company.
Material Changes in Control Since Inception and Related Business History.
-------------------------------------------------------------------------
Pursuant to a Contribution and Exchange Agreement between the Company and
MEC Oil Corporation, a Texas corporation, dated December 31, 1984 effective
November 30, 1984, the Company issued 20,823,254 shares of its common stock
bearing restricted legends for the outstanding shares of MEC Oil Corporation.
The shares to be delivered from MEC Oil Corporation were never received. The
Company under its new management failed to perform the required filings, became
delinquent and was suspended both in Utah and Texas. MEC Oil Corporation, a
Texas corporation, was dissolved July 28, 1986 for failure to pay taxes as
required by Texas statues. As a result of the failure by MEC Oil Corporation to
deliver its outstanding shares to the Company and is failure to maintain the
defaults, the Company now takes the position that the agreement between Camaron
Resources, Inc., the Utah Corporatin, and MEC OIL Corporation, the Texas
Corporation, was not consummated and therefore the shares issued are null and
void and have been canceled, effective November 30, 1984. This action was
unanimously consented to by the Board of Directors on August 16, 1989 and was
ratified by a resolution of the stockholders on September 25, 1989.
Effective October 3, 1989, the Company merged with and into Unicom, Inc., a
Delaware corporation, which was formed by the Company solely for the purpose of
changing its domicile from the State of Utah to the State of Delaware. On
September 28, 1989, pursuant to an Asset Purchase Agreement, the Company
acquired certain foreign language feature film master recordings and collateral
materials and rights from Berliner Holdings, Ltd., a corporation formed pursuant
to the International Companies Act (1982) of Saint Vincent and the Grenadines
("Berliner"), in exchange for 4,000,000 post split shares of common stock of the
Company (par value $.001 per share).
On February 16, 1990, the Company entered into an Agreement and Plan of
Reorganization with Motion Picture Services, Inc., ("MPSC") and its subsidiary,
GFC Productions, Inc., ("GFC"), whereby the Company acquired 51% of the shares
of common voting stock of MPSC and GFC in exchange for 750,000 newly-issued
shares of restricted common stock of the Company. Pursuant to the terms of the
Acquisition Agreement, three of the directors of MPSC, Louis Fusaro, Richard
Compton and Don Gold, joined the Company as directors and employees.
These operations were unsuccessful, and the Company filed its voluntary
petition in bankruptcy on April 30, 1993, under Chapter 7 of the Bankruptcy Code
in the U.S., Bankruptcy Court for the District of Delaware. The Company's
bankruptcy was closed on April 1, 1994. For more information regarding the
Company's bankruptcy, see Item 13 for the Company's Current Report on Form 8-K,
as filed on January 25, 1999, which is incorporated herein by this reference.
On July 19, 1996, the Company authorized the issuance of 7,500,000
"unregistered" and "restricted" shares of its $0.001 par value common stock to
Jenson Services in compensation for $7,500 paid to Jeffrey E. Levine, Esq.
through the trust account of Leonard W. Burningham, Esq. to obtain the
Satisfaction of Judgement held by Mr. Levine against the Company.
Effective August 24, 1999, the Company completed 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),
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 hereof, 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. All shares required for
rounding were 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 Commision, on or about July 9, 1999,
which is incorporated herein by this reference.
On September 21, 1999, the Company resolved to issue 6,000,000
"unregistered" and "restricted" shares of its $0.001 par value common stock to
Jenson Services, Inc., as compensation for $6,000.00 in expenses incurred and
liabilities settled on behalf of the Company and settled by Jenson Services,
Inc. The above mentioned expenses include, but are not limited to audit
expenses, fees associated with the filing of the Company's annual reports, legal
fees and fees associated with the Company's transfer agent. These shares were
were deemed by the Company as fully resolved and non-assessable.
On October 26, 1999, the Company issued 500,000 shares of S-8 stock to
certain officers, directors and legal counsel for services rendered to the
Company. Specifically, 125,000 shares of S-8 stock were issued to Leonard W.
Burningham, Esq., the Company's legal counsel, Travis T. Jenson, President and
Director, William Hollingsworth, Vice-President and Director and James P.
Doolin, Secretary and Director. For additional information regarding the
issuance of these share, please see the Company's Form S-8 filing, as filed with
the Securities and Exchange Commission on or about October 26, 1999, which is
incorporated herein by this reference.
Business.
- ---------
Other than the above-referenced matters and seeking and investigating
potential assets, properties or businesses to acquire, the Company has had no
business operations since 1993. To the extent that the Company intends to
continue to seek the acquisition of assets, property or business that may
benefit the Company and its stockholders, it is essentially a "blank check"
company. Because the Company has limited assets and conducts no business,
management anticipates that any such acquisition would require it to issue
shares of its common stock as the sole consideration for the acquisition. This
may result in substantial dilution of the shares of current stockholders. The
Company's Board of Directors shall make the final determination whether to
complete any such acquisition; the approval of stockholders will not be sought
unless required by applicable laws, rules and regulations, its Articles of
Incorporation or Bylaws, or contract. The Company makes no assurance that any
future enterprise will be profitable or successful.
