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, 2000
                               -----------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from               to
                                    -------------    -------------

                           Commission File No. 1-18317
                                  -----------

                                 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)

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, 2000 - $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.

     February  12, 2001 - $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:

                                February 12, 2001
                                   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,  property or  businesses  to acquire,  the Company has had no
material  business  operations  for over ten years.  The  Company  may begin the
search for the acquisition of assets,  property or business that may benefit the
Company and its  stockholders,  once the Board of Directors  sets  guidelines of
industries in which the Company may have an interest.

     The Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor, and will be unable to do so until
it determines the particular industries to the Company.

Risk Factors.
------------

     In any  business  venture,  there are  substantial  risks  specific  to the
particular enterprise which cannot be ascertained until a potential acquisition,
reorganization or merger candidate has been identified;  however,  at a minimum,
the  Company's  present  and  proposed   business   operations  will  be  highly
speculative  and be subject to the same  types of risks  inherent  in any new or
unproven  venture,  and will include those types of risk factors outlined below.

     Extremely Limited Assets;  No Source of Revenue.  The Company has virtually
no  assets  and has had no  revenue  for over the past ten  years or to the date
hereof.  Nor will the  Company  receive  any  revenues  until  it  completes  an
acquisition,  reorganization or merger, at the earliest. The Company can provide
no assurance that any acquired  business will produce any material  revenues for
the Company or its  stockholders  or that any such  business  will  operate on a
profitable  basis.  Although  management  intends to apply any  proceeds  it may
receive through the issuance of stock or debt to a suitable acquisition, subject
to the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose. The Company can provide no assurance that any use
or allocation of such proceeds will allow it to achieve its business objectives.
<PAGE>

     Absence of Substantive  Disclosure  Relating to  Prospective  Acquisitions.
Because the Company has not yet identified any assets, property or business that
it may  acquire,  potential  investors  in the Company  will have  virtually  no
substantive  information  upon which to base a decision whether to invest in the
Company. Potential investors would have access to significantly more information
if  the  Company  had  already  identified  a  potential  acquisition  or if the
acquisition  target  had made an  offering  of its  securities  directly  to the
public.  The Company can provide no assurance that any investment in the Company
will not ultimately prove to be less favorable than such a direct investment.

     Unspecified Industry and Acquired Business; Unascertainable Risks. To date,
the Company has not identified  any particular  industry or business in which to
concentrate  its  acquisition  efforts.   Accordingly,   prospective   investors
currently  have no basis  to  evaluate  the  comparative  risks  and  merits  of
investing in the  industry or business in which the Company may acquire.  To the
extent that the Company  may  acquire a business  in a high risk  industry,  the
Company will become subject to those risks. Similarly, if the Company acquires a
financially  unstable  business  or a  business  that is in the early  stages of
development, the Company will become subject to the numerous risks to which such
businesses  are  subject.  Although  management  intends to  consider  the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.

     Uncertain  Structure  of  Acquisition.  Management  has had no  preliminary
contact or discussions  regarding,  and there are no present plans, proposals or
arrangements to acquire any specific assets, property or business.  Accordingly,
it is unclear whether such an acquisition  would take the form of an exchange of
capital stock, a merger or an asset acquisition.

     Risks of "Penny  Stock."  The  Company's  common  stock may be deemed to be
"penny  stock"  as  that  term is  defined  in Reg.  Section  240.3a51-1  of the
Securities and Exchange Commission.  Penny stocks are stocks (i) with a price of
less than five  dollars  per share;  (ii) that are not traded on a  "recognized"
national  exchange;  (iii) whose  prices are not quoted on the NASDAQ  automated
quotation system  (NASDAQ-listed  stocks must still meet requirement (i) above);
or (iv) in issuers with net tangible  assets less than $2,000,000 (if the issuer
has been in continuous  operation for at least three years) or $5,000,000 (if in
continuous  operation  for less than three years),  or with average  revenues of
less than  $6,000,000 for the last three years.

