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
                                    -------------    -------------

                           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, 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>