The Company is not currently engaging in any substantive business activity
and has no plans to engage in any such activity in the foreseeable future. In
its present form, the Company may be deemed to be a vehicle to acquire or merge
with a business or company. The Company does not intend to restrict its search
to any particular business or industry, and the areas in which it will seek out
acquisitions, reorganizations or mergers may include, but will not be limited
to, the fields of high technology, manufacturing, natural resources, service,
research and development, communications, transportation, insurance, brokerage,
finance and all medically related fields, among others. The Company recognizes
that the number of suitable potential business ventures that may be available to
it may be extremely limited, and may be restricted to entities who desire to
avoid what these entities may deem to be the adverse factors related to an
initial public offering ("IPO"). The most prevalent of these factors include
substantial time requirements, legal and accounting costs, the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the lack
of or the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other conditions
or requirements imposed by various federal and state securities laws, rules and
regulations. Any of these types of entities, regardless of their prospects,
would require the Company to issue a substantial number of shares of its common
stock to complete any such acquisition, reorganization or merger, usually
amounting to between 80 and 95 percent of the outstanding shares of the Company
following the completion of any such transaction; accordingly, investments in
any such private entity, if available, would be much more favorable than any
investment in the Company.
In the event that the Company engages in any transaction resulting in a
change of control of the Company and/or the acquisition of a business, the
Company will be required to file with the Commission a Current Report on Form
8-K within 15 days of such transaction. A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired, as well as pro
forma financial information consisting of a pro forma condensed balance sheet,
pro forma statements of income and accompanying explanatory notes.
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be determinative or provide any assurance of success. These may
include, but will not be limited to an analysis of the quality of the entity's
management personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its present financial
condition, projected growth potential and available technical, financial and
managerial resources; its working capital, history of operations and future
prospects; the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly or accurately
analyze, let alone describe or identify, without referring to specific objective
criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market strategies, plant or product expansion, changes in product emphasis,
future management personnel and changes in innumerable other factors. Further,
in the case of a new business venture or one that is in a research and
development mode, the risks will be substantial, and there will be no objective
criteria to examine the effectiveness or the abilities of its management or its
business objectives. Also, a firm market for its products or services may yet
need to be established, and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management, these activities
may be limited.
The Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor. The Company anticipates that
proposed business ventures will be made available to it through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital personnel,
members of the financial community and others who may present unsolicited
proposals. In certain cases, the Company may agree to pay a finder's fee or to
otherwise compensate the persons who submit a potential business endeavor in
which the Company eventually participates. Such persons may include the
Company's directors, executive officers, beneficial owners or their affiliates.
In this event, such fees may become a factor in negotiations regarding a
potential acquisition and, accordingly, may present a conflict of interest for
such individuals.
Although the Company has not identified any potential acquisition target,
the possibility exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors, beneficial owners
or their affiliates may have an ownership interest. Current Company policy does
not prohibit such transactions. Because no such transaction is currently
contemplated, it is impossible to estimate the potential pecuniary benefits to
these persons.
Further, substantial fees are often paid in connection with the completion
of these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders, after deduction of legal, accounting and other related expenses, and
it is not unusual for a portion of these fees to be paid to members of
management or to principal stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them. In the event that
such fees are paid, they may become a factor in negotiations regarding any
potential acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.
<PAGE>
Year 2000.
- ----------
The Company has not seen any adverse effects related to computer problems
associated with the change of year to the year 2000. However, the possibility
exists that the Company may merge with or acquire a business that has been or
will continue to be negatively affected by the "year 2000" problem. The effect
of such problem on the Company in the future can not be predicted with any
accuracy until such time as the Company identifies a merger or acquisition
target.
Principal Products and Services.
- --------------------------------
The limited business operations of the Company, as now contemplated,
involve those of a "blank check" company. The only activities to be conducted by
the Company are to manage its current limited assets and to seek out and
investigate the acquisition of any viable business opportunity by purchase and
exchange for securities of the Company or pursuant to a reorganization or merger
through which securities of the Company will be issued or exchanged.
Distribution Methods of the Products or Services.
- -------------------------------------------------
Management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts, professionals,
securities broker dealers, venture capital personnel, members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
- --------------------------------------------------------
None; not applicable.
Competitive Business Conditions.
- --------------------------------
Management believes that there are literally thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company; many
of these companies have substantial current assets and cash reserves.
Competitors also include thousands of other publicly-held companies whose
business operations have proven unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a private
entity may have access to the public capital markets. There is no reasonable way
to predict the competitive position of the Company or any other entity in the
strata of these endeavors; however, the Company, having limited assets and cash
reserves, will no doubt be at a competitive disadvantage in competing with
entities which have recently completed IPO's, have significant cash resources
and have recent operating histories when compared with the complete lack of any
substantive operations by the Company for the past several years.