     There has been no  "established  public  market" for the  Company's  common
stock during the last five years. At such time as the Company completes a merger
or acquisition  transaction,  if at all, it may attempt to qualify for quotation
on either NASDAQ or a national securities exchange. However, at least initially,
any  trading  in  its  common  stock  will  most  likely  be  conducted  in  the
over-the-counter  market in the "pink  sheets" or the OTC Bulletin  Board of the
NASD. Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section   240.15g-2  of  the   Securities   and  Exchange   Commission   require
broker-dealers  dealing in penny stocks to provide  potential  investors  with a
document  disclosing  the risks of penny stocks and to obtain a manually  signed
and dated written receipt of the document before  effecting any transaction in a
penny stock for the  investor's  account.  Potential  investors in the Company's
common  stock are urged to obtain  and read  such  disclosure  carefully  before
purchasing  any  shares  that are  deemed to be "penny  stock."  Moreover,  Reg.
Section   240.15g-9  of  the   Securities  and  Exchange   Commission   requires
broker-dealers  in penny  stocks to  approve  the  account of any  investor  for
transactions  in such stocks  before  selling any penny stock to that  investor.
This  procedure  requires  the  broker-dealer  to (i) obtain  from the  investor
information concerning his or her financial situation, investment experience and
investment  objectives;  (ii) reasonably  determine,  based on that information,
that  transactions  in penny  stocks are  suitable for the investor and that the
investor has sufficient  knowledge and experience as to be reasonably capable of
evaluating  the risks of penny stock  transactions;  (iii)  provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the  determination  in (ii) above;  and (iv)  receive a signed and dated copy of
such statement  from the investor,  confirming  that it accurately  reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these  requirements  may make it more difficult for investors in
the  Company's  common  stock to  resell  their  shares to third  parties  or to
otherwise dispose of them.
<PAGE>
Principal Products or Services and their Markets.
-------------------------------------------------

     None; not applicable

Competition.
------------

     None; not applicable

Sources and Availability of Raw Materials and Names of Principal Suppliers.
---------------------------------------------------------------------------

     None; not applicable

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements of
Labor Contracts.
-----------------------------------------------------------------------------

     None; not applicable

Need for any Governmental Approval of Principal Products of Services.
---------------------------------------------------------------------

     None; not applicable

Effect of Existing or Probable Governmental Regulations on Business.
--------------------------------------------------------------------

     The integrated  disclosure system for small business issuers adopted by the
Securities and Exchange  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
Company is deemed to be a "small business issuer."

     The Securities and Exchange  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.

Research and Development.
------------------------

     None; not applicable

Cost and Effects of Compliance with Environmental Laws.
------------------------------------------------------

     None; not applicable

Number of Employees.
-------------------

     None; not applicable


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.
----------------------------------------------------

     During the fourth  quarter of the year ended  December 31, 2000,  no matter
was submitted to a vote of the Company's securities holders, whether through the
solicitation of proxies or otherwise.


                                     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, 2000, 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  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,  2000,  the  Company's  had no  assets.  See the Index to
Financial Statements, Item 7 of this Report.

     During the calendar  year ended  December  31, 2000,  the Company had a net
loss of $4,475.  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, 2000 and 1999, an  unaffiliated
shareholder and consultant paid general and administrative expenses on behalf of
the Company totaling $4,475 and $4,558,  respectively.  The unsecured loan bears
no interest and is due on demand.

Item 7.  Financial Statements.
         ---------------------

          Financial Statements for the years ended
          December 31, 2000 and 1999

          Independent Auditors' Report

          Balance Sheets - December 31, 2000

          Statements of Operations for the years ended
          December 31, 2000 and 1999

          Statements of Stockholders' Equity for the
          years ended December 31, 2000 and 1999

          Statements of Cash Flows for the years ended
          December 31, 2000 and 1999

          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 28 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 24, 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,        12/31/00    0     0     0     0      0     0   0
President,     12/31/99    0     0     0     0      0     0   $125
Director       12/31/98    0     0     0     0      0     0   0


James P.
Doolin         12/31/00    0     0     0     0      0     0   0
Secretary/     12/31/99    0     0     0     0      0     0   $125
Treasurer,     12/31/98    0     0     0     0      0     0   0
Director

William "Bill" 12/31/00    0     0     0     0      0     0   0
Hollingsworth, 12/31/99    0     0     0     0      0     0   $125
Vice President 12/31/98    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/
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 S-8 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  S-8 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, 2000,  1999, or 1998, 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  S-8  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:   2-21-01                        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:  2-21-01                          By/S/ Travis T. Jenson
                                        Travis T. Jenson
                                        President and Director



Date:  2-21-01                          By/S/ James P. Doolin
                                        James P. Doolin
                                        Secretary/Treasurer and Director



<PAGE>


                                 UNISTONE, INC.
                          [A DEVELOPMENT STAGE COMPANY]




                              FINANCIAL STATEMENTS
                                December 31, 2000
                       [WITH INDEPENDENT AUDITORS' REPORT]




<PAGE>
<TABLE>
<CAPTION>
                                 Unistone, Inc.
                          [A DEVELOPMENT STAGE COMPANY]



                                TABLE OF CONTENTS




                                                                                                                               Page

<S>                                                                                                                              <C>
Independent Auditors' Report                                                                                                     1