Sources and Availability of Raw Materials and Names of Principal Suppliers.
- --------------------------------------------------------------------------
None; not applicable.
Dependence on One or a Few Major Customers.
- -------------------------------------------
None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements
or Labor Contracts.
- --------------------------------------------------------------------------
None; not applicable.
Need for any Governmental Approval of Principal Products or Services.
- ---------------------------------------------------------------------
Because the Company currently produces no products or services, it is not
presently subject to any governmental regulation in this regard. However, in the
event that the Company engages in a merger or acquisition transaction with an
entity that engages in such activities, it will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject.
Effect of Existing or Probable Governmental Regulations on Business.
- -------------------------------------------------------------------
The integrated disclosure system for small business issuers adopted by the
Commission in Release No. 34-30968 and effective as of August 13, 1992,
substantially modified the information and financial requirements of a "Small
Business Issuer," defined to be an issuer that has revenues of less than $25
million; is a U.S. or Canadian issuer; is not an investment company; and if a
majority-owned subsidiary, the parent is also a small business issuer; provided,
however, an entity is not a small business issuer if it has a public float (the
aggregate market value of the issuer's outstanding securities held by
non-affiliates) of $25 million or more.
The Commission, state securities commissions and the North American
Securities Administrators Association, Inc. ("NASAA") have expressed an interest
in adopting policies that will streamline the registration process and make it
easier for a small business issuer to have access to the public capital markets.
The present laws, rules and regulations designed to promote availability to the
small business issuer of these capital markets and similar laws, rules and
regulations that may be adopted in the future will substantially limit the
demand for "blank check" companies like the Company, and may make the use of
these companies obsolete.
Research and Development.
- -------------------------
None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
- -------------------------------------------------------
None; not applicable. However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by the Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.
Number of Employees.
- --------------------
None.
Item 2. Description of Property.
-----------------------
The Company has no assets, property or business; its principal executive
office address and telephone number are the business office address and
telephone number of its President, Travis T. Jenson, and are currently provided
at no cost. Because the Company has had no business, its activities will be
limited to keeping itself in good standing in the State of Delaware, seeking out
acquisitions, reorganizations or mergers and preparing and filing the
appropriate reports with the Securities and Exchange Commission. These
activities have consumed an insubstantial amount of management's time.
Item 3. Legal Proceedings.
------------------
The Company is not a party to any pending legal proceeding. To the
knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against the Company. No director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the Company's common stock is a party adverse to
the Company or has a material interest adverse to the Company in any proceeding.
The Company filed a Chapter 7 Bankruptcy Petition in the U.S. Bankruptcy
Court for the District of Delaware on April 30, 1993. By Order of the Bankruptcy
Court, the Company's bankruptcy was closed on April 1, 1994. For material
documentation respecting these bankruptcy proceedings, see Item 13 for the
Company's Current Report on Form 8-K, as filed on January 25, 1999, which is
incorporated herein, by this reference.
During the pendency of its bankruptcy proceedings, the Company's charter
was voided in the State of Delaware on March 1, 1991 for failure to pay
franchise taxes. The Company filed a Certificate for Renewal and Revival of
Charter with the State of Delaware on September 15, 1998. The retroactive
effective date when restoration, renewal, and revival of the charter of the
Company commenced is the 28th day of February 1991.
Item 4. Submission of Matters to a Vote of Security Holders.
- ----------------------------------------------------
Pursuant to unanimous consent of the Board of Directors and a vote of the
Shareholders at a Special Meeting of the Shareholders held on August 11, 1999,
at which time 15,010,100 of the 21,600,000 or approximately 69% of the
outstanding common voting shares voted in favor of, the Company completed 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), 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 hereof, 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.
All shares required for rounding were 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 Commision, on
or about July 9, 1999, which is incorporated herein by this reference.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
---------------------------------------------------------
Market Information
- ------------------
There is no "public market" for shares of common stock of the Company.
However, the Company has submitted for quotations regarding its common stock on
the OTC Bulletin Board of the National Association of Securities Dealers
("NASD"); however, management does not expect any public market to develop
unless and until the Company completes an acquisition or merger. In any event,
no assurance can be given that any market for the Company's common stock will
develop or be maintained.
Holders
- -------
The number of record holders of the Company's common stock as of the date
of this Report is approximately 134.
Dividends
- ---------
The Company has not declared any cash dividends with respect to its common
stock and does not intend to declare dividends in the foreseeable future. The
future dividend policy of the Company cannot be ascertained with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its common stock.
Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name and Address Date Number of Shares Consideration
- ---------------- ---- ---------------- -------------
<S> <C> <C> <C>
Jenson Services, Inc.* 7/19/96 187,500 $7,500
Jenson Services, Inc.* 9/21/99 6,000,000 $6,000
</TABLE>
*See Part II, Item 10 and 11 for information regarding executive
compensation and stock ownership.
Item 6. Management's Discussion and Analysis or Plan of Operation.
----------------------------------------------------------
Plan of Operation.
- ------------------
The Company has not engaged in any material operations or had any revenues
from operations during the last two calendar years. The Company's plan of
operation for the next 12 months is to continue to seek the acquisition of
assets, properties or businesses that may benefit the Company and its
stockholders. Management anticipates that to achieve any such acquisition, the
Company will issue shares of its common stock as the sole consideration for such
acquisition.
During the next 12 months, the Company's only foreseeable cash requirements
will relate to maintaining the Company in good standing or the payment of
expenses associated with reviewing or investigating any potential business
venture, which the Company expects to pay from its cash resources. As of
December 31, 1999, it had no cash or cash equivalents. If additional funds are
required during this period, such funds may be advanced by management or
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
amount of any such loan. However, any such loan should 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 is not engaged in any negotiations with any person regarding any
such venture.
Results of Operations.
- ----------------------
Other than restoring and maintaining its good corporate standing in the
State of Delaware, compromising and settling its debts and seeking the
acquisition of assets, properties or businesses that may benefit the Company and
its stockholders, the Company has had no material business operations in the two
most recent calendar years, or since its bankruptcy proceedings in 1993.
At December 31, 1999, the Company's had no assets. See the Index to
Financial Statements, Item 7 of this Report.
During the calendar year ended December 31, 1999, the Company had a net
loss of $5,058. The Company has received no revenues in either of its two most
recent calendar years. See the Index to Financial Statements, Item 7 of this
Report.
Liquidity.
- ---------
During the fiscal years ended December 31, 1999 and 1998, an unaffiliated
shareholder and consultant paid general and administrative expenses on behalf of
the Company totaling $4,558 and $1,913, respectively. The unsecured loan bears
no interest and is due on demand.
Item 7. Financial Statements.
---------------------
Financial Statements for the years ended
December 31, 1999 and 1998
Independent Auditors' Report
Balance Sheets - December 31, 1999
Statements of Operations for the years ended
December 31, 1999 and 1998
Statements of Stockholders' Equity for the
years ended December 31, 1999 and 1998
Statements of Cash Flows for the years ended
December 31, 1999 and 1998
Notes to the Financial Statements
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
Mantyla, McReynolds & Associates, 5872 South 900 East, Suite 250, Salt Lake
City, Utah 84121, has been retained as the Company's auditor since June 4, 1997.
The Company's previous auditor was Leon, Kaminski, Cohen, Goldstein, and
Company, 5858 Westheimer Rd., Houston, TX 77057-5650. The Company did not
consult the new accountant regarding the application of accounting principles to
a specific completed or contemplated transaction, the type of audit opion that
was to be rendered on the financial statements, nor any written or oral advice
was provided that was an important factor considered by the Company in reaching
a decision as to the accounting, auditing or financial reporting issue.
Additionally, there have been no disagreements between auditors or the Company
and its auditors. For material documentation respecting the change in the
Company's auditors, see Item 13 of the Company's Report on Form 8-K, as filed on
January 25, 1999, which is incorporated herein by this reference.
PART III
Identification of Directors and Executive Officers
- --------------------------------------------------
The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders or until their successors are elected or
appointed and qualified, or their prior resignation or termination.
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---- ----------- --------------
<S> <C> <C> <C>
Travis T. Jenson President 7/96 *
Director 7/96 *
James P. Doolin Secretary 10/98 *
Treasurer 10/98 *
Director 10/98 *
William "Bill" Vice President 7/96 *
Hollingsworth Director 7/96 *
</TABLE>
* These persons presently serve in the capacities indicated.
Business Experience.
- --------------------
Travis T. Jenson. President and Director. Mr. Jenson is 27 years of age. He
graduated with honors from Westminster College of Salt Lake in 1995 with a
Bachelors of Science. Mr. Jenson has been a director and executive officer of
the Company since 1996.
James P. Doolin. Secretary/Treasurer and Director. Mr. Doolin, age 23, has
been a director and executive officer of the Company since September 1998. He
graduated from the University of Utah in 1998 with a degree in Finance.
William Hollingsworth. Vice President and Director. Mr. Hollingsworth has
been a director and executive officer of the Company since 1996. Mr.
Hollingsworth has been the owner/operator of a family run used car business
since 1973.
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers, but who are
expected to make a significant contribution to the Company's business.
Family Relationships.
- ---------------------
There are no family relationships between any current directors or
executive officers of the Company, either by blood or by marriage.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
Except as stated above, during the past five years, no director, person
nominated to become a director, executive officer, promoter or control person of
the Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
The Company filed Form 3's, Initial Statement of Beneficial Ownership of
Securities, on behalf of its officers, directors, and "affiliates" on or about
May 20, 1999. In addition, a Form 4, Statement of Changes in Beneficalal
Ownership was filed on or about October 15, 1999 on behalf of Mr. Duane S.