Balance Sheet -- December 31, 2000                                                                                               2

Statements of Operations for the years ended December 31, 2000 and December
31, 1999, and for the Period From Date of Bankruptcy [April 30, 1993] to
December 31, 2000                                                                                                                3

Statements of Stockholders' Deficit for the years ended December 31, 2000
and 1999, and for the Period From Date of Bankruptcy [April 30, 1993] to
December 31, 2000                                                                                                                4

Statements of Cash Flows for the years ended December 31, 2000 and 1999, and
for the Period From Date of Bankruptcy [April 30, 1993] to December 31, 2000                                                     5

Notes to Financial Statements                                                                                                 6 -- 8


</TABLE>
<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],  as of  December  31,  2000,  and  the  related  statements  of
operations,  stockholders'  deficit, and cash flows for the years ended December
31, 2000 and December 31, 1999,  and for the period from the date of  bankruptcy
[April 30,  1993] to December  31,  2000.  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 Unistone,  Inc. [a development
stage  company] as of December 31, 2000,  and the results of operations and cash
flows for the years ended  December  31, 2000 and 1999,  and for the period from
the date of bankruptcy [April 30, 1993] to December 31, 2000, 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.  Managemen'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 26, 2001

<PAGE>
<TABLE>
<CAPTION>
                                Unistone, Inc.
                          [A Development Stage Company]
                                  Balance Sheet
                                December 31, 2000





                                            ASSETS

<S>                                                                            <C>              <C>
Assets                                                                         $               -0-
                                                                                 ------------------
                       Total Assets                                            $               -0-
                                                                                 ==================
                             LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities:
  Current Liabilities:
  Accrued liabilities                                                          $                85
  Payable to shareholders - Note 6                                                           7,413
                                                                                 ------------------
                     Total Liabilities                                                       7,498


Stockholder' Deficit:
  Capital Stock -- 50,000,000 shares authorized having a
   par value of $.001 per share; 7,001,228 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                                             (21,498)
                                                                                 ------------------
                Total Stockholders' Deficit                                                 (7,498)
                                                                                 ------------------
        Total Liabilities and Stockholders' Deficit                            $               -0-
                                                                                 ==================














                 See accompanying notes to financial statements

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                 Unistone, Inc.
                          [A Development Stage Company]
                            Statements of Operations
          For the Years Ended December 31, 2000 and December 31, 1999,
 and for the Period From Date of Bankruptcy [April 30, 1993] to December 31, 2000





                                                                                            4/30/93
                                                                                            through
                                                        2000               1999             12/31/00
                                                   --------------     --------------      ------------
<S>                                            <C>            <C> <C>            <C>  <C>          <C>
Revenues                                       $             -0-  $             -0-   $           -0-

General & Administrative Expenses                          4,475              5,058            21,065
                                                   --------------     --------------      ------------

               Operating Loss                             (4,475)            (5,058)          (21,065)

                                                   --------------     --------------      ------------
        Net Loss Before Income Taxes                      (4,475)            (5,058)          (21,065)

Current Year Provision for Income Taxes                        0                 30               433
                                                   --------------     --------------      ------------

Net Loss                                       $          (4,475) $          (5,088)  $       (21,498)
                                                   ==============     ==============      ============

Basic and Diluted Loss Per Share               $            (.01) $            (.01)  $          (.02)
                                                   ==============     ==============      ============

Weighted Average Shares Outstanding                    7,001,228          2,305,339           914,760
                                                   ==============     ==============      ============











                 See accompanying notes to financial statements

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                 Unistone, Inc.
                          [A Development Stage Company]
                       Statements of Stockholders' Deficit
           For the Years Ended December 31, 2000 and December 31, 1999
 and for the Period From Date of Bankruptcy [April 30, 1993] to December 31, 2000