Jenson. With exception to the aforementioned, no reporting person has engaged in
any transactions requiring the filing of Form 4 or Form 5 since his or her
appointment.
Item 10. Executive Compensation.
-----------------------
The following table sets forth the aggregate compensation paid by the Company
for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual ricte dlying Pay- Comp-
Position Ended ($) ($) Compen- Stock Options outs ensat'n
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Travis T.
Jenson, 12/31/99 0 0 0 0 0 0 $125
President, 12/31/98 0 0 0 0 0 0 0
Director 12/31/97 0 0 0 0 0 0 0
James P.
Doolin 12/31/99 0 0 0 0 0 0 $125
Secretary/ 12/31/98 0 0 0 0 0 0 0
Treasurer, 12/31/97 0 0 0 0 0 0 0
Director
William "Bill" 12/31/99 0 0 0 0 0 0 $125
Hollingsworth, 12/31/98 0 0 0 0 0 0 0
Vice President 12/31/97 0 0 0 0 0 0 0
Director
Stacie H. 12/31/98 0 0 0 0 0 0 0
Jenson 12/31/97 0 0 0 0 0 0 0
Secretary/ 12/31/96 0 0 0 0 0 0 0
Treasurer,
Director
</TABLE>
Mr. Travis T. Jenson, President and Director, Mr. James P. Doolin,
Secretary/Treasurer and Director, and Mr. William Hollingsworth, Vice President
and Director were each issued 125,000 shares of S8 stock by the Company as
compensation for services rendered to the Company. The aforementioned stock was
valued at $125, respectfully. For additional information regarding the issuance
of the aforementioned S8 shares, please see the Company's Form S-8, as filed
with the Securities and Exchange Commission on or about October 29, 1999, which
is incorporated herein by this reference. Except for the aforementioned stock
issuance, no cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to the Company's management during the
calendar years ending December 31, 1999, 1998, or 1997, or the period ending on
the date of this Report.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
There are no arrangements pursuant to which any of the Company's directors
was compensated during the Company's last completed calendar year for any
service provided as director. However, Mr. Travis T. Jenson, President and
Director, Mr. James P. Doolin, Secretary/Treasurer and Director, and Mr. William
Hollingsworth, Vice President and Director were each issued 125,000 shares of S8
stock by the Company as compensation for services rendered to the Company. The
aforementioned stock was valued at $125, respectfully.For additional information
regarding the issuance of the aforementioned S8 shares, please see the Company's
Form S-8, as filed with the Securities and Exchange Commission on or about
October 29, 1999, which is incorporated herein by this reference.
Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
- -------------------------------
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or any subsidiary, any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the shareholdings of those persons who
beneficially own more than five percent of the Company's common stock as of the
date of this Report, with the computations being based upon 7,000,288 shares of
common stock being outstanding.
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address Beneficially Owned of Class (1)
- ---------------- ------------------ --------
<S> <C> <C>
Jenson Services, Inc.* 6,378,212 91.1%
5525 S. 900 E. #110
Salt Lake City, UT
84117
------- ----
6,378,212 91.1%
*Mr. Duane S. Jenson may be deemed beneficial owner of these shares due to
his association with Jenson Services, Inc. Mr. Jenson is President and sole
owner of Jenson Services, Inc.
</TABLE>
Security Ownership of Management.
- ---------------------------------
The following table sets forth the shareholdings of the Company's directors
and executive officers as of the date of this Report:
<TABLE>
<CAPTION>
Number of Percentage of
Name and Address Shares Beneficially Owned of Class *
- ---------------- ------------------------- --------
<S> <C> <C>
Travis T. Jenson 129,500 1.85%
5525 S. 900 E. #110
Salt Lake City, Utah
84117
James P. Doolin 125,000 1.85%
4803 S. 1110 E.
Salt Lake City, Utah
84117
William Hollingsworth 125,000 1.85%
192 North 1st West
Preston, ID 83263
------- ------
All directors and
executive officers 379,500 5.55%
as a group (3 persons)
</TABLE>
Changes in Control.
- -------------------
There are no present arrangements or pledges of the Company's securities
which may result in a change in control of the Company.
Item 12. Certain Relationships and Related Transactions.
-----------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
For a description of transactions between members of management, five
percent stockholders, "affiliates", promoters and finders, see the captions
"Sales of 'Unregistered' and 'Restricted' Securities Over the Past Three Years",
"Executive Compensation" and "Compensation of Directors", of Item 1.
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
---------------------------------
Reports on Form 8-K
- -------------------
See the Company's Current Report on Form 8-K as filed on January 25, 1999,
for information relating to the Company's bankruptcy, change in the Compay's
auditors, and other matters, as described in Item I, Part I, above.
Exhibits
- --------
<TABLE>
<CAPTION>
Exhibit
Number Description*
- ------ -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
DOCUMENTS INCORPORATED BY REFERENCE
Form 8-K as filed on January 25, 1999, for information relating to the
Company's bankruptcy, change in the Compay's auditors, and other matters, as
described in Item I, Part I, above.*
Definitive Information Statement as filed on July 9, 1999 for information
relating to the Company's special meeting of the shareholders and reverse
split.*
Form S-8 as filed on October 26, 1999, for information regarding the
issuance of S-8 shares to the Company's officers, directors and legal counsel.*
*Summaries of all exhibits contained in this Report are modiified in their
entirety by reference to these Exhibits.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
UNSTONE, INC.
Date: 3-29-00 By/S/Travis T. Jenson
Travis T. Jenson
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:
UNISTONE, INC.
Date: 3-29-00 By/S/Travis T. Jenson
Travis T. Jenson
President and Director
Date: 3-29-00 By/S/James P. Doolin
James P. Doolin
Secretary/Treasurer and Director
UNISTONE, INC.
[A DEVELOPMENT STAGE COMPANY]
Formerly
UNICOM, INC.
FINANCIAL STATEMENTS
December 31, 1999
[WITH INDEPENDENT AUDITORS' REPORT]
<PAGE>
Unistone, Inc.
[A DEVELOPMENT STAGE COMPANY]
Formerly
UNICOM, INC.
TABLE OF CONTENTS
Page
Independent Auditors' Report. . . . . . . . . . . . . 1
Balance Sheet - December 31, 1999 . . . . . . . . . . 2
Statements of Operations for the years ended
December 31, 1999 and December 31, 1998, and
for the Period From Date of Bankruptcy
[April 30, 1993] to December 31, 1999 . . . . . . . . 3
Statements of Stockholders' Deficit for the
years ended December 31, 1999 and December 31,
1998, and for the Period From Date of Bankruptcy
[April 30, 1993] to December 31, 1999 . . . . . . . . 4
Statements of Cash Flows for the years ended
December 31, 1999 and December 31, 1998, and
for the Period From Date of Bankruptcy
[April 30, 1993] to December 31, 1999 . . . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . 6-8
<PAGE>
Independent Auditors' Report
The Board of Directors and Shareholders
Unistone, Inc.[a development stage company]
We have audited the accompanying balance sheet of Unistone, Inc. [a
development stage company], formerly Unicom, Inc., as of December 31, 1999, and
the related statements of operations, stockholders' deficit, and cash flows for
the years ended December 31, 1999 and December 31, 1998, and for the period from
date of bankruptcy [April 30, 1993] to December 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Unicom, Inc. [a development
stage company] as of December 31, 1999, and the results of their operations and
their cash flows for the years ended December 31, 1999 and December 31, 1998,
and for the period from date of bankruptcy [April 30, 1993] to December 31,
1999, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that Unistone,
Inc. [a development stage company] will continue as a going concern. As
discussed in Note 2 to the financial statements, the Company has accumulated
losses from operations and has no assets, which raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 2. The financial statements do not
include any adjustment that might result from the outcome of this uncertainty.
/S/ MANTYLA McREYNOLDS
------------------------------------
MANTYLA, McREYNOLDS
Salt Lake City, Utah
January 10, 2000
<PAGE>
<TABLE>
<CAPTION>
Unistone, Inc.
[A Development Stage Company]
Balance Sheet
Formerly
Unicom, Inc.
December 31, 1999
ASSETS
<S> <C> <C>
Assets ................................................... $ -0-
-------------
Total Assets ........................... $ -0-
=============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current Liabilities
Franchise Tax Payable ................................... 30
Shareholder Loan - Note 5 ............................... $ 2,993
------------
Total Current Liabilities .......................... 3,023
------------
Total Liabilities ............................ 3,023
Stockholders' Deficit:
Common stock, $.001 par value; 50,000,000
shares authorized; 7,000,806, shares issued
and outstanding ................................... 7,001
Additional paid in capital ......................... 38,598,630
Accumulated deficit prior to bankruptcy - Note 4 (38,591,631)
Deficit accumulated during development stage (17,023)
-----------
Total Stockholders' Deficit .................. (3,023)
-----------
Total Liabilities and
Stockholders Deficit ................. $ -0-
===========
</TABLE>
See accompanying notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
Unistone, Inc.
[A Development Stage Company]
Formerly
Unicom, Inc.