                                                             Additional                               Net
                               Common         Common           Paid-in        Accumulated        Stockholders'
                               Shares          Stock           Capital          Deficit             Deficit
                            ------------    -----------     ------------      -----------      ----------------
<S>            <C> <C>        <C>         <C>             <C>                 <C>                             <C>
Balance, April 30, 1993       14,100,000  $      14,100   $   38,577,531      (38,591,631)                    0
Net income/(loss) for 1993                                                              0                     0
Balance, December 31, 1993    14,100,000         14,100       38,577,531      (38,591,631)                    0
Net income/(loss) for 1994                                                              0                     0
Balance, December 31, 1994    14,100,000         14,100       38,577,531      (38,591,631)                    0
Net income/(loss) for 1995                                                              0                     0
Balance, December 31, 1995    14,100,000         14,100       38,577,531      (38,591,631)                    0
Issued stock for cash at par,
July 17, 1996                  7,500,000          7,500                                                   7,500
Net income/(loss) for 1996                                                        (7,571)                (7,571)
Balance, December 31, 1996    21,600,000         21,600       38,577,531      (38,599,202)                  (71)
Net income/(loss) for 1997                                                         (2,451)               (2,451)
Balance, December 31, 1997    21,600,000         21,600       38,577,531      (38,601,653)               (2,522)
Net income/(loss) for 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
August 24, 1999              (21,048,954)       (21,049)          21,049                                      0
Issued stock for debt at par,
September 21, 1999             6,000,000          6,000                                                   6,000
Cancelled shares, September
30, 1999                        (49,818)           (50)               50                                      0
Issued shares for services,
November 9, 1999                 500,000            500                                                     500
Net income/(loss) for 1999                                                         (5,088)               (5,088)
                            ------------    -----------     ------------      -----------      ----------------
Balance, December 31, 1999     7,001,228 $        7,001 $     38,598,630 $    (38,608,654)$              (3,023)
                            ------------    -----------     ------------      -----------      ----------------
Net income/(loss) for 2000                                                         (4,475)               (4,475)
Balance, December 31, 2000     7,001,228          7,001       38,598,630      (38,613,129)               (7,413)
                            ============    ===========     ============      ===========      ================



                 See accompanying notes to financial statements

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                 Unistone, Inc.
                          [A Development Stage Company]
                            Statements of Cash Flows
           For the Years Ended December 31, 2000 and December 31, 1999
 and for the Period From Date of Bankruptcy [April 30, 1993] to December 31, 2000



                                                                                              4/30/93
                                                                                              through
                                                              2000            1999           12/31/00
                                                           -----------     -----------     -------------
Cash Flows from Operating Activities
<S>                                                    <C>              <C>            <C>
Net Loss                                               $        (4,475) $       (5,088)$         (21,498)
Adjustments to reconcile net income to net cash provided by
 operating activities:
     Issued shares for services                                                    500               500
     Expenses paid by shareholder                                4,420           4,558            13,413
     Increase in current liabilities                                55              30                 0
                                                           -----------     -----------     -------------
        Net Cash Used for Operating Activities                    -0-             -0-             (7,500)
Cash Flows from Financing Activities
     Issued stock for cash                                                                         7,500
                                                           -----------     -----------     -------------
            Net Increase/(Decrease) in Cash                        -0-             -0-               -0-

Beginning Cash Balance                                             -0-             -0-               -0-
                                                           -----------     -----------     -------------

Ending Cash Balance                                    $           -0-  $          -0- $             -0-
                                                           ===========     ===========     =============

Supplemental Disclosure of Cash Flow Information:
  Cash paid during the year for interest               $          -0-   $         -0-  $            -0-
  Cash paid during the year for income taxes           $          -0-   $         -0-  $            -0-















                 See accompanying notes to financial statements

</TABLE>
<PAGE>


                                 Unistone, Inc.
                          [A Development Stage Company]
                          Notes to Financial Statements
                                December 31, 2000


Note 1  Organization and Summary of Significant Accounting Policies

               (a) Organization

               Unicom, 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,
               2000  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, 2000.



<PAGE>

                                 Unistone, Inc.
                          [A Development Stage Company]
                          Notes to Financial Statements
                                December 31, 2000
                                   [continued]

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, 2000
               amounting to  $38,631,129  ($21,498 from date of bankruptcy - See
               Note 4) and has no  assets at  December  31,  2000,  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, 2000 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)               $21,498         $3,225      15%
   Valuation allowance                                       ($3,225)
                                                        ---------------
        Deferred tax asset                                        $0
                                                        ===============

               This  allowance has increased  $676 over the prior year amount of
               $2,549.

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.


<PAGE>

                                 Unistone, Inc.
                          [A Development Stage Company]
                          Notes to Financial Statements
                                December 31, 1999
                                   [continued]

Note 5  Stockholder Loan/Common Stock Issued

               A  stockholder  has paid expenses on behalf of the Company in the
               amount of $4,290  during the year  ended  December  31,  2000 and
               $4,588 during the year ended  December 31, 1999. On September 21,
               2000,   the   Company   issued   6,000,000   "unregistered"   and
               "restricted"  shares  of  common  stock  at  par  ($.001)  to the
               stockholder  as partial  reimbursement  for these  expenses.  The
               Company has recorded a liability for the net  remaining  expenses
               to the  stockholder  for $2,993,  as of December  31,  2000.  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
               ($.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 and par
               value,  with  appropriate   adjustments  in  the  stated  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 shall be conveyed.