Statements of Operations
For the Years Ended December 31, 1999 and December 31, 1998,
and for the Period From Date of Bankruptcy [April 30, 1993] to December 31, 1999
04/30/93
to
1999 1998 12/31/99
---- ---- --------
<S> <C> <C> <C>
Revenue:
Revenues from operations .. -0- -0- -0-
------ ------- -------
Total Revenue ......... -0- -0- -0-
General and Administrative
Expenses ................... 5,058 1,510 16,590
------ ------- -------
Net Income Before Taxes (5,058) (1,510) (16,590)
Income taxes .......... 30 403 403
------ ------- -------
Net loss ..............$(5,088) $(1,510) $ (16,993)
======= ======= ========
Loss per share ..............$ (.01) $ (.01) $ (.02)
======= ====== =======
Weighted Average
Shares Outstanding 2,304,917 540,000 712,530
========== ========== ==========
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
<TABLE>
<CAPTION>
Unistone, Inc.
[A Development Stage Company]
Formerly
Unicom, Inc.
Statements of Stockholders' Deficit
For the Years Ended December 31, 1999 and December 31, 1998
and for the Period From Date of Bankruptcy [April 30, 1993] to December 31, 1999
Additional Net
Common Common Paid in Accumulated Stockholders'
Shares Stock Capital Deficit Deficit
------ ----- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Balance, Apri1 30, 1993 .......... 14,100,000 14,100 $ 38,577,531 $(38,591,631) $ -0-
Net loss for the year ended
December 31, 1993 ............... -0- -0-
---------- ------- ------------- ------------- --------
Balance, December 31, 1993 ....... 14,100,000 14,100 $ 38,577,531 $(38,591,631) $ -0-
Net loss for the year ended
December 31, 1994 ............... -0- -0-
---------- ------- ------------- ------------- --------
Balance, December 31, 1994 ....... 14,100,000 14,100 $ 38,577,531 $(38,591,631) $ -0-
Net loss for the year ended
December 31, 1995 ............... -0- -0-
---------- ------- ------------- ------------- --------
Balance, December 31, 1995 ....... 14,100,000 14,100 $ 38,577,531 $(38,591,631) $ -0-
Issued stock for cash
July 17, 1996 ................... 7,500,000 7,500 7,500
Net loss for the year ended
December 31, 1996 ............... (7,571) (7,571)
---------- ------- ------------- ------------- --------
Balance, December 31, 1996 ....... 21,600,000 $ 21,600 $ 38,577,531 $(38,599,202) (71)
Net loss for the year ended
December 31, 1997 ............... (2,451) (2,451)
---------- ------- ------------- ------------- --------
Balance, December 31, 1997 21,600,000 $ 21,600 $ 38,577,531 $(38,601,653) $ (2,522)
Net Loss for the year ended
December 31, 1998 (1,913) (1,913)
---------- ------- ------------- ------------- --------
Balance, December 31, 1998 21,600,000 21,600 38,577,531 (38,603,566) (4,435)
Reverse Stock Split 1:40 (21,049,376) (21,049) 21,049
August 24, 1999
Issued shares for debt 6,000,000 6,000 6,000
September 21, 1999
Cancelled shares (49,818) (50)
September 30, 1999
Issued shares for services (500,000) 500 500
November 9, 1999
Net loss for the year ended 5,058 (5,058)
December 31, 1999
---------- ------- ------------- ------------- --------
Balance, December 31, 1999 7,000,806 $ 7,001 38,598,630 (38,608,624) $ (2,993)
========== ======= ============= ============= ========
</TABLE>
See accompanying notes to financial statements
5
<PAGE>
<TABLE>
<CAPTION>
Unistone, Inc.
[A Development Stage Company]
Formerly
Unicom, Inc.
Statements of Cash Flows
For the Years Ended December 31, 1999 and December 31, 1998
and for the Period From Date of Bankruptcy [April 30, 1993] to December 31, 1999
04/30/93
to
1999 1998 12/31/99
<S> <C> <C> <C>
Cash Flows Used for
Operating Activities:
Net Loss $ (5,088) (1,913) $(16,993)
Issued stock for services 500 500
Issued stock for debt 6,000 6,000
(Decrease) Increase in payable to
Shareholder (1,442) 1,913 2,993
Increase in Franchise Tax 30 30
---------- -------- ---------
Net Cash Used for
Operating .................................... -0- -0- (7,500)
Cash Flows Provided by
Financing Activities:
Issuance of stock for cash ................. 7,500
---------- -------- ---------
Net Cash Provided by
Financing activities ......................... -0- -0- 7,500
Net Increase in cash ........................... -0- -0- -0-
Beginning Cash ................................. -0- -0- -0-
Ending Cash .................................... $ -0- $ -0- $ -0-
========= ======== =========
Supplemental Disclosure of Cash Flow Information
- ------------------------------------------------
Cash paid during the periods for:
Interest ...................................... $ -0- $ -0- $ -0-
========= ======== =========
Taxes ......................................... $ -0- $ 403 $ 403
========= ======== =========
</TABLE>
See accompanying notes to financial statements
6
<PAGE>
Unistone, Inc.
Formerly
Unicom, Inc.
[A Development Stage Company]
Notes to Financial Statements
December 31, 1999
Note 1 Organization and Summary of Significant Accounting Policies
(a) Organization
Unistone, Inc. [Company] originally incorporated under the laws
of the State of Utah on June 23, 1983 under the name of Camaron
Resources, Inc. On October 3, 1989, Unicom, Inc. incorporated
under the laws of the State of Delaware. Shortly thereafter,
Camaron Resources, Inc. was merged into Unicom, Inc., with
Unicom, Inc. as the surviving corporation. In 1999, at the
request of the State of Delaware, Unicom, Inc., determined it
would change its name to Unistone, Inc. The Company has not
commenced principal operations and is classified as a development
stage company for financial reporting purposes.
(b) Income Taxes
Effective January 1, 1993, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 109 [the
Statement], "Accounting for Income Taxes." The Statement requires
an asset and liability approach for financial accounting and
reporting for income taxes, and the recognition of deferred tax
assets and liabilities for the temporary differences between the
financial reporting bases and tax bases of the Company's assets
and liabilities at enacted tax rates expected to be in effect
when such amounts are realized or settled. The cumulative effect
of this change in accounting for income taxes as of December 31,
1999 is $0 due to the valuation allowance established as
described below.
(c) Net Loss Per Common Share
Net loss per common share is based on the weighted average number
of shares outstanding.
(d) Statement of Cash Flows
For purposes of the statements of cash flows, the Company
considers cash on deposit in the bank to be cash. The Company had
$0 cash at December 31, 1999.
<PAGE>
Unistone, Inc.
Formerly
Unicom, Inc.
[A Development Stage Company]
Notes to Financial Statements
December 31, 1999
Note 1 Organization and Summary of Significant Accounting Policies
[continued]
(e) Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities, and disclosure of contingent assets
and liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Note 2 Liquidity
The Company has accumulated losses through December 31, 1999
amounting to $38,591,631 (16,993 from date of bankruptcy - See
Note 4) and has no assets at December 31, 1999, and does not
anticipate generating sufficient cash flows from operations to
meet the Company's cash requirements. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
Management plans include finding a well-capitalized merger
candidate to commence operations. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
Note 3 Income Taxes
The Company adopted Statement No. 109 as of January 1, 1993.
Prior years' financial statements have not been restated to apply
the provisions of Statement No. 109. No provision has been made
in the financial statements for income taxes because the Company
has accumulated substantial losses from operations. The tax
effects of temporary differences that give rise to significant
portions of the deferred tax asset at December 31, 1999 have no
impact on the financial position of the Company. A valuation
allowance is provided when it is more likely than not that some
portion of the deferred tax asset will not be realized. Because
of the lack of taxable earnings history, the Company has
established a valuation allowance for all future deductible
temporary differences.
Deferred tax assets Balance Tax Rate
________________________________________________________________
Loss carryforward (expires 2014) $16.993 $2.549 %15
Valuation allowance ($2,549)
_________
Defereed tax asset 0
=========
This allowance has increased $759 over the prior year amount of
$1,790.
<PAGE>
Unistone, Inc.
Formerly
Unicom, Inc.
[A Development Stage Company]
Notes to Financial Statements
December 31, 1999
Note 4 Bankruptcy
The Company filed for liquidation under chapter 7 of the
Bankruptcy Code on April 30, 1993 in the United States Bankruptcy
Court for the District of Delaware [Case Number: 93-00503] with
estimated assets of under $50,000 [$0] and estimated liabilities
of between $1,000,000 to $9,999,999. No assets were available to
pay creditors and an Order Approving Trustee's Report of No
Distribution and Closing Estate was signed by the bankruptcy
court judge on April 1, 1994.
Note 5 Stockholder Loan
A stockholder has paid expenses on behalf of the Company in the
amount of $4,558 during the year ended December 31, 1999 and
$1,913 during the year ended December 31, 1998. The Company has
recorded a liability for these expenses to the stockholder. The
unsecured loan bears no interest and is due on demand.
On October 25, 1999, the Company entered an agreement to
compensate three officers and directors of the Company, and one
consultant for services with 125,000 common shares each, at par
($0.001); the total value of the transaction was $500 for
500,000 shares.
Note 6 Common Stock Split
In August of 1999, the Company effected a reverse split of the
issued and outstanding common stock on a basis of one for forty
(1:40), while retaining the current authorized capital accounts
and capital surplus accounts. All fractional shares are rounded
up to the nearest whole share, provided that no stockholder, on a
per stock certificate of record basis, currently owning 100 or
more shares shall be reduced to less than 100 shares. No
stockholder owning less than 100 shares, on a per stock
certificate of record basis, would be affected by the reverse
split and such additional shares as required to provide a minimum
of 100 shares be conveyed.
9
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000861050
<NAME> UNISTONE, INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 3,023
<BONDS> 0
0
0
<COMMON> 7,001
<OTHER-SE> (10,024)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,058
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,058)
<INCOME-TAX> 30
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,088)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
